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. Assignor hereby resigns and withdraws as a Member of the Company, effective upon delivery of this Assignment. Dated: November 20, 2009 /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx [Assignment of Limited Liability Company Interest]
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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 JXXXX XXXXX LIVING TRUST NO. II DATED MAY 28, 1985 (“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. 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. EXHIBIT “G” INSURANCE REQUIREMENTS
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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 
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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.

  • Limited Liability Company Interests Interests in the Company shall be represented by Units, or such other Equity Securities in the Company, or such other Company securities, in each case as the Managing Member may establish in its sole discretion in accordance with the terms hereof. As of the date hereof, the Units are comprised of one Class: “Class A Units”.

  • 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.

  • 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.

  • The Limited Liability Company 8 2.1 Formation; Effective Date of Agreement .................................... 8 2.2 Name ...................................................................... 8 2.3 Business Purpose .......................................................... 9 2.4 Powers .................................................................... 9 2.5 Duration .................................................................. 9 2.6 Registered Office and Registered Agent .................................... 9 2.7

  • 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 Company Existence (a) During the term of this Agreement, the Depositor will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Depositor and its Affiliates will be conducted on an arm’s-length basis.

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