Common use of Conditions of Transfer and Assignment Clause in Contracts

Conditions of Transfer and Assignment. A transferee of an Interest pursuant to 12.01 or 12.02 shall become a Member only if the following conditions have been satisfied: (a) the transferor, his legal representative or authorized agent must have executed a written instrument of transfer of such Interest in form and substance satisfactory to the Managers; (b) the transferee must have executed a written agreement, in form and substance satisfactory to the Managers, to assume all of the duties and obligations of the transferor under this Operating Agreement with respect to the transferred Interest and to be bound by and subject to all of the terms and conditions of this Operating Agreement; (c) the transferor, his legal representative or authorized agent, and the transferee must have executed a written agreement, in form and substance satisfactory to the Managers to indemnify and hold the Company, the Managers and the other Members harmless from and against any loss or liability arising out of the transfer; (d) the transferee must have executed such other documents and instruments as the Managers may deem necessary to effect the admission of the transferee as a Member; and (e) unless waived by the Managers, the transferee or the transferor must have paid the expenses incurred by the Company in connection with the admission of the transferee to the Company.

Appears in 5 contracts

Samples: Operating Agreement, Operating Agreement (Bluerock Residential Growth REIT, Inc.), Operating Agreement (Bluerock Residential Growth REIT, Inc.)

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Conditions of Transfer and Assignment. A transferee of an Interest pursuant to 12.01 or 12.02 12.02(a) shall become a Member only if the following conditions have been satisfied: (a) a. the transferor, his legal representative or authorized agent must have executed a written instrument of transfer of such Interest in form and substance satisfactory to the ManagersManager; (b) b. the transferee must have executed a written agreement, in form and substance satisfactory to the Managers, Manager to assume all of the duties and obligations of the transferor under this Operating Agreement with respect to the transferred Interest and to be bound by and subject to all of the terms and conditions of this Operating Agreement; (c) c. the transferor, his legal representative or authorized agent, and the transferee must have executed a written agreement, in form and substance satisfactory to the Managers Manager to indemnify and hold the Company, the Managers Manager and the other Members harmless from and against any loss or liability arising out of the transfer; (d) d. the transferee must have executed such other documents and instruments as the Managers Manager may deem necessary to effect the admission of the transferee as a Member; and (e) e. unless waived by the ManagersManager, the transferee or the transferor must have paid the expenses incurred by the Company in connection with the admission of the transferee to the Company.

Appears in 2 contracts

Samples: Operating Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Operating Agreement (Bluerock Enhanced Multifamily Trust, Inc.)

Conditions of Transfer and Assignment. A transferee of an a Membership Interest pursuant to 12.01 or 12.02 shall become a Member only if the following conditions have been satisfied: (a) the transferor, his legal representative or authorized agent must have executed a written instrument of transfer of such Membership Interest in form and substance satisfactory to the ManagersManager; (b) the transferee must have executed a written agreement, in form and substance satisfactory to the Managers, Manager to assume all of the duties and obligations of the transferor under this Operating Agreement with respect to the transferred Membership Interest and to be bound by and subject to all of the terms and conditions of this Operating Agreement; (c) the transferor, his legal representative or authorized agent, and the transferee must have executed a written agreement, in form and substance satisfactory to the Managers Manager to indemnify and hold the Company, the Managers Manager and the other Members harmless from and against any loss or liability arising out of the transfer; (d) the transferee must have executed such other documents and instruments as the Managers Manager may deem necessary to effect the admission of the transferee as a Member; and (e) unless waived by the ManagersManager, the transferee or the transferor must have paid the expenses incurred by the Company in connection with the admission of the transferee to the Company.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement

Conditions of Transfer and Assignment. A transferee of an a Membership Interest pursuant to 12.01 Section 12.1 or 12.02 12.2 shall become a Member only if the following conditions have been satisfied: (a) the transferor, his legal representative or authorized agent must have executed a written instrument of transfer of such Membership Interest in form and substance satisfactory to the Managers; (b) the transferee must have executed a written agreement, in form and substance satisfactory to the Managers, to assume assuming all of the duties and obligations of the transferor under this Operating Limited Liability Company Agreement with respect to the transferred Membership Interest and agreeing to be bound by and subject to all of the terms and conditions of this Operating AgreementLimited Liability Company Agreement applicable to it as holder of the transferred Membership Interest; (c) the transferor, his legal representative or authorized agent, and the transferee must have executed a written agreement, in form and substance satisfactory to the Managers Managers, to indemnify and hold the Company, the Managers and the Members (other than the transferor), and the Indemnitees of the Managers and the Members (other than the transferor) harmless from and against any loss or liability arising out of the transfer; (d) the transferee must have executed such other documents and instruments as the Managers may deem necessary to effect the admission of the transferee as a Member; and (e) unless waived by the Managers, the transferee or the transferor must have paid the expenses incurred by the Company and the Managers and the Members (other than the transferor) in connection with the admission of the transferee to the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Conditions of Transfer and Assignment. A No transferee of an the Interest pursuant to 12.01 or 12.02 of a Partner shall become a Member only if substituted Partner until the following conditions have been satisfied: (a) the transferortransferor Partner, his legal representative or authorized agent must shall have executed a written instrument of transfer of such Interest in form and substance satisfactory to the ManagersGeneral Partner; (b) the transferee must shall have executed a written agreement, in form and substance satisfactory to the ManagersGeneral Partner, to assume all of the duties and obligations of the transferor Partner under this Operating Agreement with respect to the transferred Interest and to be bound by and subject to all of the terms and conditions of this Operating Agreement; (c) the transferor, transferor Partner and his legal representative or authorized agent, and the transferee must shall have executed a written agreement, in form and substance satisfactory to the Managers General Partner, to indemnify and hold the Company, the Managers Partnership and the other Members General Partner harmless from and against any loss or liability arising out of the transfer; (d) the transferee must shall have executed such other documents and instruments as the Managers General Partner may deem necessary to effect the admission of the transferee as a MemberPartner; and (e) unless waived by the Managers, the transferee or the transferor must shall have paid the expenses incurred by the Company Partnership in connection with the admission of the transferee to the CompanyPartnership. A permitted transferee who does not become a substituted Partner shall be entitled to receive only that portion of the distributions and allocations to which his transferor would otherwise be entitled, and such transferee shall not be entitled to vote on any question regarding the Partnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Premdor Finace LLC)

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Conditions of Transfer and Assignment. A transferee of an Interest pursuant to 12.01 or 12.02 shall become a Member only if the following conditions have been satisfied: (a) a. the transferor, his legal representative or authorized agent must have executed a written instrument of transfer of such Interest in form and substance satisfactory to the Managers; (b) b. the transferee must have executed a written agreement, in form and substance satisfactory to the Managers, Managers to assume all of the duties and obligations of the transferor under this Operating Agreement with respect to the transferred Interest and to be bound by and subject to all of the terms and conditions of this Operating Agreement; (c) c. the transferor, his legal representative or authorized agent, and the transferee must have executed a written agreement, in form and substance satisfactory to the Managers to indemnify and hold the Company, the Managers and the other Members harmless from and against any loss or liability arising out of the transfer; (d) d. the transferee must have executed such other documents and instruments as the Managers may deem necessary to effect the admission of the transferee as a Member; and (e) e. unless waived by the Managers, the transferee or the transferor must have paid the expenses incurred by the Company in connection with the admission of the transferee to the Company.

Appears in 1 contract

Samples: Operating Agreement (Cannaisseur Group Inc.)

Conditions of Transfer and Assignment. A transferee of an Interest pursuant to 12.01 or 12.02 shall become a Member only if the following conditions have been satisfied: (a) the transferor, his legal representative or authorized agent must have executed a written instrument of transfer of such Interest in form and substance satisfactory to the Managers; (b) the transferee must have executed a written agreement, in form and substance satisfactory to the Managers, Managers to assume all of the duties and obligations of the transferor under this Operating Agreement with respect to the transferred Interest and to be bound by and subject to all of the terms and conditions of this Operating Agreement; (c) the transferor, his legal representative or authorized agent, and the transferee must have executed a written agreement, in form and substance satisfactory to the Managers to indemnify and hold the Company, the Managers and the other Members harmless from and against any loss or liability arising out of the transfer; (d) the transferee must have executed such other documents and instruments as the Managers may deem necessary to effect the admission of the transferee as a Member; and (e) unless waived by the Managers, the transferee or the transferor must have paid the expenses incurred by the Company in connection with the admission of the transferee to the Company.

Appears in 1 contract

Samples: Operating Agreement (Bluerock Residential Growth REIT, Inc.)

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