Assets Associated with a Series Sample Clauses

Assets Associated with a Series. All consideration received by the Company for the issuance or sale of Interests of a particular Series, together with all assets in which such consideration is invested or reinvested, and all income, earnings, profits and proceeds thereof, from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be (assets), shall, subject to the provisions of this Agreement, be held for the benefit of the Series or the Members associated with such Series, and not for the benefit of the Members associated with any other Series, for all purposes, and shall be accounted for and recorded upon the books and records of the Series separately from any assets associated with any other Series. Such assets are herein referred to as assets associated with that Series. In the event that there are any assets in relation to the Company that, in the Managing Members reasonable judgment, are not readily associated with a particular Series, the Managing Member shall allocate such assets to, between or among any one or more of the Series, in such manner and on such basis as the Managing Member deems fair and equitable, and in accordance with the Allocation Policy, and any asset so allocated to a particular Series shall thereupon be deemed to be an asset associated with that Series. Each allocation by the Managing Member pursuant to the provisions of this paragraph shall be conclusive and binding upon the Members associated with each and every Series. Separate and distinct records shall be maintained for each and every Series, and the Managing Member shall not commingle the assets of one Series with the assets of any other Series.
Sample 1Sample 2Sample 3See All (34)
AutoNDA by SimpleDocs
Assets Associated with a Series. All consideration received by the Company for the issuance or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, and all income, earnings, profits and proceeds thereof, from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, shall, subject to the provisions of this Agreement, be held for the benefit of the Series or the Members associated with such Series, and not for the benefit of the Members associated with any other Series, for all purposes, and shall be accounted for and recorded upon the books and records of the Series separately from any assets associated with any other Series. In the event that there are any assets in relation to the Company that, in the Administrative Manager’s reasonable judgment, are not readily associated with a particular Series, the Administrative Manager shall allocate such assets to, between or among any one or more of the Series, in such manner and on such basis as the Administrative Manager deems fair and equitable, and in accordance with the Allocation Policy, and any asset so allocated to a particular Series shall thereupon be deemed to be an asset associated with that Series. Each allocation by the Administrative Manager pursuant to the provisions of Section 3.03(d)(i) shall be conclusive and binding upon the Members associated with each and every Series. Separate and distinct records shall be maintained for each and every Series, and the Administrative Manager shall not commingle the assets of one Series with the assets of any other Series.
Sample 1Sample 2Sample 3See All (16)
Assets Associated with a Series. All consideration received by the Company for the issuance or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, and all income, earnings, profits and proceeds thereof (except for income or earnings for which Masterworks is entitled to receive pursuant to the Management Services Agreement), from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be (assets), shall, subject to the provisions of this Agreement, be held for the benefit of the Series or the Members associated with such Series, and not for the benefit of the Members associated with any other Series, for all purposes, and shall be accounted for and recorded upon the books and records of the Series separately from any assets associated with any other Series, notwithstanding whether an aggregated bank account in the name of the Company is created for the assets of every Series or a separate bank account is created for each Series. Such assets are herein referred to as assets associated with that Series. In the event that there are any assets in relation to the Company that, in the Board’s reasonable judgment, are not readily associated with a particular Series, the Board shall allocate such assets to, between or among any one or more of the Series, in such manner and on such basis as the Board deems fair and equitable, and in accordance with provisions herein, and any asset so allocated to a particular Series shall thereupon be deemed to be an asset associated with that Series. Each allocation by the Board pursuant to the provisions of this Section 1.08(d)(i) shall be conclusive and binding upon the Members associated with each and every Series. Separate and distinct records shall be maintained for each and every Series, and the Board shall not commingle the assets of one Series with the assets of any other Series in its records. The records maintained for a Series shall reasonably identify its assets, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, and such records will be deemed to account for the assets associated with such Series separately from the other assets of t...
Sample 1Sample 2Sample 3See All (11)
Assets Associated with a Series. All consideration received by the Company for the issuance or sale of Class A Shares of a particular Series shall be used to purchase the Artwork on behalf of the associated SP, and, in consideration therefor, the Series will own all of the equity interests in the SP. All income, earnings, profits and proceeds thereof, from whatever source derived, and any proceeds derived from the sale, exchange or liquidation of the Artwork, shall, subject to the provisions of this Agreement, be held for the benefit of the Series, such SP or the Members associated with such Series, and not for the benefit of any other Series, SP or the Members associated with any other Series, for all purposes, and shall be accounted for and recorded upon the books and records of the Series or SP, as applicable, separately from any assets associated with any other Series or SP. Such assets are herein referred to as assets associated with that Series or SP, as applicable. In the event that there are any assets in relation to the Company that, in the Managing Member’s reasonable judgment, are not readily associated with a particular Series, the Managing Member shall allocate such assets to, between or among any one or more of the Series, in such manner and on such basis as the Managing Member deems in its sole discretion as fair and equitable, and any asset so allocated to a particular Series shall thereupon be deemed to be an asset associated with that Series. Each allocation by the Managing Member pursuant to the provisions of this paragraph shall be conclusive and binding upon the Members associated with each and every Series. Separate and distinct records shall be maintained for each and every Series and SP, and the Managing Member shall not commingle the assets of one Series or SP with the assets of any other Series or SP.
Sample 1Sample 2Sample 3See All (4)
Assets Associated with a Series. All consideration received by the Company for the issuance or sale of Interests in a particular Series, together with all assets in which such consideration is invested or reinvested, and all income, earnings, profits and proceeds thereof, from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, shall, subject to the provisions of this Agreement, be held for the benefit of the Members of such Series, and not for the benefit of the Members of any other Series, for all purposes, and shall be accounted for and recorded upon the books and records of the Company separately from General Assets (defined below) and any assets associated with any other Series. Such consideration, and such assets, income, earnings, profits, proceeds, funds and payments, are herein referred to as “assets associated with” that Series. In the event that there are any assets, income, earnings, profits and/or proceeds thereof, and/or any funds or payments derived from the reinvestment of such proceeds, that, in the Managing Member’s reasonable judgment, are not readily associated with a particular Series (collectively, “General Assets”), the Managing Member may allocate such General Assets to, between or among any one or more of the Series, in such manner and on such basis as the Managing Member deems fair and equitable, and any General Asset so allocated to a particular Series shall thereupon cease to be a General Asset and shall be deemed to be an asset associated with that Series. Each allocation by the Managing Member pursuant to the provisions of this Section 6(b)(i) shall be conclusive and binding upon the Members of all Series.
Sample 1Sample 2
Assets Associated with a Series. All Assets of a Series shall, subject to the provisions of this Agreement, be held for the benefit of the Series Members associated with such Series, and not for the benefit of the Members or Series Members associated with any other Series, for all purposes, and shall be accounted for and recorded upon the books and records of the Company separately from any Assets associated with the Company generally or any other Series. Such Assets are herein referred to as “Assets associated with” such particular Series. In the event there are any Assets in relation to the Company that, in the Manager’s reasonable judgment, are not readily associated with a particular Series, the Manager may allocate such Assets to, between, or among any one (1) or more of the Company and its Series in such manner and on such basis as the Manager deems fair and equitable, and any Asset so allocated to a particular Series shall thereupon be deemed to be an Asset associated with that Series. Each allocation by the Manager pursuant to the provisions of this Section 3.6(a) shall be conclusive and binding upon the Member(s) and the Series Members associated with each and every Series. Separate and distinct records will be maintained for each and every Series, and the Manager will not commingle the Assets of one Series with the Assets of any other Series. Each Series Member of a particular Series irrevocably waives any right that he/she/it may have to maintain an action for partition with respect to his/her/its Units in the Company or any Series or any Assets. Any corporation, brokerage firm, or transfer agent called upon to transfer any Assets to or from the name of any Series shall be entitled to rely upon instructions or assignments signed or purporting to be signed by the Manager or its agents without inquiry as to the authority of the person signing or purporting to sign such instruction or assignment or as to the validity of any transfer to or from the name of such Series.
Sample 1

Related to Assets Associated with a Series

  • Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments in the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preference, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case, the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would have been converted or for which such Stock would have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

Time is Money Join Law Insider Premium to draft better contracts faster.