SPE General Partner definition
SPE General Partner. The sole general partner of the Partnership, which shall at all times (i) be a Delaware limited liability company or a Delaware corporation, (ii) maintain the separateness covenants of Section 3.4, below and (iii) have at least two (2) Independent Managers, who will be elected by a majority of such SPE General Partner’s members holding a majority of the equity interests of the SPE General Partner. To the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Limited Liability Company Act and the Act, the Independent Managers will consider only the interest of the Partnership, including its respective creditors, in acting or otherwise voting on matters referred to in Section 3.4 or when acting on behalf of the Partnership. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, will be effective until such successor will have accepted his or her appointment as an Independent Manager by written instrument. In the event of a vacancy in the position of an Independent Manager, the member of the SPE General Partner will, as soon as practicable, elect or designate a successor Independent Manager. All right, power and authority of the Independent Managers will be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the SPE General Partner’s limited liability company agreement. Except as provided in the second sentence of this definition above, in exercising the rights and performing the duties under the SPE General Partner’s limited liability company agreement, any Independent Manager will have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Manager will at any time serve as trustee in bankruptcy for an affiliate of the SPE General Partner or the Partnership. Subsidiaries: The Hotel Entities, the Hotel Entity General Partners and any other entity wholly owned, directly or indirectly, by the Partnership. Tenant(s): ▇▇▇ ▇▇▇▇▇ Hotel Tenant Entity and the Sandusky Hotel Tenant Entity, individually or collectively as the context requires, and any other Affiliate of the Partnership that is formed to be a tenant of any additional hotel property acquired by a Hotel Entity.
SPE General Partner means the sole general partner of the Partnership, which shall at all times (i) be a Delaware corporation, and (ii) maintain the separateness covenants of Section 2.10, below. To the fullest extent permitted by law, the SPE General Partner will consider only the interests of the Partnership, including its creditors, in acting or otherwise voting on matters referred to in Section 2.10 or when acting on behalf of the Partnership.
SPE General Partner shall have the meaning set forth in Section 3.1.30(o).
Examples of SPE General Partner in a sentence
Borrower shall provide Lender and the Rating Agencies with copies of executed deeds, assignments of interests in Borrower or its SPE General Partner or SPC Managing Member, mortgages or other similar closing documents within ten (10) days after any closing on any transaction which is subject to the provisions of this Section 4.2.13.