Admission of Assignees Sample Clauses

Admission of Assignees. (a) Subject only to Subsections 12.2(b) and, 12.2(c), an assignee shall not be admitted as a Member, unless the assignee shall have received the discretionary consent of the Manager and Majority interest, with both the determination of Majority Interest to be made without regard to the interest or holdings of the assigning Member. As a condition of its consent, the Manager may require a substitute Member to pay the legal and other costs incurred by the Company in effecting his admission. If admitted, the substitute Member shall have, to the extent assigned, all of the rights and powers, and shall be subject to all the restrictions and liabilities, of a Member. In addition, the assignee shall provide the Company with the information and agreements that the Manager deems necessary in connection with the assignment, including written acknowledgement binding the assignee to this Agreement as a Member thereof. (b) No Manager or Member shall be called upon to approve the admission of the Trustee as a Member, and such admission shall be implemented without further action, if the Trustee (i) has executed (and delivered to the Manager) a memorandum binding itself to this Agreement as a Member thereof, and (ii) has provided the Manager with written confirmation that (A) the Trustee has been pledged Xxxxxx'x equity interest in the Company, (B) the Trustee has duly succeeded to such interest pursuant to the terms governing such pledge, (C) any cure period afforded Xxxxxx has expired, and (D) the Trustee wishes to become a Member in the stead of Xxxxxx. (c) In the case of the proposed admission of any assignee of Xxxxxx as a Member, the procedures described in Subsection 12.2(a) shall, with the following exception, be implemented. All Members shall be entitled to vote on the proposed admission, and, consequently, the consent of the Majority Interest shall be determined with regard to the interests and holdings of all Members, including those of the assigning Member.
Sample 1
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Admission of Assignees. Section 9.1 An Assignee has no Management Rights unless and until (i) the transferring Member so provides in the instrument of Transfer; (ii) the Assignee agrees in a writing reasonably satisfactory to the Manager to be bound by all of the terms and provisions of this Agreement (as the same may then have been amended); and (iii) all of the Members approve of the admission of such Assignee as a substituted Member. Until such time, the only rights of an Assignee are the Economic Rights allocable to the Transferred Membership Interest.
Sample 1
Admission of Assignees. With respect to each assignment, transfer, issuance, conveyance or distribution of capital stock, limited liability company or other ownership interests contemplated by this Agreement (the interests so assigned, transferred, issued, conveyed or distributed, collectively, the “Transferred Interests”), each of the Parties agrees that by virtue of executing and delivering this Agreement, each transferee, assignee or other new holder of such Transferred Interests (the “Assignees”) will become party to the relevant limited liability company agreements or other organizational documents, as the case may be (the “Organizational Documents”), of the issuer of the Transferred Interests (and in accordance with the applicable Organizational Documents, the relevant Assignees will be admitted as members or other similar ownership positions, as the case may be, under the applicable Organizational Documents), and notwithstanding anything to the contrary contained in any such Organizational Documents, the relevant Assignees hereby accept and agree to be bound by all of the terms and conditions of the applicable Organizational Documents. The books and records of each Assignee and issuer of Transferred Interests shall promptly be revised to reflect the transactions set forth in this Agreement.
Sample 1
Admission of Assignees. 17 1. Rights of Assignee......................................................17 2. Admission of Substitute Member..........................................18 3.
Sample 1
Admission of Assignees. The Company shall not admit or create any additional assignees whatsoever. The only options for permitted transfers of financial rights only to creditors shall be those options made available in connection with the Company’s acquisition of one hundred percent (100%) of BHP Billiton New Mexico Coal, Inc’s stock ofNMCC.
Sample 1
Admission of Assignees. 34 Section 9.1 Rights of Assignees. . . . . . . . . . . . . . . . . 34 Section 9.2 Admission of Assignee as a Partner. . . . . . . . 34 Section 9.3 Admission of Permitted Transferee as Partner. . . 34
Sample 1
Admission of Assignees. Notwithstanding anything to the contrary in this Agreement, an assignee of a Membership Interest shall be admitted as a Member only upon (i) the written consent of all other Members and the Manager, which consent may be granted or withheld in the sole and absolute discretion of such Member and Manager whose consent is required hereby and (ii) the execution by such Person of this Agreement. Until the assignee of a Membership Interest is admitted as a Member, the assignor, subject to the penultimate sentence of Section 18(a), shall continue to be a Member and upon such admission, the assignor shall be released of all obligations hereunder.
Sample 1
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Admission of Assignees 
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Related to Admission of Assignees

  • 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#

  • 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.

  • 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.

  • Rights of Assignees Subject to Section 8.07, the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.10.

  • 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.

  • 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.

  • Prohibition of Assignment This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by Consultant without the prior written consent of the Company. Any assignment of rights or delegation of duties or obligations hereunder made without such prior written consent shall be void and of no effect.

  • Right of Assignment No consent shall be required pursuant to Clause 17.1 in the case of an assignment by a Party to an Affiliate provided that: (a) the Affiliate is technically capable of performing the Party’s obligations under this Agreement; and (b) the assigning Party shall not be relieved of any obligations that such Affiliate fails to perform.

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

  • Electronic Execution of Assignments The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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