Common use of Affiliate Transfers Clause in Contracts

Affiliate Transfers. Subject to the provisions of Section l2.2(b) hereof, and subject in each case to the prior written approval of the Manager, (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Interest, such cessation shall be a non permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under any Collateral Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

AutoNDA by SimpleDocs

Affiliate Transfers. Subject to the provisions of Section l2.2(b12.2(b) hereof, and subject in each case to the prior written approval of the Manager, Manager (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Interest, such cessation shall be a non non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under any Collateral Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Affiliate Transfers. Subject to the provisions of Section l2.2(b12.2(b) hereof, and subject in each case to the prior written approval of the Manager, each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Interest, such cessation shall be a non non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under any Collateral Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

AutoNDA by SimpleDocs

Affiliate Transfers. Subject to the provisions of Section l2.2(b12.2(b) hereof, and subject in each case to the prior written approval of the Manager, (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Interest, such cessation shall be a non non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under any Collateral Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!