Assets Associated with a Series Sample Clauses
The "Assets Associated with a Series" clause defines which assets are specifically linked to a particular series within a series LLC or similar entity structure. In practice, this clause outlines the process for identifying, recording, and maintaining the separation of assets for each series, such as real estate, intellectual property, or financial accounts, ensuring that each asset is clearly allocated to the correct series. By establishing this separation, the clause helps protect the assets of one series from the liabilities of another, thereby limiting risk and providing clarity for both internal management and external parties.
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.
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...
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.
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.
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.