Fiscal Year means the fiscal year of the Company, which shall be the calendar year unless otherwise determined by the Managing Member in its sole discretion in accordance with Section 11.12 hereof
GAAP means accounting principles generally accepted in the United States of America as in effect from time to time.
Incapacity means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity, permanent disability or death of such Person.
Indemnitee means (a) the Managing Member, (b) any additional or substitute Managing Member, (c) any Person who is or was a Tax Matters Member, officer or director of the Managing Member or any additional or substitute Managing Member, (d) any officer or director of the Managing Member or any additional or substitute Managing Member who is or was serving at the request of the Managing Member or any additional or substitute Managing Member as an officer, director, employee, member, partner, Tax Matters Member, agent, fiduciary or trustee of another Person and any other Person required to be indemnified by the Managing Member pursuant to the certificate of incorporation or bylaws of the Managing Member as in effect from time to time; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (e) any Officer or other Person the Managing Member in its sole discretion designates as an Indemnitee for purposes of this Agreement and (f) any heir, executor or administrator with respect to Persons named in clauses (a) through (e).
IPO Corp has the meaning set forth in the preamble of this Agreement.
Law means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Company or any Member, as the case may be.
Liquidation Agent has the meaning set forth in Section 9.03 hereof.
Managing Member means IPO Corp, or any successor managing member admitted to the Company in accordance with the terms of this Agreement, in each case in its capacity as managing member of the Company.
Member means each of the Persons from time to time listed as a member (including the Managing Member) on the books and records of the Company, in each case for so long as he, she or it remains a member of the Company as provided hereunder, and, for purposes of Section 8.01, Section 8.02, Section 8.03, Section 8.04, Section 8.05 and Section 8.06 hereof, any Personal Planning Vehicle of such Member, in its capacity as a member of the Company.
New Partnership Audit Procedures shall mean Subchapter C of Chapter 63 of the Code, as modified by Section 1101 of the Bipartisan Budget Act of 2015, Pub. L. No. 114-74, any amended or successor version, Treasury Regulations promulgated thereunder, official interpretations thereof, related notices, or other related administrative guidance.