Assignment of Member Interest Sample Clauses

Assignment of Member Interest. 6.1.1 Subject to Section 6.2 below, the Capital Member may transfer or assign all or any part of its interest in the Company as set forth in this Section to a substitute Member ("Substitute Member"). A transferee or assignee of the Capital Member's interest in the Company that does not comply with the provisions of this Section 6.1 shall not be admitted to the Company as a Substitute Member and shall have none of the rights of the Capital Member and the assigning or transferring Capital Member in such case shall remain fully liable for all obligations hereunder as if such assignment or transfer had not occurred. The assignee or transferee of the Capital Member's Interest in the Company (an "Assignee") shall have the right to become a Substitute Member only if the following conditions are satisfied:
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Assignment of Member Interest. Assignments of Member Interest and such other instruments of assignment, transfer, conveyance and endorsement as will be sufficient in the opinion of the Company and its counsel to transfer, assign, convey and deliver to the Company the BGL Contributed Assets as contemplated hereby.
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Assignment of Member Interest. (a) Either Capital Member may transfer or assign all or any part of its interest in the Company as set forth in this Section, and provided that the restrictions set forth in Section 7.2 do not apply, to a substitute Member ("Substitute Member"). A transferee or assignee of the Capital Member's interest in the Company that does not comply with the provisions of this Section 7.1 or is subject to the restrictions set forth in Section 7.2 shall not be admitted to the Company as a Substitute Member and shall have none of the rights of the Capital Member and the assigning or transferring Capital Member in such case shall remain fully liable for all obligations hereunder as if such assignment or transfer had not occurred. The assignee or transferee of the Capital Member's Interest in the Company (an "Assignee") shall have the right to become a Substitute Member only if the following conditions are satisfied:
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Related to Assignment of Member Interest

  • Assignment of Membership Interest Contributor shall have executed and delivered to Acquirer an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement");

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Assignment of Member’s Interest The Member may freely sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of the Member’s Units. If the member transfers all of its Units, the transferee of such Units shall automatically become a substitute Member in the place of the Member. The Board shall amend Exhibit A from time to time to reflect transfers made in accordance with this Section 14.2.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Sale and Assignment of Master Servicing Rights The Master Servicer may sell, assign or delegate its rights, duties and obligations as Master Servicer under this Agreement in their entirety; provided, however, that: (i) the purchaser or transferee accepting such sale, assignment and delegation (a) shall be a Person qualified to service mortgage loans for Fannie Mae or Freddie Mac; (b) shall have a net worth of not less than $00,000,000 (uxxxxx xtherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, from and after the effective date of such assumption agreement or delegation; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and shall confirm in writing to the Master Servicer and the Trustee that any such sale, assignment or delegation would not result in a withdrawal or a downgrading of the rating on any Class of Certificates in effect immediately prior to such sale, assignment or delegation; and (iii) the Master Servicer shall deliver to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to such action under this Agreement have been fulfilled and such action is permitted by and complies with the terms of this Agreement. No such sale, assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • Transfer and Assignment of Interests Subject to the limitations set forth in the Holdings Operating Agreement, the Member shall be entitled at any time to sell, assign, transfer, pledge, hypothecate or encumber all or part of its interests in Company.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

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