Common use of Admission of Substitute Members Clause in Contracts

Admission of Substitute Members. An Assignee of an Interest may be admitted as a Substitute Member and substituted to all of the rights of the Member who assigned the Interest, but only with the approval of the Board which may grant or withhold the approval of admission for any reason. If admitted, the Substitute Member has all the rights and powers and is subject to all the restrictions and liabilities of the Member assigning the Interest. Unless and until the Company receives from the Assignee, in writing, an agreement in which the Assignee expressly assumes and agrees to be bound by the terms and conditions of this Agreement and agrees to be responsible for all reasonable costs and expenses incurred by the Company in connection with the Disposition, the admission of such Assignee as a Substitute Member shall not be recognized by the Company. The admission of a Substitute Member, unless otherwise agreed by the Members, shall not release the Member assigning the Interest from any liability to the Company that may exist prior to the approval. The Company shall amend its records at least once each calendar quarter to effect the substitution of Substitute Members, although the Board may elect to do so more frequently. In the case of assignments, where the Assignee does not become a Substitute Member, the Company shall recognize the assignment not later than the last day of the calendar month following receipt of Notice of assignment and required documentation. The provisions of this Section 9.10 shall be subject to the provisions of the BRS Unit Purchase and Sale Agreement.

Admission of Substitute Members. An Upon transfer of a Unit by a Member in accordance with Article IX (but not otherwise), the transferor shall have the power to give the transferee the right to apply to become a Substitute Member with respect to the Unit acquired, subject to the conditions of and in the manner permitted under this Agreement. A transferee of a Unit shall be an Assignee only with respect to the transferred Unit (whether or not such transferee is a Member or Substitute Member with respect to other previously acquired Units) and shall not become a Substitute Member with respect to the transferred Unit unless and until all of an Interest may be admitted the following conditions are satisfied: A. The instrument of assignment sets forth the intentions of the assignor that the Assignee succeed to the assignor’s interest as a Substitute Member in his place with respect to a transferred Unit; B. The assignor and substituted to Assignee shall have fulfilled all of the rights of the Member who assigned the Interest, but only with the approval of the Board which may grant or withhold the approval of admission for any reason. If admitted, the Substitute Member has all the rights and powers and is subject to all the restrictions and liabilities of the Member assigning the Interest. Unless and until the Company receives from the Assignee, in writing, an agreement in which the Assignee expressly assumes and agrees to be bound by the terms and conditions other requirements of this Agreement and agrees to be responsible for Agreement; C. The Assignee shall have paid all reasonable legal fees and filing costs and expenses incurred by the Company in connection with the Disposition, the his substitution as a Member; D. The Manager shall have approved admission of such the Assignee as a Substitute Member shall not (such approval may be recognized granted or withheld by the CompanyManager in its sole and absolute discretion and may be arbitrarily withheld); and E. The books and records of the Company have been modified to reflect the admission. The admission of an Assignee as a Substitute Member with respect to a transferred Unit shall become effective on the date the Members give their consent through a Majority Vote of the Members to the admission, and the books and records of the Company have been modified to reflect such admission. Any Member who transfers all of his Units with respect to which it had been admitted as a Member shall cease to be a Member of the Company upon a transfer of such Units in accordance with Article IX and the execution of a counterpart of this Agreement by the transferee and shall have no further rights as a Member in or with respect to the Company (whether or not the Assignee of such former Member is admitted to the Company as a Substitute Member, unless otherwise agreed by the Members, shall not release the Member assigning the Interest from any liability to the Company that may exist prior to the approval. The Company shall amend its records at least once each calendar quarter to effect the substitution of Substitute Members, although the Board may elect to do so more frequently. In the case of assignments, where the Assignee does not become a Substitute Member, the Company shall recognize the assignment not later than the last day of the calendar month following receipt of Notice of assignment and required documentation. The provisions of this Section 9.10 shall be subject to the provisions of the BRS Unit Purchase and Sale Agreement).

Admission of Substitute Members. 1. Upon a transfer of a Unit by a Member in accordance with Article X, the transferor shall have the power to give, and by assignment or transfer of any Unit issued shall be deemed to have given, the assignee or transferee the right to apply to become a Substitute Member with respect to the Unit acquired, subject to the conditions of and in the manner permitted under this Agreement. An assignee or transferee of a Unit shall be an Assignee only with respect to the transferred Unit (whether or not such transferee is a Member or Substitute Member with respect to other previously acquired Units) unless and until all of an Interest may be admitted the following conditions are satisfied: a. The instrument of assignment sets forth the intentions of the assignor that the Assignee succeed to the assignor’s interest as a Substitute Member in his place; b. The assignor and substituted to Assignee shall have fulfilled all of the rights of the Member who assigned the Interest, but only with the approval of the Board which may grant or withhold the approval of admission for any reason. If admitted, the Substitute Member has all the rights and powers and is subject to all the restrictions and liabilities of the Member assigning the Interest. Unless and until the Company receives from the Assignee, in writing, an agreement in which the Assignee expressly assumes and agrees to be bound by the terms and conditions other requirements of this Agreement and agrees to be responsible for Agreement; c. The Assignee shall have paid all reasonable legal fees and filing costs and expenses incurred by the Company in connection with his substitution as a Members: and d. The Members shall have approved such substitution in writing by majority vote of the DispositionMembers, which approval may be granted or withheld by each Member in its sole and absolute discretion and may be arbitrarily withheld, and the books and records of the Company have been modified to reflect the admission. 2. The admission of such an Assignee as a Substitute Member with respect to a transferred Unit shall not become effective upon a majority vote of the Members and when the books and records of the Company have been modified to reflect such admission. Any Member who transfers all of his Units shall cease to be recognized by a Member of the Company. The admission of Company only when the transferee or assignee is admitted as a Substitute Member. Until that time, unless otherwise agreed by the Members, transferring Member shall not release the Member assigning the Interest from any liability continue to the Company that may exist prior to the approval. The Company shall amend its records at least once each calendar quarter to effect the substitution have all rights and obligations of Substitute Members, although the Board may elect to do so more frequently. In the case of assignments, where the Assignee does not become a Substitute Member, the Company shall recognize the assignment not later than the last day of the calendar month following receipt of Notice of assignment and required documentation. The provisions of this Section 9.10 shall be subject except those rights to the provisions of the BRS Unit Purchase and Sale Agreementdistributions which were transferred or assigned.

Admission of Substitute Members. An Upon a transfer of a Unit by a Member in accordance with Article 10 (but not otherwise), the transferor shall have the power to give, and by transfer of any Certificate issued shall be deemed to have given, the transferee the right to apply to become a Substitute Member with respect to the Unit acquired, subject to the conditions of and in the manner permitted under this Agreement. A transferee of a Certificate representing a Unit shall be an Assignee with respect to the transferred Unit (whether or not such transferee is a Member or Substitute Member with respect to other previously acquired Units) and shall not become a Substitute Member unless and until all of an Interest may be admitted the following conditions are satisfied: (a) the instrument of assignment sets forth the intentions of the assignor that the Assignee succeed to the assignor’s interest as a Substitute Member in the Assignor’s place; (b) the assignor and substituted to assignee shall have fulfilled all of the rights of the Member who assigned the Interest, but only with the approval of the Board which may grant or withhold the approval of admission for any reason. If admitted, the Substitute Member has all the rights and powers and is subject to all the restrictions and liabilities of the Member assigning the Interest. Unless and until the Company receives from the Assignee, in writing, an agreement in which the Assignee expressly assumes and agrees to be bound by the terms and conditions other requirements of this Agreement and agrees to be responsible for Agreement; (c) the assignee shall have paid all reasonable legal fees and filing costs and expenses incurred by the Company in connection with such assignee’s substitution as a Member; and (d) the DispositionMembers shall have unanimously approved such substitution in writing, which approval may be granted or withheld by each Member in each Member’s sole discretion and may be arbitrarily withheld, and the books and records of the Company have been modified to reflect the admission. The admission of such an Assignee as a Substitute Member with respect to a transferred Unit shall not become effective on the date the Members give their unanimous written consent to the admission and the books and records of the Company have been modified to reflect such admission. Any Member who transfers all of such Member’s Units with respect to which the Member had been admitted as a Member shall cease to be recognized a Member of the Company upon a transfer of such Units in accordance with Article 10 and the execution of a counterpart of this Agreement by the Company. The admission transferee and shall have no further rights as a Member in or with respect to the Company (whether or not the Assignee of such former Member is admitted to the Company as a Substitute Member, unless otherwise agreed by the Members, shall not release the Member assigning the Interest from any liability to the Company that may exist prior to the approval. The Company shall amend its records at least once each calendar quarter to effect the substitution of Substitute Members, although the Board may elect to do so more frequently. In the case of assignments, where the Assignee does not become a Substitute Member, the Company shall recognize the assignment not later than the last day of the calendar month following receipt of Notice of assignment and required documentation. The provisions of this Section 9.10 shall be subject to the provisions of the BRS Unit Purchase and Sale Agreement).

Admission of Substitute Members. An Upon a transfer of a Unit by a Member in accordance with Article 1O (but not otherwise), the transferor shall have the power to give, and by transfer of any Certificate issued shall be deemed to have given, the transferee the right to apply to become a Substitute Member with respect to the Unit acquired, subject to the conditions of and in the manner permitted under this Agreement. A transferee of a Certificate representing a Unit shall be an Assignee with respect to the transferred Unit (whether or not such transferee is a Member or Substitute Member with respect to other previously acquired Units) and shall not become a Substitute Member unless and until all of an Interest may be admitted the following conditions are satisfied: (a) the instrument of assignment sets forth the intentions of the assignor that the Assignee succeed to the assignor's interest as a Substitute Member in the Assignor's place; (b) the assignor and substituted to Assignee shall have fulfilled all other requirements of the rights of the Member who assigned the Interest, but only with the approval of the Board which may grant or withhold the approval of admission for any reason. If admitted, the Substitute Member has all the rights and powers and is subject to all the restrictions and liabilities of the Member assigning the Interest. Unless and until the Company receives from the Assignee, in writing, an agreement in which this Agreement; (c) the Assignee expressly assumes and agrees to be bound by the terms and conditions of this Agreement and agrees to be responsible for shall have paid all reasonable legal fees and filing costs and expenses incurred by the Company in connection with his substitution as a Member; and (d) the DispositionMembers shall have unanimously approved such substitution in writing, which approval may be granted or withheld by each Member in each Member's sole discretion and may be arbitrarily withheld, and the books and records of the Company have been modified to reflect the admission. The admission of such an Assignee as a Substitute Member with respect to a transferred Unit shall not become effective on the date the Members give their unanimous written consent to the admission and the books and records of the Company have been modified to reflect such admission. Any Member who transfers all of his Units with respect to which the Member had been admitted as a Member shall cease to be recognized a Member of the Company upon a transfer of such Units in accordance with Article 10 and the execution of a counterpart of this Agreement by the Company. The admission transferee and shall have no further rights as a Member in or with respect to the Company (whether or not the Assignee of such former Member is admitted to the Company as a Substitute Member, unless otherwise agreed by the Members, shall not release the Member assigning the Interest from any liability to the Company that may exist prior to the approval. The Company shall amend its records at least once each calendar quarter to effect the substitution of Substitute Members, although the Board may elect to do so more frequently. In the case of assignments, where the Assignee does not become a Substitute Member, the Company shall recognize the assignment not later than the last day of the calendar month following receipt of Notice of assignment and required documentation. The provisions of this Section 9.10 shall be subject to the provisions of the BRS Unit Purchase and Sale Agreement).

Admission of Substitute Members. An Assignee of an Interest may Membership Interests (other than from a Managing Member) shall be admitted as a Substitute Member and substituted admitted to all of the rights of the Member who initially assigned the Interest, but Membership Interests only with the approval of a majority in interest of the Board Manging Members and the execution by such Assignee of an Admission Agreement, which approval may grant or withhold be withheld in the sole and absolute discretion of the Managing Members. An Assignee of Membership Interests of a Managing Member shall be admitted as a Substitute Member and admitted to all the rights of the Member who initially assigned the Membership Interests (but not the right to be a Managing Member) only with the approval of admission for any reasona majority in interest of the Members unrelated to the person assigning such interest and the execution by such Assignee of an Admission Agreement, which approval may be withheld in the sole and absolute discretion of such Members. If so admitted, the Substitute Member has shall have all the rights and powers and is be subject to all the restrictions and liabilities of the Member originally assigning the Interest. Unless and until the Company receives from the Assignee, in writing, an agreement in which the Assignee expressly assumes and agrees to be bound by the terms and conditions of this Agreement and agrees to be responsible for all reasonable costs and expenses incurred by the Company in connection with the Disposition, the admission of such Assignee as a Substitute Member shall not be recognized by the CompanyMembership Interests. The admission of a Substitute Member, unless otherwise agreed by the Memberswithout more, shall not release the Member originally assigning the Interest Membership Interests from any liability to the Company that may exist have existed prior to the approval. The Company shall amend its records at least once each calendar quarter to effect the substitution of Substitute Members, although the Board may elect to do so more frequently. In the case of assignments, where the Assignee does not become a Substitute Member, the Company shall recognize the assignment not later than the last day of the calendar month following receipt of Notice of assignment and required documentation. The provisions of this Section 9.10 shall be subject to the provisions of the BRS Unit Purchase and Sale Agreement.