ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST Sample Clauses

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST. FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and in accordance with (a) that certain Contribution and Purchase Agreement (the “Contribution and Purchase Agreement”) dated as of November 20, 2009 between Press Xxxxx Associates, Inc., an Indiana corporation (“PGA”), PG Holdco, LLC, a Delaware limited liability company (“Parent”), Xxxxxxxx Xxxxxxx (“Assignor”), and Xxxx Xxxxx (“Xxxxx”), and (b) that certain letter dated November 20, 2009 from Parent to Assignor and Xxxxx, Assignor hereby sells, distributes, assigns, bargains, transfers and conveys, free and clear of all Liens (as defined in the Contribution and Purchase Agreement) or restrictions on voting or transfer or other encumbrances of any nature, other than those arising under the U.S. federal and state securities laws, unto PGA (“Assignee”): (i) all right, title and interest of Assignor in 8,500,000 Voting Shares and 829,865 Nonvoting Shares, which together constitute the entire limited liability company interest owned by Assignor (the “Assigned Interests”) in Patientlmpact LLC, an Illinois limited liability company (the “Company”), and does hereby irrevocably constitute and appoint as its attorney-in-fact to transfer the Assigned Interests on the books of the Company with full power of substitution in the premises; and (ii) all right and interest of Assignor in, to and under the limited liability company agreement of the Company, as amended and/or restated through the date hereof, including, without limitation, Assignor’s right and interest in and to any capital accounts of the Company.
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ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST. For good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Xxxxxx Scottsdale Investors VI, L.L.C., a Delaware limited liability company (the “Assignor”), hereby unconditionally and irrevocably assigns, transfers and conveys to SHR FPH Investor, LLC, a Delaware limited liability company (the “Assignee”), all of the Assignor’s right, title and interest in and to Assignor’s 50% Percentage Interest (the “Assigned Interest”) in XXXXXX/SHR FPH Holdings, LLC, a Delaware limited liability company (the “Company”). Other than the representations in this Assignment, Assignor does not make any representation or warranty with respect to the Assigned Interest. The Assigned Interest equals all of the Assignor’s limited liability company interest in the Company immediately prior to the execution of this instrument.
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ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST. This Assignment (the “Assignment”) of Limited Liability Company Interest dated for identification purposes December 16, 2002, by CALPROP CORPORATION, a California corporation (“Assignor”) in favor of THE VXXXXX AND HXXXXX XXXXXXXXX TRUST DATED MARCH 20, 1992 (“Assignee”), is made with reference to the following recitals and is as follows:
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ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST. Subject to Section 8.3, the Member may assign, in whole or in part, its limited liability company interest in the Company. The transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature to this Agreement. If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 8.1, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.
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ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST. This Assignment (the “Assignment”) of Limited Liability Company Interest dated for identification purposes December 16, 2002, by CALPROP CORPORATION, a California corporation (“Assignor”) in favor of JAMS MANAGEMENT, a California Limited Partnership (“Assignee”), is made with reference to the following recitals and is as follows:
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ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST. FOR VALUE RECEIVED, the undersigned (the “Assignor”) hereby assigns, conveys, sells and transfers unto (Please insert taxpayer identification number of Assignee) (Please print name and address) all rights and interest of the Assignor in CWI-HRI French Quarter Hotel Property, LLC represented by the within Certificate and irrevocably constitutes and appoints ___________________________ as its attorney-in-fact with full power of substitution in the premises to transfer the same on the books of the Company. Dated: ______________________________ ____________, LLC, a__________limited liability company By: Name: Title: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS.
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ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST 
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Related to ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST

  • Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the Company; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the Company. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable. (2) A Limited Partner shall have no liability in excess of his obligation to make contributions to the capital of the Partnership and his share of the Partnership’s assets and undistributed profits, subject to the qualifications provided in the Partnership Act.

  • The Limited Liability Company The Members have created a limited liability company: The operations of the Company shall be governed by the laws located in the State of Governing Law and in accordance with this Agreement as follows:

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

  • Limited Liability Except as provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

  • Limited Liability Company The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.

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