Examples of Whitehall XI in a sentence
Any matter arising pursuant to any provision hereunder which specifies that such matter shall be resolved by arbitration and any other dispute involving an alleged breach or violation of this Agreement (including, without limitation, an alleged breach or violation by WCPT that would entitle either WHWEL or Whitehall XI to remove WCPT as the Manager pursuant to Section 9.1) shall be submitted to arbitration ("Arbitration") in accordance with the provisions of this Section 5.10.
For the purposes hereof, the ratable share of Whitehall XI's or Holding Co.'s Company Loss shall be an amount equal to the product of (x) the amount of such Company Loss times (y) the Percentage Interest of Whitehall XI or Holding Co., respectively, on the date that the claim is asserted.
Whitehall XI or Holding Co. will notify the Company of any claim hereunder, and the Company will notify Whitehall XI and Holding Co., promptly after learning of an alleged Company Loss that could entitle Whitehall XI or Holding Co. to indemnification hereunder.
Whitehall XI, as long as it is a Member, shall act as the Tax Matters Member of the Company, as provided in the regulations pursuant to Section 6231 of the Code.
However, they do require a high degree of coordination and cooperation between the developers.
Each of WHWEL, Whitehall XI, Holding Co., Saracen and Rand may exercise the Conversion Right from time to time after WCPT shall have Shares or other capital stock issued to the public in a public offering or shall engage in an Extraordinary Transaction, without limitation as to frequency, with respect to part or all of the Membership Units that it owns, as selected by WHWEL, Whitehall XI, Holding Co., Saracen and/or Rand, as applicable.
Thereupon, WCPT shall cease to be an Appointing Member and either WHWEL or Whitehall XI may appoint a new Manager.
At the closing of the transactions contemplated in this MOU, New Manager will be owned by Whitehall XI, Holding Co., WHWEL, Whitehall Street Real Estate Limited Partnership XIII, Whitehall Parallel Real Estate Limited Partnership XIII (and/or another Whitehall Fund) or their affiliates and Xxxxxxx Xxxxxxx (and possibly other employees) in amounts to be determined by them.
If the Shares Amount is not a whole number of Shares, WHWEL, Whitehall XI, Holding Co., Saracen and/or Rand, as applicable, shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which WCPT determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to WHWEL, Whitehall XI, Holding Co., Saracen and/or Rand, as applicable.
At the closing of the transactions contemplated in this MOU, New Manager will be owned by Whitehall XI, Holding Co., WHWEL, Whitehall Street Real Estate Limited Partnership XIII, Whitehall Parallel Real Estate Limited Partnership XIII (and/or another Whitehall Fund) or their affiliates and Richard Previdi (axx xxxxxxxx xxxxx xxxxxxees) in amounts to be determined by them.