Common use of Assignees Clause in Contracts

Assignees. If the Managing Member, in its sole and absolute discretion, does not Consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units assigned to such transferee, the rights to Transfer the LLC Units provided in this Article XI, and the right of Redemption provided in Section 8.6, but shall not be deemed to be a Member of LLC Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Members desiring to make an assignment of LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the a Non-Managing Member, in its sole and absolute discretion, does not Consent to provide for the admission of any permitted transferee under Section 11.3 hereof 11.4(a) as a Substituted Non-Managing Member, as described in Section 11.4 hereof11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest Non-Managing Membership Interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss and other items of incomeLosses, gain, loss, deduction loss and credit of the Company Recapture Income attributable to the LLC Membership Units assigned to such transferee, the rights to Transfer the LLC Units provided in this Article XI, and the right of Redemption provided in Section 8.6, but shall not be deemed to be a Member holder of LLC Membership Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Membership Units on in any matter presented to the Non-Managing Members for approval a vote (such right Membership Units being deemed to Consent or vote, to have been voted on such matter in the extent provided in this Agreement or under the Act, fully remaining with the transferor Membersame proportion as all Membership Units held by Non-Managing Members are voted). In the event that any such transferee desires to make a further assignment of any such LLC Membership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Members Non-Managing Member desiring to make an assignment of LLC Membership Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, does not Consent to ’s consent is required for the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof11.4, and the Managing Member withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Company Units assigned to such transferee, transferee and the rights to Transfer the LLC Company Units provided in this Article XI, and the right of Redemption provided in Section 8.6, but shall not be deemed to be a Member holder of LLC Company Units for any other purpose under this AgreementAgreement (other than as expressly provided in Section 14.1 with respect to a Member (other than the Managing Member) that becomes an Exchanging Member), and shall not be entitled to effect a Consent consent or vote with respect to such LLC Company Units on any matter presented to the Members for approval (such right to Consent consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Company Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Members Member desiring to make an assignment of LLC Company Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, does not Consent to ’s consent is required for the admission of any permitted transferee under Section 11.3 hereof 10.3 as a Substituted Member, as described in Section 11.4 hereof10.4, and the Managing Member withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Company Units assigned to such transferee, transferee and the rights to Transfer the LLC Company Units provided in this Article XI, and the right of Redemption provided in Section 8.6X, but shall not be deemed to be a Member holder of LLC Company Units for any other purpose under this AgreementAgreement (other than as expressly provided in Section 14.1 with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote with respect to such LLC Company Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Non-Managing Member). In the event that any such transferee desires to make a further assignment of any such LLC Company Units, such transferee shall be subject to all the provisions of this Article XI X to the same extent and in the same manner as any Members Non-Managing Member desiring to make an assignment of LLC Company Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, Member does not Consent consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereofhereof after compliance by the Non-Managing Member and its transferees of all the requirements set forth in Section 11.3, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units assigned to such transferee, the rights to Transfer the LLC Units provided in this Article XI11, and the right of Redemption Exchange provided in Section 8.6, but shall not be deemed to be a Member holder of LLC Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Members desiring to make an assignment of LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, does not Consent to Manager’s consent is required for the admission of any permitted transferee under Section 11.3 hereof 10.3 as a Substituted Member, as described in Section 11.4 hereof10.4, and the Manager withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest under the Delaware Act, including the right to receive distributions from the Company and the share of Net IncomeProfits, Net Loss Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units assigned to such transferee, transferee and the rights to Transfer the LLC Units provided in this Article XI, and the right of Redemption provided in Section 8.6X, but shall not be deemed to be a Member of LLC Units Holder for any other purpose under this AgreementAgreement (other than as expressly provided in Section 11.1 with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent consent or vote, to the extent provided in this Agreement or under the Delaware Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Units, such transferee shall be subject to all the provisions of this Article XI X to the same extent and in the same manner as any Members Member desiring to make an assignment of LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, does not Consent to ’s consent is required for the admission of any permitted transferee under Section 11.3 hereof 10.2 as a Substituted Member, as described in Section 11.4 hereof10.3, and the Managing Member withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Company Units assigned to such transferee, transferee and the rights to Transfer the LLC Company Units provided in this Article XI, and the right of Redemption provided in Section 8.6X, but shall not be deemed to be a Member holder of LLC Company Units for any other purpose under this AgreementAgreement (other than as expressly provided in Section 14.1 with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote with respect to such LLC Company Units on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Company Units, such transferee shall be subject to all the provisions of this Article XI X to the same extent and in the same manner as any Members Member desiring to make an assignment of LLC Company Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Unless admitted as a Substitute Member, no Transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in its sole and absolute discretionthis Section 12.4. If any Transferee, does not Consent to the admission of including any permitted transferee Transferee under Section 11.3 hereof 12.1, is not admitted as a Substituted Member, as described Substitute Member in accordance with the provisions of Section 11.4 hereof12.3, such transferee Transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company Member's interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss Profits and other items of income, gain, loss, deduction and credit of the Company Losses attributable to the LLC Units Membership Interests assigned to such transfereeTransferee, and the rights to Transfer transfer the LLC Units Membership Interests provided in this Article XI, and the right of Redemption provided in Section 8.6Article, but shall not be deemed to be a Member holder of LLC Units for a Membership Interests or any other purpose under this Agreement, Agreement and shall not be entitled to vote or otherwise to effect a Consent or vote consent with respect to such LLC Units Membership Interests on any matter presented to the Members for approval (such power and right to Consent or vote, to the extent provided in this Agreement or under the Act, fully make such consents remaining with the transferor Transferor Member). In the event that any such transferee Transferee desires to make a further assignment of any such LLC UnitsMembership Interests, such transferee Transferee shall be subject to all the provisions of this Article XI 12 to the same extent and in the same manner as any Members Member desiring to make an assignment of LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have noticeMembership Interests.

Assignees. If the Managing Member, in its sole and absolute discretion, does not Consent to ’s consent is required for the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, and the Managing Member withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Membership Units assigned to such transferee, transferee and the rights to Transfer the LLC Membership Units provided in this Article XI, and the right of Redemption provided in Section 8.611, but shall not be deemed to be a Member holder of LLC Membership Units for any other purpose under this AgreementAgreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote with respect to such LLC Membership Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Membership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Members Non-Managing Member desiring to make an assignment of LLC Membership Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, does not Consent consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units assigned to such transferee, the rights to Transfer the LLC Units provided in this Article XI11, and the right of Redemption Exchange provided in Section 8.6, but shall not be deemed to be a Member of LLC Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Members desiring to make an assignment of LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, Member does not Consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, or in the event that any LLC Interest is deemed to have been Transferred notwithstanding the restrictions set forth in this Article 11, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units Interest assigned to such transferee, transferee and the rights to Transfer the LLC Units Interest provided in this Article XI, and the right of Redemption provided in Section 8.611, but shall not be deemed to be a Member holder of an LLC Units Interest for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Units Interest on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment Transfer of any such LLC UnitsInterest, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Members Member desiring to make an assignment a Transfer of LLC Units. The Managing a Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have noticeInterest.

Assignees. If the Managing MemberMembers, in its their sole and absolute discretion, does do not Consent consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units assigned to such transferee, the rights to Transfer the LLC Units provided in this Article XI11, and the right of Redemption Exchange provided in Section 8.6, but shall not be deemed to be a Member holder of LLC Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Members desiring to make an assignment of LLC Units. The Managing Member Members shall have no liability under any circumstance with respect to any Assignee as to which it does they do not have notice.

Assignees. If upon the Transfer of its LLC Units, the transferring Non-Managing Member, Member does not substitute the transferee as a Member in its sole and absolute discretion, does not Consent to the admission of any permitted transferee under Section 11.3 hereof place as a Substituted Member, Member as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units assigned to such transferee, the rights to Transfer the LLC Units provided in this Article XI11, and the right of Redemption Exchange provided in Section 8.6, ---------- but shall not be deemed to be a Member of LLC Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Units, such transferee shall be subject to all the provisions of this Article XI 11 to ---------- the same extent and in the same manner as any Members desiring to make an assignment of LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, does not Consent consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units assigned to such transferee, the rights to Transfer the LLC Units provided in this Article XI11, and the right of Redemption Exchange provided in Section 8.6, but shall ---------- not be deemed to be a Member holder of LLC Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same ---------- extent and in the same manner as any Members desiring to make an assignment of LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, does not Consent consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units assigned to such transferee, the rights to Transfer the LLC Units provided in this Article XI11, and the right of Redemption provided in Section 8.6, but shall not be deemed to be a Member of LLC Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Members desiring to make an assignment of LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, does not Consent to ’s consent is required for the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof11.4, and the Managing Member withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Company Units assigned to such transferee, transferee and the rights to Transfer the LLC Company Units provided in this Article XI, and the right of Redemption provided in Section 8.6, but shall not be deemed to be a Member holder of LLC Company Units for any other purpose under this AgreementAgreement (other than as expressly provided in Section 14.1 with respect to a Member (other than PubCo) that becomes an Exchanging Member), and shall not be entitled to effect a Consent consent or vote with respect to such LLC Company Units on any matter presented to the Members for approval (such right to Consent consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Company Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Members Member desiring to make an assignment of LLC Company Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, does not Consent consent to the admission of any permitted transferee under Section 11.3 hereof 11.4(a) as a Substituted Nonmanaging Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this AgreementAgreement unless there is a risk that recognition of such Assignee might cause the Company to be treated as a publicly traded partnership under the Code, in which case the Managing Member may refuse to recognize any rights of such Assignee. An Assignee shall be entitled to all the rights of an assignee of a limited liability company partnership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss and other items of incomeLosses, gain, loss, deduction loss and credit of the Company Recapture Income attributable to the LLC Company Units assigned to such transferee, the rights to Transfer the LLC Units provided in this Article XI, and the right of Redemption provided in Section 8.6, but shall not be deemed to be a Member holder of LLC Company Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Company Units on in any matter presented to the Nonmanaging Members for approval a vote (such right Company Units being deemed to Consent or vote, to have been voted on such matter in the extent provided in this Agreement or under the Act, fully remaining with the transferor Membersame proportion as all Company Units held by Nonmanaging Members are voted). In the event that any such transferee desires to make a further assignment of any such LLC Company Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Members Nonmanaging Member desiring to make an assignment of LLC Company Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, does not Consent to Manager’s consent is required for the admission of any permitted transferee under Section 11.3 11.2 hereof as a Substituted Member, as described in Section 11.4 11.3 hereof, and the Manager withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units assigned to such transferee, transferee and the rights to Transfer the LLC Units provided in this Article XI, and the right of Redemption provided in Section 8.611, but shall not be deemed to be a Member holder of LLC Units for any other purpose under this Agreement, (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Members Member desiring to make an assignment of LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing MemberBoard, in its sole and absolute discretion, does not Consent consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net IncomeProfits, Net Loss Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units assigned to such transferee, the rights to Transfer the LLC Units provided in this Article XI, and the right of Redemption Exchange provided in Section 8.68.5, but shall not be deemed to be a Member holder of LLC Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Members desiring to make an assignment of LLC Units. The Managing Member Board shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If Unless and until a Partnership Interest transferee (including, without limitation, a transferee meeting the Managing Member, requirements provided for in its sole and absolute discretion, does not Consent Section 11.3) is admitted to the admission of any permitted transferee under Section 11.3 hereof Partnership as a Substituted Member, as described in Limited Partner pursuant to Section 11.4 hereof11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company partnership interest under the Act, including the right to receive distributions from the Company Partnership and the share of Net Income, Net Loss Losses and other items of income, gain, loss, deduction and credit of the Company Partnership attributable to the LLC Partnership Units assigned to such transferee, the rights to Transfer the LLC Partnership Units provided in this Article XI11, and the right of Redemption Exchange provided in Section 8.6, but shall not be deemed to be a Member Partner of LLC Partnership Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Partnership Units on any matter presented to the Members Partners for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor MemberPartner). In the event that any such transferee desires to make a further assignment of any such LLC Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Members Partners desiring to make an assignment of LLC Partnership Units. The Managing Member General Partner shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, does not Consent consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units assigned to such transferee, the rights to Transfer the LLC Units provided in this Article XI11, and the right of Redemption Exchange provided in Section 8.6, but shall ---------- not be deemed to be a Member holder of LLC Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC UnitsXxxxx, such transferee shall be subject to all the provisions of this Article XI 11 to the ---------- same extent and in the same manner as any Members desiring to make an assignment of LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, Board does not Consent consent under Section 9.3 hereof to the admission of any permitted transferee in a Transfer consented to by the Board under Section 11.3 9.1 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest under the Act, including including, without limitation, the right to receive distributions distributions, guaranteed payments, indemnity payments, and other payments from the Company and the share of Net Income, Net Loss Losses, and other items of income, gain, loss, deduction deduction, and credit of the Company attributable to the LLC Units assigned to such transferee, transferee and the rights to Transfer the LLC Units provided in this Article XI, and the right of Redemption provided in Section 8.69, but shall not be deemed to be a Member holder of LLC Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Units, such transferee shall be subject to all the provisions of this Article XI 9 to the same extent and in the same manner as any Members desiring to make an assignment of LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If upon the Transfer of its LLC Units, the transferring Non-Managing Member, Member does not substitute the transferee as a Member in its sole and absolute discretion, does not Consent to the admission of any permitted transferee under Section 11.3 hereof place as a Substituted Member, Member as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units assigned to such transferee, the rights to Transfer the LLC Units provided in this Article XI11, and the right of Redemption provided in Section 8.6, but shall not be deemed to be a Member of LLC Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Members desiring to make an assignment of LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If upon the Transfer of its LLC Units, the transferring Non-Managing Member, Member does not substitute the transferee as a Member in its sole and absolute discretion, does not Consent to the admission of any permitted transferee under Section 11.3 hereof place as a Substituted Member, Member as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units assigned to such transferee, the rights to Transfer the LLC Units provided in this Article XI11, and the right of Redemption Exchange provided in Section 8.6, but shall not be deemed to be a Member of LLC Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Members desiring to make an assignment of LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, does not Consent to ’s consent is required for the admission of any permitted transferee under Section 11.3 hereof 11.2 as a Substituted Member, as described in Section 11.4 hereof11.3, and the Managing Member withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units assigned to such transferee, transferee and the rights to Transfer the LLC Units provided in this Article XI, and the right of Redemption provided in Section 8.611, but shall not be deemed to be a Member holder of LLC Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Transferring Member). In the event that any such transferee desires to make a further assignment of any such LLC Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Members Member desiring to make an assignment of LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member, in its sole and absolute discretion, does not Consent consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Units assigned to such transferee, the rights to Transfer the LLC Units provided in this Article XI11, and the right of Redemption Exchange provided in Section 8.6, but shall not be deemed to be a Member holder of LLC Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Units on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such LLC Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Members desiring to make an assignment of LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.