SOIF III definition

SOIF III shall have the meaning set forth in the introductory paragraph above.
SOIF III shall have the meaning provided in the first paragraph of this Agreement.

Examples of SOIF III in a sentence

  • SOIF III is hereby charged with the responsibility for all tax-related matters affecting the Company and is hereby designated as the “Tax Matters Representative”.

  • The doctrine of corporate opportunity or any analogous doctrine, shall not apply to any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or any of their Affiliates.

  • SOIF III agrees to consult with BEMT with respect to any written notice of any material tax elections and any material inquiries, claims, assessments, audits, controversies or similar events received from any taxing authority.

  • The Company hereby indemnifies and holds harmless SOIF III from and against any claim, loss, expense, liability, action or damage resulting from its acting or its failure to take any action as the “tax matters partner” of the Company and the Subsidiaries, provided that any such action or failure to act does not constitute gross negligence or willful misconduct.

  • As of the date of closing of BRG’s exercise of its Conversion right as provided in Section 10.4 (the “Conversion Date”), SOIF III, and any then current Manager shall each and all be deemed to have automatically resigned as Managers and cease to be Managers of the Company, whereupon BRG shall become the sole Manager of the Company.

  • Subject to the conditions set forth in Section 4, upon execution of this Agreement, SOIF III and BEMT shall each make an initial Capital Contribution to the Company of cash in the amounts set forth in Exhibit A attached hereto.

  • The initial Manager designated by the Class B Members is SOIF III.

  • The buy back is completed within 12 months of the passing of the special resolution or resolution passed by the Board.

  • Notwithstanding anything contained in this Agreement or otherwise to the contrary, each of SOIF III and BEMT as to itself agree that neither it nor any of its Affiliates, agents, or representatives is granted a license to use or shall use the name of the other under any circumstances whatsoever, except such name may be used in furtherance of the business of the Company but only as and to the extent approved by the Manager.

  • Except as provided in Article 7, the provisions of this Article 8 shall be the sole and exclusive remedy of REIT with respect to matters which are subject to indemnification by SOIF III under Section 8.3 of this Agreement, all other remedies with respect to such matters being hereby waived.

More Definitions of SOIF III

SOIF III shall have the meaning given to it in the preamble to this Agreement.

Related to SOIF III

  • ☐ - MULTI-MEMBER The “Capital Account” for each Member shall mean the account created and maintained for the Member in accordance with Section 704(b) of the Internal Revenue Code and Treasury Regulation Section 1.704-1(b)(2)(iv).

  • Related member means a person that, with respect to the taxpayer during all or any portion of the taxable year, is either a related entity, a component member as defined in section 1563(b) of the Internal Revenue Code, or a person to or from whom there is attribution of stock ownership in accordance with section 1563(e) of the Internal Revenue Code except, for purposes of determining whether a person is a related member under this division, "twenty per cent" shall be substituted for "5 percent" wherever "5 percent" appears in section 1563(e) of the Internal Revenue Code.

  • Full Member means any person who is in one of the categories of membership referred to in Rule 10.3.

  • Preferred Member means a Member holding Preferred Units.

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

  • Managing Member means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor Managing Member under the Issuer Limited Liability Company Agreement.

  • Economic Interest Owner means the owner of an Economic Interest who is not a Member.

  • Founder Member means a subscriber to these rules for the purposes of registration;

  • Class A Member means a Member holding one or more Class A Ordinary Shares.

  • General Partner Loan has the meaning set forth in Section 3.02(d) hereof.

  • Class A Membership Interest means a Class A Membership Interest in Holdings.

  • Class B Membership Interest means a Class B Membership Interest in Holdings.

  • Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

  • Initial Member has the meaning set forth in the introductory paragraph.

  • Alliance Partner means “Provogue India Ltd”, who has entered into an alliance agreement with ICICI Bank for purpose of providing the Offer.

  • Managing General Partner means (i) Plains All American GP LLC, a Delaware limited liability company, and its successors and permitted assigns as the general partner of the sole member of the General Partner or (ii) the business entity with the ultimate authority to manage the business and operations of the Partnership.

  • Initial Members means those Persons listed on Schedule A hereto as Initial Members as of the date hereof.

  • Co-opted Member means a person who is not an elected member of the Authority but who is a member of:

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

  • Enlisted member means a person in an enlisted grade.

  • Partnership Group Member means any member of the Partnership Group.

  • New member means a person first employed on or after Septem- ber 1, 2005, including a former member who withdrew retirement contributions under Government Code 822.003 and is reemployed on or after September 1, 2005.

  • Individual Member means a registered, financial Member of the Club who is at least 18 years of age.

  • General Partners means all such Persons.

  • General Partner means Steel Partners Holdings GP Inc., a Delaware corporation, and its successors and permitted assigns that are admitted to the Partnership as general partner of the Partnership, in its capacity as a general partner of the Partnership (except as the context otherwise requires).

  • Partnership Group means the Partnership and its Subsidiaries treated as a single consolidated entity.