Common use of Assignment Binding on Company Clause in Contracts

Assignment Binding on Company. No assignment or transfer of all or any part of the Interest of a Member permitted to be made under this Agreement shall be binding upon the Company unless and until a duplicate original of such assignment or instrument of transfer, duly executed and acknowledged by the assignor or transferor, has been delivered to the Company, and such instrument evidences (i) the written acceptance by the assignee of all of the terms and provisions of this Agreement, (ii) the assignee's representation that such assignment was made in accordance with all applicable laws and regulations and (iii) the unanimous consent of all of the Members to the transfer of the Interest unless such Transfer is pursuant to the last sentence of Section 8.1(b).

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Wellsford Real Properties Inc), Limited Liability Company Operating Agreement (Whwel Real Estate Lp)

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Assignment Binding on Company. No assignment or transfer of all or any part of the Interest of a Member permitted to be made under this Agreement shall be binding upon the Company unless and until a duplicate original of such assignment or instrument of transfer, duly executed and acknowledged by the assignor or transferor, has been delivered to the Company, and such instrument evidences (i) the written acceptance by the assignee of all of the terms and provisions of this Agreement, (ii) the assignee's assignees representation that such assignment was made in accordance with all applicable laws and regulations and (iii) the unanimous consent of all of the Managing Members to the transfer of the Interest unless such Transfer is pursuant to the last sentence of Section 8.1(b).

Appears in 1 contract

Samples: Execution Version (Wellsford Real Properties Inc)

Assignment Binding on Company. No assignment or transfer of all or any part of the Interest of a Member permitted to be made under this Agreement shall be binding upon the Company unless and until a duplicate original of such assignment or instrument of transfer, duly executed and acknowledged by the assignor or transferor, has been delivered to the Company, and such instrument evidences (i) the written acceptance by the assignee of all of the terms and provisions of this Agreement, (ii) the assignee's assignees representation that such assignment was made in accordance with all applicable laws and regulations and (iii) the unanimous consent of all of the Initial Members to the transfer of the Interest unless such Transfer is pursuant to the last sentence of Section 8.1(b).

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Wellsford Real Properties Inc)

Assignment Binding on Company. No assignment or transfer of all or any part of the Interest of a Member permitted to be made under this Agreement shall be binding upon the Company unless and until a duplicate original of such assignment or instrument of transfer, duly executed and acknowledged by the assignor or transferor, has been delivered to the Company, and such instrument evidences (i) the written acceptance by the assignee of all of the terms and provisions of this Agreement, (ii) the assignee's representation that such assignment was made in accordance with all applicable laws and regulations and (iii) the unanimous consent of all of the Managing Members to the transfer of the Interest unless such Transfer is pursuant to the last sentence of Section 8.1(b).

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Whwel Real Estate Lp)

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Assignment Binding on Company. No assignment or transfer of all or any part of the Interest of a Member permitted to be made under this Agreement shall be binding upon the Company unless and until a duplicate original of such assignment or instrument of transfer, duly executed and acknowledged by the assignor or transferor, has been delivered to the Company, and such instrument evidences (i) the written acceptance by the assignee of all of the terms and provisions of this Agreement, (ii) the assignee's ’s representation that such assignment was made in accordance with all applicable laws and regulations and (iii) except as otherwise provided herein, the unanimous consent of all of the Members to the transfer of the Interest unless such Transfer is pursuant to the last sentence of Section 8.1(b)Interest.

Appears in 1 contract

Samples: Limited Liability Company Agreement (New Home Co LLC)

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