Intermediate Entities. (a) The Managing Member may, without the consent of the Members, cause the Fund to hold certain investments directly or indirectly through one or more holding entities, including, without limitation, (i) REIT Subsidiaries and/or (ii) one or more limited liability companies or limited partnerships (together with any REIT Subsidiary, “Intermediate Entities”), in each case, owned together by the Fund, any Parallel Fund, any Alternative Investment Vehicles and other investment vehicles (excluding for this purpose de minimis holdings by preferred holders at the REIT level). The Managing Member and/or its Affiliates may, in its discretion, at any time withdraw all or a portion of its investment in any entity comprising the Fund, any Parallel Fund, any Alternative Investment Vehicles and any Intermediate Entities to facilitate its investment in any other Intermediate Entity and, in connection therewith, take any other necessary action to consummate the foregoing. With respect to any Intermediate Entity, the Managing Member shall not take any action which is materially inconsistent with the terms and provisions of this Agreement. (b) Each Member agrees that if the Fund forms a REIT Subsidiary, the Managing Member may impose limits on the ownership and transfer of interests (in addition to the other restrictions set forth in this Agreement) (and may impose remedies for violations of any such ownership and/or transfer limitations), and require any Member, as a precondition to actually or constructively owning any interests in excess of such limitations, to make such representations and covenants, in each case as are determined in good faith by the Managing Member to be necessary or desirable for the REIT Subsidiary to maintain its status as a REIT under the Code. The Managing Member may, without the consent of any other Person (including any Member), amend this Agreement as necessary or appropriate to give effect to the intent of this paragraph 8.8, and may interpret in good faith any provision of this Agreement, whether or not so amended, to give effect to the intent of the provisions of this paragraph 8.
Appears in 1 contract
Sources: Limited Liability Company Agreement
Intermediate Entities.
(a) The Managing Member may, without the consent of the Members, cause the Fund to hold certain investments directly or indirectly through one or more holding entities, including, without limitation, (i) REIT Subsidiaries and/or (ii) one or more limited liability companies or limited partnerships (together with any REIT Subsidiary, “Intermediate Entities”), in each case, owned together by the Fund, any Parallel Fund, any Alternative Investment Vehicles and other investment vehicles (excluding for this purpose de minimis holdings by preferred holders at the REIT level). The Managing Member and/or its Affiliates may, in its discretion, at any time withdraw all or a portion of its investment in any entity comprising the Fund, any Parallel Fund, any Alternative Investment Vehicles and any Intermediate Entities to facilitate its investment in any other Intermediate Entity and, in connection therewith, take any other necessary action to consummate the foregoing. With respect to any Intermediate Entity, the Managing Member shall not take any action which is materially inconsistent with the terms and provisions of this Agreement.
(b) Each Member agrees that if the Fund forms a REIT Subsidiary, the Managing Member may impose limits on the ownership and transfer of interests (in addition to the other restrictions set forth in this Agreement) (and may impose remedies for violations of any such ownership and/or transfer limitations), and require any Member, as a precondition to actually or constructively owning any interests in excess of such limitations, to make such representations and covenants, in each case as are determined in good faith by the Managing Member to be necessary or desirable for the REIT Subsidiary to maintain its status as a REIT under the Code. The Managing Member may, without the consent of any other Person (including any Member), amend this Agreement as necessary or appropriate to give effect to the intent of this paragraph 8.8, and may interpret in good faith any provision of this Agreement, whether or not so amended, to give effect to the intent of the provisions of this paragraph 8.
Appears in 1 contract
Sources: Limited Liability Company Agreement