Operating Manager definition
Examples of Operating Manager in a sentence
This Agreement may be executed in counterparts, any or all of which may be signed by the Operating Manager, and each of the Company’s authorized officers and attorneys-in-fact, on behalf of the Members as their attorney-in-fact.
In the event a Member’s Shares are repurchased pursuant to Section 7.9, the Operating Manager may specially allocate additional items of ordinary income or loss or capital gain (including short-term capital gain) or loss to such Member insofar as is possible to reduce the difference, if any, between the aggregate amounts allocated to such Member’s Capital Account and the aggregate amount of tax items allocated to such Member.
The Company and/or the Operating Manager, or its affiliates, shall reimburse the Dealer Manager for all items of underwriting compensation referenced in the Memorandum, to the extent the Memorandum indicates that they will be paid by the Company or the Operating Manager, as applicable.
For purposes of the foregoing, the Operating Manager may determine that an equitable method of allocation includes, without limitation, an allocation (i) pro rata based on the relative differences between amounts allocated to the Capital Accounts and the aggregate amounts of tax items allocated to the relevant Members, or (ii) solely to the relevant Members with the greatest such differences (taking into account such allocations).
Notwithstanding the foregoing, the Operating Manager in its sole discretion shall make such allocations for tax purposes as may be needed to ensure that allocations are in accordance with the interests of the Members and in a manner intended to give economic effect to the provisions of this Agreement, within the meaning of the Code and Treasury Regulations.