Admission of Assignee as Member Sample Clauses

Admission of Assignee as Member. Subject to the other provisions of this Article XII, an Assignee may be admitted to the Company as a Member only if: (x) the Board gives prior written consent regarding the admission (which consent may be given or withheld at the Board’s sole discretion), provided that the Board shall automatically be deemed to have consented to the admission of any Permitted Transferee (as defined in the Unitholders Agreement); and (y) the Assignee becomes a party to this Agreement as a Member by executing a Joinder and executing such other documents and instruments as the Board may reasonably request as necessary or appropriate to confirm such Assignee as a Member in the Company and such Assignee’s agreement to be bound by the terms and conditions of this Agreement and the Unitholders Agreement. Upon admission as a Member, the Assignee shall, to the extent assigned, have the rights and powers, and be subject to the restrictions and liabilities, of a Member under the Act and this Agreement, and shall further be liable for any obligations of the Transferring Member to make future capital contributions (if any). Upon the admission of an Assignee as a Member, the Board or an authorized officer of the Company shall amend Schedule A without the further vote, act or consent of any other Person to reflect the change in status of such Assignee from a non-Member Holder to a Member.
Sample 1
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Admission of Assignee as Member. (a) An assignee of a Membership Interest shall be admitted to the Company as a Member if, and only if, all of the following requirements are met: (1) Subject to the last sentence of Section 7.2 above, the manager has consented to the assignee's admission as a Member of the Company, which consent may be granted or withheld in the manager' sole discretion. (2) The assigning Member and the assignee have executed and delivered to the Company an executed copy of an assignment instrument in which the assigning Member assigns his Membership Interest, or a portion of his Membership Interest, to the assignee, and the assignee accepts the assignment from the assigning Member. (3) The assignee executes and delivers to the Company such instruments, agreements and/or documents as the manager may reasonably require, including, without limitation, an addendum to this Agreement, in form and substance acceptable to the manager, whereby the assignee (i) agrees to be admitted to the Company as a Member in respect of the Membership Interest assigned to him, (ii) assumes and agrees to perform the obligations of the assigning Member to the Company and the other Members in respect of the Membership Interest assigned to him and (iii) agrees to be bound by, and to perform, the provisions of this Agreement in respect of the Membership Interest assigned to him. (4) The assignee has, if requested by the manager, reimbursed the Company for the legal fees and other expenses incurred by the Company in connection with an assignment by such Member of all or a portion of his Membership Interest pursuant to the provisions of Section 7.1 and the admission of his assignee to the Company as a Member pursuant to the provisions of this Section 7.4. (b) Each Member hereby appoints (and each assignee who is entitled to be admitted to the Company as a Member shall be deemed to have appointed) the manager, with full power of substitution, as his true and lawful attorney-in-fact, in such Member's name and behalf, to make, execute, acknowledge, certify, deliver, file and/or record each and every instrument and document as may be required, in the judgment of such attorney-in-fact, to effect or reflect the admission to the Company, as a Member, of the assignee. (c) The manager shall have the right, power and authority to do all things necessary or advisable, in its judgment, to effect or reflect the admission to the Company, as a Member, of the assignee of an assigning Member. (d) Upon satisfaction of t...
Sample 1
Admission of Assignee as Member. The Assignee is hereby admitted as a member of the Company and is the owner of 70% of Membership Interests of the Company.
Sample 1
Admission of Assignee as Member 
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Related to Admission of Assignee as Member

  • Recognition of Assignee (a) From and after the date hereof, the Servicer shall note the transfer of the Mortgage Loans to the Assignee in its books and records, shall recognize the Assignee as the owner of the Mortgage Loans and shall, subject to subsection (b) below, service the Mortgage Loans for the benefit of the Assignee pursuant to the Servicing Agreement, the terms of which are incorporated herein by reference. The Servicer shall establish a separate Custodial Account for collections on the Mortgage Loans, and such Custodial Account shall be entitled “M&T Mortgage Corporation, as servicer in trust for [Trustee]”. It is the intention of the Assignor, Servicer and Assignee that the Servicing Agreement shall be binding upon and inure to the benefit of the Servicer and the Assignee and their successors and assigns. (b) The Servicer further acknowledges that, from and after the date hereof, it (and any of its successors under the Servicing Agreement) will be subject to the supervision of the Master Servicer (except that the Master Servicer shall not be responsible for supervising the servicing of defaulted Mortgage Loans and REO Properties) and that the Master Servicer, acting on behalf of the Trustee as the owner of the Mortgage Loans, shall have the same rights as were assigned by the Assignor, in its capacity as the original owner under the Servicing Agreement, to the Depositor under the Bayview Assignment Agreement, and further assigned by the Depositor to the Trustee, on behalf of the Trust, hereunder. Such rights will include, without limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Servicer under the Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Servicing Agreement, indemnification rights, the right to inspect the Servicer’s books and records and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer. (c) All reports, notices and other written information required to be delivered to the Trustee, as the successor in interest to Bayview and the Assignor under the Servicing Agreement, shall also be delivered to the Master Servicer at the address set forth in Section 9 hereof. All remittances required to be made to the Trustee, as the successor in interest to Bayview and the Assignor under the Servicing Agreement, shall be made instead to the Master Servicer by wire transfer to the following account: ___________________ ABA# For credit to: Account Number: For further credit to: Collection Acct#

  • Admission of Member The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

  • Notification of Assignment Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

  • Admission of a Substitute or Additional General Partner A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied: (a) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.5 hereof in connection with such admission shall have been performed; (b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel and the state or any other jurisdiction as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (i) the Partnership to be classified other than as a partnership for federal income tax purposes, or (ii) the loss of any Limited Partner’s limited liability.

  • Termination of Assignment Citizens and the Firm may each terminate a specific assignment or all assignments held by the Firm, at any time upon advanced written notice. Citizens may also reassign any matter at any time upon advanced written notice.

  • DURATION OF ASSIGNMENT The scope of services of this Assignment shall be completed no later than August 31, 2023, unless terminated earlier as provided in Section 3.2 of the Agreement. The schedule is subject to adjustments for possible time extension; however, any extension of time must be approved by the TFC and shall require an amendment to Assignment No. 1.

  • Admission of Members Other persons may be admitted as Members from time to time pursuant to the provisions of this Agreement.

  • Admission of Additional Partners After the Private Placement of the Units of Limited Partnership Interest has been terminated by the General Partner, no additional General Partner will be admitted to the Partnership except as described in Paragraph 18(c). The General Partner may take such actions as may be necessary or appropriate at any time to offer new Units or partial Units of Limited Partnership Interest and to admit new or substituted Limited Partners to the Partnership. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

  • Admission of Additional Members One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

  • Rights of Assignee The Assignee of a Membership Interest shall be entitled to receive distributions and profits and losses attributable to the Membership Interest in the Company, but in no event shall the Assignee have the right to participate in, or interfere with, the management or administration of the Company’s business or affairs or become a substitute Member unless permitted to do so by a unanimous vote of the other Members.

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