Single Member Delaware LLC definition

Single Member Delaware LLC means a single member limited liability company formed under Delaware law which (a) has and shall have either two natural persons or one entity that is not a member of the company, that has signed its limited liability company agreement and that, under the terms of such limited liability company agreement becomes a member of the company immediately prior to the withdrawal or dissolution of the last remaining member of the company, (b) complies with the terms and provisions of Section 3.1.24(cc) hereof, and (c) otherwise meets the Rating Agency Criteria.
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Single Member Delaware LLC means a single member limited liability company formed under Delaware law which (i) has at least one springing member, which, upon the dissolution of all of the single member or the withdrawal or the disassociation of the single member from such limited liability company, shall immediately become the sole member of such limited liability company, and (ii) complies with the terms and provisions of Section 3.1.24(cc). “SOFR” means, with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, -38- (or a successor administrator) on the Federal Reserve Bank of New York’s Website, provided that in no event shall SOFR be less than zero. “SOFR Rate Loan” means the Loan at such time as interest thereon accrues at a per annum rate of interest equal to the “Applicable Interest Rate” if the Benchmark thereunder is Term SOFR. “SPC Party” shall mean, if Borrower is a limited partnership or a limited liability company (other than a Single Member Delaware LLC), each general partner or managing member of Borrower. “Special Member” shall have the meaning set forth in Section 3.1.24(cc)(i). “Special Purpose Bankruptcy Remote Entity” shall mean a corporation, limited liability company or limited partnership which, at all times, complies with the requirements set out in Section 3.1.24. “Sponsor” shall mean Guarantor. “Spread Maintenance Premium” shall mean, in connection with a prepayment of all or any portion of the Outstanding Principal Balance of the Loan, the Building Loan and the Supplemental Building Loan pursuant to the terms hereof, the Building Loan Agreement or the Supplemental Building Loan Agreement, respectively, an amount equal to the present value, discounted at Benchmark on the most recent Determination Date of all future installments of interest which would have been due hereunder through and including the Open Prepayment Date, on the portion of the Outstanding Principal Balance of the Loan, the Building Loan and the Supplemental Building Loan being prepaid as if interest accrued on such portion of the principal balance being prepaid at an interest rate per annum equal to the Applicable Spread. The Spread Maintenance Premium shall be reasonably calculated by Administrative Agent and shall be final absent manifest error. “Springing Recourse Event” shall have the meaning set forth in Section 11.22(i). “State” shall mean the State or Commonwealth in which the P...
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Related to Single Member Delaware LLC

  • Delaware LLC means any limited liability company organized or formed under the laws of the State of Delaware.

  • Single member limited liability company means a limited liability company that has one direct member.

  • Delaware LLC Act means the Delaware Limited Liability Company Act.

  • Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act.

  • Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

  • Delaware Divided LLC means any Delaware LLC which has been formed upon consummation of a Delaware LLC Division.

  • Substituted Limited Partner means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.

  • Limited Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 1, 2017, as amended, supplemented or restated from time to time.

  • GP means Gottbetter & Partners, LLP.

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • General partnership means an organization formed under chapters 45-13 through 45-21.

  • MLP Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the MLP, as amended or restated from time to time.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Surviving General Partner has the meaning set forth in Section 11.2(d)(i)(A).

  • General Partner means the general partner of the Partnership.

  • Managing Member is defined in the recitals to this Agreement.

  • Class B Limited Partner means any Person executing (by power of attorney or otherwise) this Agreement as of the date hereof as a Class B Limited Partner or hereafter admitted to the Partnership as a Class B Limited Partner as herein provided, but shall not include any Person who has ceased to be a Class B Limited Partner in the Partnership.

  • Member-managed limited liability company means a limited liability company that is not a manager-managed limited liability company.

  • Operating Partnership Agreement means the Limited Partnership Agreement of the Operating Partnership, as amended from time to time.

  • Delaware Act means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section 17-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

  • Staff member means a staff member as defined in section 1(1) of the Public Service Act, 1995 (Act No. 13 of 1995);

  • General Partner Unit means a fractional part of the General Partner Interest having the rights and obligations specified with respect to the General Partner Interest. A General Partner Unit is not a Unit.

  • Sole Member means the Person listed on Schedule A hereto, as amended from time-to-time, who owns the sole Membership Interest in the Company upon such terms and conditions as provided in this Agreement and under the Act.

  • Investor Limited Partner means any Limited Partner so designated at the time of its admission as a partner of the Partnership.

  • Limited Partner means, prior to the admission of the first Additional Limited Partner to the Partnership, the Initial Limited Partner, and thereafter any Person named as a Limited Partner in Exhibit A, as such Exhibit may be amended from time to time, upon the execution and delivery by such Person of an additional limited partner signature page, or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a Limited Partner of the Partnership.