SOIF III definition
Examples of SOIF III in a sentence
SOIF III is hereby charged with the responsibility for all tax-related matters affecting the Company and is hereby designated as the “Tax Matters Representative”.
The doctrine of corporate opportunity or any analogous doctrine, shall not apply to any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or any of their Affiliates.
Upon the execution by any such SOIF II Transferee, SOIF III Transferee, BGF Transferee or BRG Transferee of such documents necessary to admit such party into the Company and to cause the SOIF II Transferee, SOIF III Transferee, BGF Transferee or BRG Transferee (as applicable) to become bound by this Agreement, the SOIF II Transferee, SOIF III Transferee, BGF Transferee or BRG Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Upon the execution by any such SOIF III Transferee or BRG Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Transferee or BRG Transferee (as applicable) to become bound by this Agreement, the SOIF III Transferee or BRG Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
The doctrine of corporate opportunity or any analogous doctrine, shall not apply to any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III or BGF, or any of their Affiliates.
As of the date of closing of BRG’s exercise of its Conversion right as provided in Section 10.4 (the “Conversion Date”), SOIF III, and any then current Manager shall each and all be deemed to have automatically resigned as Managers and cease to be Managers of the Company, whereupon BRG shall become the sole Manager of the Company.
Except as provided in Article 7, the provisions of this Article 8 shall be the sole and exclusive remedy of REIT with respect to matters which are subject to indemnification by SOIF III under Section 8.3 of this Agreement, all other remedies with respect to such matters being hereby waived.
The initial Manager designated by the Class B Members is SOIF III.
SOIF III agrees to consult with BEMT with respect to any written notice of any material tax elections and any material inquiries, claims, assessments, audits, controversies or similar events received from any taxing authority.
Closing Date: The date of the closing of the IPO or such other post-IPO date which has been mutually agreed upon by the REIT, SOIF II and SOIF III (collectively, the “Parties,” individually each a “Party”), subject to an outside closing date of June 30, 2014, unless extended by mutual agreement of the Parties.