Common use of Assignments; Additional Members Clause in Contracts

Assignments; Additional Members. (a) The Member may sell, assign or transfer in whole but not in part its Percentage Interest without the consent of the Board of Managers or any other Person; provided, however, that for so long as any Securities issued by any Trusts are outstanding, the Member shall not sell, assign or transfer its Percentage Interest unless the Rating Agency Condition is satisfied. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 8.3(a), the assignee 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 page to this Agreement. Such admission shall be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member 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 in compliance with the Basic Documents and this Agreement shall, without any 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.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Ford Credit Auto Receivables Two LLC), Limited Liability Company Agreement (Ford Credit Auto Receivables Two LLC), Limited Liability Company Agreement (Ford Credit Auto Receivables Two LLC)

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Assignments; Additional Members. (a) The Member may sell, assign or transfer in whole but not in part its Percentage Interest without the consent of the Board of Managers or any other Person; provided, however, that for so long as any Securities issued by any Trusts Trust are outstanding, the Member shall may not sell, assign or transfer its Percentage Interest unless the Rating Agency Condition is satisfied. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 8.3(a), the assignee shall will 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 page to this Agreement. Such admission shall will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member shall will 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 in compliance with the Basic Documents and this Agreement shallwill, without any further act, be the Member hereunder, and such merger or consolidation shall will not constitute an assignment for purposes of this Agreement and the Company shall will continue without dissolution.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ford Credit Floorplan LLC), Limited Liability Company Agreement (Ford Credit Floorplan Corp)

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Assignments; Additional Members. (a) The Member may sell, assign or transfer in whole but not in part its Percentage Interest without the consent of the Board of Managers or any other Person; provided, however, that for so long as any Securities issued by any Trusts Trust are outstanding, the Member shall may not sell, assign or transfer its Percentage Interest unless the Rating Agency Condition is satisfied. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 8.3(a), the assignee shall will 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 maybe counterpart signature page to this Agreement. Such admission shall will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor assign or Member shall will 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 in compliance with the Basic Documents and this Agreement shallwill, without any further act, be the Member hereunder, and such merger or consolidation shall will not constitute an assignment for purposes of this Agreement and the Company shall will continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Triad Financial Special Purpose LLC)

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