Assumption of Assignee. Effective as of the Closing, Assignee hereby accepts the sale, assignment, transfer, conveyance and delivery of the Membership Interests, and assumes (a) all of Assignor’s right, title and interest in and to the Membership Interests to have and hold said Membership Interests, and (b) all rights, obligations and liabilities of the Assignor under the LLC Agreement.
Assumption of Assignee. Assignee hereby accepts the sale, assignment, and transfer and delivery of the Membership Interest, and assumes (a) the Membership Interest and (b) all obligations and liabilities of the Assignor under the LLC Agreement and agrees to become a party to and to be bound by the terms and conditions of the LLC Agreement to the same extent as if it were an original party thereto. Pursuant to Section [___] of the LLC Agreement, Assignee has become the sole member of the Company by virtue of this Assignment as set forth in the LLC Agreement and Assignor has ceased to be the sole member of the Company as set forth in the LLC Agreement. From and after the Effective Date of this Assignment, the Assignee shall be the sole member of the Company and the only party to the LLC Agreement.
Assumption of Assignee. Assignee hereby accepts the sale, assignment, transfer and delivery of the Membership Interests, and assumes (a) the Membership Interests and (b) all obligations and liabilities of the Assignor under the limited liability company operating agreements of the Companies.
Assumption of Assignee. Assignee hereby agrees to assume the obligations of Assignor to satisfy, perform and discharge, as the same become due, all liabilities and obligations under the Purchase Agreement.
Assumption of Assignee. Assignee hereby purchases, acquires and accepts the Membership Interest, and assumes (a) all of Assignor’s right, title and interest in and to the Membership Interest and (b) all obligations and liabilities of Assignor under the Operating Agreement and agrees to become a party to and to be bound by the terms and conditions of the Operating Agreement to the same extent as if it were an original party thereto. On the Effective Date, in accordance with the Operating Agreement, Assignor ceased to be the sole member of the Company. From and after the Effective Date, Assignee shall be the sole member of the Company and the only party to the Operating Agreement. 105765812_5
Assumption of Assignee. Any Transfer of an Interest in the Company permitted under this Article VI must be in writing, and the assignee must expressly, in a written joinder executed by the assignee, (a) agree to be bound by the terms of this Agreement, (b) assume and agree to perform all of the Transferring Member’s agreements and obligations existing or arising with respect to the assigned Interest after the Transfer and (c) make the representations and warranties set forth in Section 3.8 to the Company and to the other Members effective as of the date of Transfer. Upon such Transfer and joinder, (i) the Transferring Member will be relieved of its agreements and obligations arising under this Agreement after the date of the Transfer (but not before) to the extent of the Interest assigned, and if one hundred percent (100%) of that Member’s Interest is Transferred, such Member will be deemed to have withdrawn from the Company and (ii) the assignee shall be admitted as a Member with respect to the Interests acquired upon consummation of such Transfer and compliance with this Section 6.7. An executed copy of each assignment of an Interest in the Company and the assignee’s joinder must be delivered to each Member and to the Company. Except as otherwise expressly provided herein, no permitted Transfer of any Interests will cause a termination or winding-up of the Company. 50
Assumption of Assignee. Assignee hereby accepts such sale, assignment, transfer and conveyance of the Membership Interests by Assignor described in Section 2, and assumes all obligations and liabilities of Assignor under the LLC Agreement and agrees to become a party to and to be bound by the terms and conditions of the LLC Agreement to the same extent as if it were an original party thereto. On the Effective Date, in accordance with the LLC Agreement, Assignor shall cease to be the sole member of the Company. From and after the Effective Date of this Assignment, Assignee shall be the sole member of the Company and the only party to the LLC Agreement. 4845-4221-4603.v4 KE 71172440
Assumption of Assignee. Assignee hereby accepts such sale, assignment, transfer and conveyance by each Assignor described in Section 2, and assumes all obligations and liabilities of such Assignor under the LP Agreement and agrees to become a party to and to be bound by the terms and conditions of the LP Agreement to the same extent as if it were an original party thereto. On the Effective Date, in accordance with the LP Agreement, Assignors shall cease to be limited partners of the Partnership. From and after the Effective Date of this Assignment, Assignee shall be the sole limited partner of the Partnership and, together with the general partner of the Partnership, the only parties to the LP Agreement. 4817-2108-6667.v3 KE 71185162
Assumption of Assignee. Assignee hereby accepts the sale, assignment, transfer, conveyance and delivery of the Astoria LP Partnership Interest.
Assumption of Assignee. Assignee hereby accepts the sale, assignment, transfer, conveyance and delivery of the Astoria GP Partnership Interest.
