We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Assignees Clause in Contracts

Assignees. The Company shall not recognize for any purpose any purported Transfer of all or any part of the Units of a Member, unless the provisions of Article 11 shall have been complied with and there shall have been filed with the Company a dated notice of such Transfer, in a form satisfactory to the Manager, executed and acknowledged by both the transferor or such transferor’s legal representative and the transferee, and such notice (i) contains the acceptance by the transferee of all the terms and provisions of this Agreement and such transferee’s agreement to be bound hereby, and (ii) represents that such Transfer was made in accordance with all applicable laws, rules and regulations. Unless and until an Assignee becomes a Substitute Member, such Assignee shall have no rights with respect to such Units other than those rights with respect to allocations and distributions. Any Member which shall Transfer all of its Units shall cease to be a Member upon, but only upon, the admission of a Substitute Member in such Member’s stead. Notwithstanding anything to the contrary contained in this Agreement, both the Company and the Manager shall be entitled to treat a Member transferring all or any part of its Units as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such Member, until such time as a Substitute Member is admitted in such Member’s stead in respect thereof.

Appears in 21 contracts

Samples: Operating Agreement (Holiday Lifestyle Fund I), Operating Agreement (Cardone Equity Fund IX, LLC), Operating Agreement (Holiday Lifestyle Fund I)

AutoNDA by SimpleDocs

Assignees. (a) The Company Fund shall not recognize for any purpose any purported Transfer of all or any part of the Units of a Member, unless the provisions of Article 11 Section 11.2 shall have been complied with and there shall have been filed with the Company Fund a dated notice of such Transfer, in a form satisfactory to the Manager, executed and acknowledged by both the transferor or such transferor’s legal representative and the transferee, and such notice (i) contains the acceptance by the transferee of all the terms and provisions of this Agreement and such transferee’s agreement to be bound hereby, and (ii) represents that such Transfer was made in accordance with all applicable laws, rules and regulations. . (b) Unless and until an Assignee becomes a Substitute Member, such Assignee shall have no rights with respect to such Units other than those rights with respect to allocations and distributions. . (c) Any Member which shall Transfer all of its Units shall cease to be a Member upon, but only upon, the admission of a Substitute Member in such Member’s stead. . (d) Notwithstanding anything to the contrary contained in this Agreement, both the Company Fund and the Manager shall be entitled to treat a Member transferring all or any part of its Units as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such Member, until such time as a Substitute Member is admitted in such Member’s stead in respect thereof.

Appears in 6 contracts

Samples: Operating Agreement, Operating Agreement, Operating Agreement

Assignees. (a) The Company shall not recognize for any purpose any purported Transfer of all or any part of the Units of a Member, unless the provisions of Article 11 Section 11.2 shall have been complied with and there shall have been filed with the Company a dated notice of such Transfer, in a form satisfactory to the Manager, executed and acknowledged by both the transferor or such transferor’s legal representative and the transferee, and such notice (i) contains the acceptance by the transferee of all the terms and provisions of this Agreement and such transferee’s agreement to be bound hereby, and (ii) represents that such Transfer was made in accordance with all applicable laws, rules and regulations. . (b) Unless and until an Assignee becomes a Substitute Member, such Assignee shall have no rights with respect to such Units other than those rights with respect to allocations and distributions. . (c) Any Member which shall Transfer all of its Units shall cease to be a Member upon, but only upon, the admission of a Substitute Member in such Member’s stead. . (d) Notwithstanding anything to the contrary contained in this Agreement, both the Company and the Manager shall be entitled to treat a Member transferring all or any part of its Units as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such Member, until such time as a Substitute Member is admitted in such Member’s stead in respect thereof.

Appears in 3 contracts

Samples: Limited Liability Operating Agreement, Limited Liability Operating Agreement, Limited Liability Operating Agreement

Assignees. The Company shall not recognize for any purpose any purported Transfer of all or any part of the Units Interests of a Member, unless the provisions of Article 11 shall have been complied with and there shall have been filed with the Company a dated notice of such Transfer, in a form satisfactory to the Manager, executed and acknowledged by both the transferor or such transferor’s legal representative and the transferee, and such notice (i) contains the acceptance by the transferee of all the terms and provisions of this Agreement and such transferee’s agreement to be bound hereby, and (ii) represents that such Transfer was made in accordance with all applicable laws, rules and regulations. Unless and until an Assignee becomes a Substitute Member, such Assignee shall have no rights with respect to such Units Interests other than those rights with respect to allocations and distributions. Any Member which shall Transfer all of its Units Interests shall cease to be a Member upon, but only upon, the admission of a Substitute Member in such Member’s stead. Notwithstanding anything to the contrary contained in this Agreement, both the Company and the Manager shall be entitled to treat a Member transferring all or any part of its Units Interests as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such Member, until such time as a Substitute Member is admitted in such Member’s stead in respect thereof.

Appears in 3 contracts

Samples: Operating Agreement (Pf Royalty I LLC), Operating Agreement (Pf Royalty I LLC), Operating Agreement (Pf Royalty I LLC)

Assignees. (a) The Company Fund shall not recognize for any purpose any purported Transfer of all or any part of the Units of a Member, unless the provisions of Article 11 Section 12.1 shall have been complied with and there shall have been filed with the Company Fund a dated notice of such Transfertransfer agreement, in a form satisfactory to the Manager, executed and acknowledged by both the transferor or such transferor’s legal representative and the transferee, and such notice (i) contains the acceptance accepting by the transferee of all the terms and provisions of this Agreement and such transferee’s agreement to be bound hereby, and (ii) represents representing that such Transfer was made in accordance with all applicable laws, rules and regulations. , among other things, and such other documents and information requested by the Manager. (b) Unless and until an Assignee becomes a Substitute Member, such Assignee shall have no rights with respect to such Units other than those rights with respect to allocations and distributions. . (c) Any Member which shall Transfer all of its Units shall cease to be a Member upon, but only upon, the admission of a Substitute Member in such Member’s stead. . (d) Notwithstanding anything to the contrary contained in this Agreement, both the Company Fund and the Manager shall be entitled to treat a Member transferring all or any part of its Units as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such Member, until such time as a Substitute Member is admitted in such Member’s stead in respect thereof.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement

Assignees. (a) The Company Fund shall not recognize for any purpose any purported Transfer of all or any part of the Units of a Member, unless the provisions of Article 11 Section 12.1 shall have been complied with and there shall have been filed with the Company Fund a dated notice of such Transfer, in a form satisfactory to the Manager, executed and acknowledged by both the transferor or such transferor’s legal representative and the transferee, and such notice (i) contains the acceptance by the transferee of all the terms and provisions of this Agreement and such transferee’s agreement to be bound hereby, and (ii) represents that such Transfer was made in accordance with all applicable laws, rules and regulations. . (b) Unless and until an Assignee becomes a Substitute Member, such Assignee shall have no rights with respect to such Units other than those rights with respect to allocations and distributions. . (c) Any Member which shall Transfer all of its Units shall cease to be a Member upon, but only upon, the admission of a Substitute Member in such Member’s stead. . (d) Notwithstanding anything to the contrary contained in this Agreement, both the Company Fund and the Manager shall be entitled to treat a Member transferring all or any part of its Units as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such Member, until such time as a Substitute Member is admitted in such Member’s stead in respect thereof.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement

AutoNDA by SimpleDocs

Assignees. (a) The Company Fund shall not recognize for any purpose any purported Transfer of all or any part of the Units Interest of a Nonmanaging Member, unless the provisions of Article 11 Section 8.1 shall have been complied with and there shall have been filed with the Company Fund a dated notice of such Transfer, in a form satisfactory to the ManagerManaging Member, executed and acknowledged by both the transferor or such transferor’s transferor s legal representative and the transferee, and such notice (i) contains the acceptance by the transferee of all the terms and provisions of this Agreement and such transferee’s transferee s agreement to be bound hereby, hereby and (ii) represents that such Transfer was made in accordance with all applicable laws, rules and regulations. . (b) Unless and until an Assignee becomes a Substitute Nonmanaging Member, such Assignee shall have no rights with respect to such Units Interest other than those rights with respect to allocations and distributions. . (c) Any Member Nonmanaging Member, which shall Transfer all of its Units Interest, shall cease to be a Nonmanaging Member upon, but only upon, the admission of a Substitute Nonmanaging Member in such Member’s Nonmanaging Member s stead. . (d) Notwithstanding anything to the contrary contained in this Agreement, both the Company Fund and the Manager Managing Member shall be entitled to treat a Nonmanaging Member transferring all or any part of its Units Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such Nonmanaging Member, until such time as a Substitute Nonmanaging Member is admitted in such Member’s Nonmanaging Member s stead in respect thereof.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement

Assignees. (a) The Company Fund shall not recognize for any purpose any purported Transfer of all or any part of the Units Interest of a Nonmanaging Member, unless the provisions of Article 11 Section 8.1 shall have been complied with and there shall have been filed with the Company Fund a dated notice of such Transfer, in a form satisfactory to the ManagerManaging Member, executed and acknowledged by both the transferor or such transferor’s 's legal representative and the transferee, and such notice (i) contains the acceptance by the transferee of all the terms and provisions of this Agreement and such transferee’s 's agreement to be bound hereby, hereby and (ii) represents that such Transfer was made in accordance with all applicable laws, rules and regulations. . (b) Unless and until an Assignee becomes a Substitute Nonmanaging Member, such Assignee shall have no rights with respect to such Units Interest other than those rights with respect to allocations and distributions. . (c) Any Nonmanaging Member which shall Transfer all of its Units Interest shall cease to be a Nonmanaging Member upon, but only upon, the admission of a Substitute Nonmanaging Member in such Nonmanaging Member’s 's stead. . (d) Notwithstanding anything to the contrary contained in this Agreement, both the Company Fund and the Manager Managing Member shall be entitled to treat a Nonmanaging Member transferring all or any part of its Units Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such Nonmanaging Member, until such time as a Substitute Nonmanaging Member is admitted in such Nonmanaging Member’s 's stead in respect thereof.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement

Assignees. (a) The Company shall not recognize for any purpose any purported Transfer of all or any part of the Units of a Member, unless the provisions of Article 11 Section 11.2 shall have been complied with and there shall have been filed with the Company a dated notice of such Transfer, in a form satisfactory to the Manager, executed and acknowledged by both the transferor or such transferor’s legal representative and the transferee, and such notice (i) contains the acceptance by the transferee of all the terms and provisions of this Agreement and such transferee’s agreement to be bound hereby, hereby and (ii) represents that such Transfer was made in accordance with all applicable laws, rules and regulations. . (b) Unless and until an Assignee becomes a Substitute Member, such Assignee shall have no rights with respect to such Units other than those rights with respect to allocations and distributions. . (c) Any Member which shall Transfer all of its Units shall cease to be a Member upon, but only upon, the admission of a Substitute Member in such Member’s stead. . (d) Notwithstanding anything to the contrary contained in this Agreement, both the Company and the Manager shall be entitled to treat a Member transferring all or any part of its Units as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such Member, until such time as a Substitute Member is admitted in such Member’s stead in respect thereof.

Appears in 1 contract

Samples: Subscription Agreement