Common use of Date of Admission as Additional or Substituted Member Clause in Contracts

Date of Admission as Additional or Substituted Member. Admission of an Additional Member or Substituted Member shall become effective on the date such Person’s name is recorded on the books and records of the Company. Upon the admission of an Additional Member or Substituted Member, (i) the Company shall, without the need for consent of any other Person, revise the Members’ Schedule to reflect the name and address of, and the number and class of Membership Interests held by, such Additional Member or Substituted Member and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Member and (ii) to the extent of the Disposition to such Substituted Member, the Disposing Member shall be relieved of its obligations under this Agreement. Any Member who Disposed of all of such Member’s Membership Interests in one or more Dispositions permitted pursuant to this Section 3.7 and Article 7 (where each transferee was admitted as an Additional Member or a Substituted Member) shall cease to be a Member as of the date on which all transferees are admitted as Additional Members or Substituted Members; provided, that, notwithstanding anything to the contrary in this Agreement, such Member shall not be relieved of any liabilities that arise under or are incurred by such Member pursuant to the terms and conditions of this Agreement prior to the time such Member Disposes of any Membership Interests or ceases to be a Member.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Magnum Hunter Resources Corp), Limited Liability Company Agreement (Magnum Hunter Resources Corp)

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Date of Admission as Additional or Substituted Member. Admission of an Additional Member or Substituted Member shall become effective on the date such Person’s name is recorded on the books and records of the Company. Upon the admission of an Additional Member or Substituted Member, (i) the Company shallshall amend Schedule I or II, without the need for consent of any other Personas applicable, revise the Members’ Schedule to reflect the name and address of, and the number and class of Membership Interests Units held by, such Additional Member or Substituted Member and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Member (such revisions to be presented to the Board no later than at the next regular meeting of the Board) and (ii) to the extent of the Disposition to such Substituted Member, the Disposing Member shall be relieved of its obligations under this Agreement. Any Member who Disposed shall Dispose of all of such Member’s Units or Membership Interests in one or more Dispositions permitted pursuant to this Section 3.7 3.5 and Article 7 (where each transferee was admitted as an Additional Member or a Substituted Member) shall cease to be a Member as of the last date on which all transferees are admitted as Additional Members or Substituted Members; , provided, that, notwithstanding anything to the contrary in this Agreementherein, such Member shall not be relieved of any liabilities that arise under or are incurred by such Member pursuant to the terms and conditions of this Agreement prior to the time such Member Disposes of any Units or Membership Interests or ceases to be a MemberMember hereunder.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Laredo Petroleum - Dallas, Inc.), Limited Liability Company Agreement (Laredo Petroleum, Inc.)

Date of Admission as Additional or Substituted Member. Admission of an Additional Member or Substituted Member shall become effective on the date such Person’s name is recorded on the books and records of the Company. Upon the admission of an Additional Member or Substituted Member, (i) the Company shallshall amend Schedule I or Schedule II, without the need for consent of any other Personas applicable, revise the Members’ Schedule to reflect the name and address of, and the number and class or series of Membership Interests Units held by, such Additional Member or Substituted Member and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Member (such revisions to be presented to the Board no later than at the next regular meeting of the Board) and (ii) to the extent of the Disposition to such Substituted Member, the Disposing Member shall be relieved of its obligations under this Agreement. Any Member who Disposed shall Dispose of all of such Member’s Units or Membership Interests in one or more Dispositions permitted pursuant to this Section 3.7 and Article 7 (where each transferee was admitted as an Additional Member or a Substituted Member) shall cease to be a Member as of the last date on which all transferees are admitted as Additional Members or Substituted Members; , provided, that, notwithstanding anything to the contrary in this Agreementherein, such Member shall not be relieved of any liabilities that arise under or are incurred by such Member pursuant to the terms and conditions of this Agreement prior to the time such Member Disposes of any Units or Membership Interests or ceases to be a MemberMember hereunder.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Genesis Energy Lp)

Date of Admission as Additional or Substituted Member. Admission of an Additional Member or Substituted Member shall become effective on the date such Person’s name is recorded on the books and records of the Company. Upon the admission of an Additional Member or Substituted Member, (i) the Company shallshall amend Schedule I or II, without the need for consent of any other Personas applicable, revise the Members’ Schedule to reflect the name and address of, and the number and class of Membership Interests Units held by, such Additional Member or Substituted Member and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Member (such revisions to be presented to the Board no later than at the next regular meeting of the Board) and (ii) to the extent of the Disposition to such Substituted Member, the Disposing Member shall be relieved of its obligations under this Agreement. Any Member who Disposed shall Dispose of all of such Member’s Units or Membership Interests in one or more Dispositions permitted pursuant to this Section 3.7 3.8 and Article 7 (where each transferee was admitted as an Additional Member or a Substituted Member) shall cease to be a Member as of the last date on which all transferees are admitted as Additional Members or Substituted Members; , provided, that, notwithstanding anything to the contrary in this Agreementherein, such Member shall not be relieved of any liabilities that arise under or are incurred by such Member pursuant to the terms and conditions of this Agreement prior to the time such Member Disposes of any Units or Membership Interests or ceases to be a MemberMember hereunder.

Appears in 1 contract

Samples: Limited Liability Company Agreement (RoyaltyTraders LLC)

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Date of Admission as Additional or Substituted Member. Admission of an Additional Member or Substituted Member shall become effective on the date such Person’s name is recorded on the books and records of the Companyapplicable conditions set forth in Section 6.5(b) are satisfied. Upon the admission of an Additional Member or Substituted Member, : (i) the Company shall, without requiring the need for consent of any other Person, revise the Members’ Schedule I to reflect the name name, address and address Percentage Interest of, and the number and class of Membership Interests held by, such Additional Member or Substituted Member and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Member Member; and (ii) to in the extent event of the Disposition a Transfer to such Substituted Member, the Disposing Transferring Member shall be relieved of its obligations under this AgreementAgreement with respect to such Transferred Membership Interest, except as set forth in the proviso to the following sentence. Any Member who Disposed of Transferred all of such Member’s Membership Interests in one or more Dispositions Transfers permitted pursuant to this Section 3.7 3.6 and Article 7 (where each transferee was admitted as an Additional Member or a Substituted Member) shall cease to be a Member as of the last date on which all transferees are admitted as Additional Members or Substituted Members; provided, provided that, notwithstanding anything to the contrary in this Agreementherein, such Member shall not be relieved of any liabilities that arise under or are incurred by such Member pursuant to the terms and conditions of this Agreement prior to the time such Member Disposes of Transfers any Membership Interests Interest or ceases to be a MemberMember hereunder.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Robertson Corbin J Jr)

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