Members’ Representative definition
Examples of Members’ Representative in a sentence
In the event that ▇▇▇▇▇, the Members’ Representative or their respective Affiliates become aware that the IRS has issued a notice of final partnership adjustment with respect to the Company for any Pre-Closing Tax Period, such Party shall promptly notify the other Party.
It is acknowledged and agreed that Buyer or its Affiliate(s) (a) may, at their sole discretion, obtain a buyer-side representation and warranty insurance policy (the “RWI Policy”) insuring Buyer and/or its Affiliates for losses due to breaches of representations and warranties under ARTICLE III and (b) shall deliver to Members’ Representative a substantially final copy of any such RWI Policy prior to the RWI Policy being bound.
Buyer shall have the right to control and make final decisions concerning the strategy and tactics as to all matters addressed in this Section 5.4 subject to prior consultation with Members’ Representative and Members’ Representative’s chosen regulatory counsel, the good faith consideration of Members’ Representative’s views and the requirements, terms and conditions of this Section 5.4.
Any amount that becomes payable pursuant to this Section 9.3(a) shall be paid by wire transfer of immediately available funds to the account or accounts designated by Members’ Representative in writing.
In no event shall Members’ Representative (on behalf of the Members) be entitled to receive the Reverse Termination Fee on more than one occasion.