Common use of Conditions of Assignments Clause in Contracts

Conditions of Assignments. Prior to any assignee of a Membership Interest becoming a Member, the following conditions must have been satisfied: (a) The assignor, his legal representative or authorized agent must have executed a written instrument of assignment of such Membership Interest in form and substance reasonably satisfactory to the Members; (b) The assignee must have executed a written agreement, in form and substance reasonably satisfactory to the Members, to assume all of the duties and obligations of the assignor under this Agreement with respect to the assigned Membership Interest and to be bound by and subject to all of the terms and conditions of this Agreement; (c) The assignor, his legal representative or authorized agent, and the assignee must have executed a written agreement, in form and substance reasonably satisfactory to the Members, to indemnify and hold Member Newco and the Members harmless from and against any loss or liability arising out of the assignment; (d) The assignee must have executed such other documents and instruments as the Members may deem necessary to effect the admission of the assignee as a Member; and (e) The assignee (if not previously a Member of Member Newco) or the assignor must have paid the expenses incurred by Member Newco in connection with the admission of the assignee to Member Newco. (f) In the case of an assignment to a Third-Party Purchaser pursuant to Section 16.05(a) in which the JG Members are the Transferring Member (a "JG Members Exit Event"), (i) such Third-Party Purchaser (the "JG Members Substitute Member") shall have made a Member Funding to Member Newco (a "Incoming Equalizing Contribution") (which Incoming Equalizing Contribution Member Newco shall thereupon immediately distribute to CBL Member) in an amount such that, after giving effect to the distribution of the Incoming Equalizing Contribution to CBL Member, the JG Members Substitute Member's Capital Interest (expressed as a percentage) shall be equal to the JG Members Substitute Member's Profits Interest and (ii) the JG Members Substitute Member or its Affiliates shall provide CBL Member and its Affiliates, if any, and/or third-party lenders to Member Newco, as the case may be, with such additional agreements or undertakings as CBL Member or such lenders may reasonably require to replace or hold CBL Member and its Affiliates harmless from any liability, loss, cost or expense arising out of that portion of any then-outstanding loans (other than loans that are Mandatory Contributions or Non-Required Contributions) and/or Affiliate Loan Guarantees theretofore provided by CBL Member or its Affiliates that corresponds to the JG Members Substitute Member's Capital Interest (expressed as a percentage).

Conditions of Assignments. Prior to any assignee of a Membership Interest becoming a Member, the following conditions must have been satisfied: (a) The assignor, his legal representative or authorized agent must have executed a written instrument of assignment of such Membership Interest in form and substance reasonably satisfactory to the Members; (b) The assignee must have executed a written agreement, in form and substance reasonably satisfactory to the Members, to assume all of the duties and obligations of the assignor under this Agreement with respect to the assigned Membership Interest and to be bound by and subject to all of the terms and conditions of this Agreement; (c) The assignor, his legal representative or authorized agent, and the assignee must have executed a written agreement, in form and substance reasonably satisfactory to the Members, to indemnify and hold Member Newco the Company and the Members harmless from and against any loss or liability arising out of the assignment; (d) The assignee must have executed such other documents and instruments as the Members may deem necessary to effect the admission of the assignee as a Member; and; (e) The assignee (if not previously a Member of Member Newcothe Company) or the assignor must have paid the expenses incurred by Member Newco the Company in connection with the admission of the assignee to Member Newco.the Company; and (f) In the case of an assignment to a Third-Party Purchaser pursuant to Section 16.05(a) in which the JG Members are is the Transferring Member (a "“JG Members Exit Event"”), (i) such Third-Party Purchaser (the "“JG Members Substitute Member"”) shall have made a Member Funding Capital Contribution to Member Newco the Company (a "“Incoming Equalizing Contribution"”) (which Incoming Equalizing Contribution Member Newco the Company shall thereupon immediately distribute to CBL MemberCBL) in an amount such that, after giving effect to the distribution of the Incoming Equalizing Contribution to CBL MemberCBL, the JG Members Substitute Member's ’s Capital Interest (expressed as a percentage) shall be equal to the JG Members Substitute Member's ’s Profits Interest and (ii) the JG Members Substitute Member or its Affiliates shall provide CBL Member and its Affiliates, if any, and/or third-party lenders to Member Newcothe Company, as the case may be, with such additional agreements or undertakings as CBL Member or such lenders may reasonably require to replace or hold CBL Member and its Affiliates harmless from any liability, loss, cost or expense arising out of that portion of any then-outstanding loans (other than loans that are Mandatory Contributions or Non-Required Contributions) and/or Affiliate Loan Guarantees theretofore provided by CBL Member or its Affiliates that corresponds to the JG Members Substitute Member's ’s Capital Interest (expressed as a percentage).

Conditions of Assignments. Prior to any assignee of a Membership Interest becoming a Member, the following conditions must have been satisfied: (a) The assignor, his legal representative or authorized agent must have executed a written instrument of assignment of such Membership Interest in form and substance reasonably satisfactory to the Members; (b) The assignee must have executed a written agreement, in form and substance reasonably satisfactory to the Members, to assume all of the duties and obligations of the assignor under this Agreement with respect to the assigned Membership Interest and to be bound by and subject to all of the terms and conditions of this Agreement; (c) The assignor, his legal representative or authorized agent, and the assignee must have executed a written agreement, in form and substance reasonably satisfactory to the Members, to indemnify and hold Member Newco the Company and the Members harmless from and against any loss or liability arising out of the assignment; (d) The assignee must have executed such other documents and instruments as the Members may deem necessary to effect the admission of the assignee as a Member; and; (e) The assignee (if not previously a Member of Member Newcothe Company) or the assignor must have paid the expenses incurred by Member Newco the Company in connection with the admission of the assignee to Member Newco.the Company; and (f) In the case of an assignment to a Third-Party Purchaser pursuant to Section 16.05(a) in which the JG Members are is the Transferring Member (a "JG Members Exit Event"), (i) such Third-Party Purchaser (the "JG Members Substitute Member") shall have made a Member Funding Capital Contribution to Member Newco the Company (a "Incoming Equalizing Contribution") (which Incoming Equalizing Contribution Member Newco the Company shall thereupon immediately distribute to CBL MemberCBL) in an amount such that, after giving effect to the distribution of the Incoming Equalizing Contribution to CBL MemberCBL, the JG Members Substitute Member's Capital Interest (expressed as a percentage) shall be equal to the JG Members Substitute Member's Profits Interest and (ii) the JG Members Substitute Member or its Affiliates shall provide CBL Member and its Affiliates, if any, and/or third-party lenders to Member Newcothe Company, as the case may be, with such additional agreements or undertakings as CBL Member or such lenders may reasonably require to replace or hold CBL Member and its Affiliates harmless from any liability, loss, cost or expense arising out of that portion of any then-outstanding loans (other than loans that are Mandatory Contributions or Non-Required Contributions) and/or Affiliate Loan Guarantees theretofore provided by CBL Member or its Affiliates that corresponds to the JG Members Substitute Member's Capital Interest (expressed as a percentage).