Effect of Assignment; Documents. In the event of any Transfer permitted hereunder of a direct interest in the Company, subject to Article VIII, the Company shall not be dissolved but instead shall continue as before, with, however, the addition or substitution of such transferee or assignee as a Member of the Company. No such Transfer shall relieve the assignor from any of its obligations under this Agreement. Notwithstanding the foregoing, as a condition to any such Transfer by a Member of a direct interest in the Company (including any Class A Preferred Units), the assignee must execute and deliver to the Company an assumption (in form reasonably satisfactory to the non-assigning members) of all the obligations of the assignor under this Agreement arising from and after the date of such assignment. Upon execution and delivery of such assumption, the Members shall execute a document in form reasonably satisfactory to all Members evidencing the admission of such transferee. Admission of a substituted Member shall become effective on the date such Person’s name is recorded on the books and records of the Company.
Effect of Assignment; Documents. (A) Any Membership Interest transferred pursuant to the provisions of this Article 8 shall be subject to the restrictions and obligations set forth in this Agreement and no Transfer of any Membership Interest otherwise permitted hereunder (except for a pledge or collateral assignment to another Person) shall be effective for any purpose unless and until the party to whom such Membership Interest is being transferred has executed this Agreement (as amended) and agreed to be bound by all of its terms and provisions. Unless otherwise expressly agreed by the Members or expressly provided herein, no Transfer permitted hereunder shall relieve the assignor from any of its obligations under this Agreement accruing prior to such Transfer.
Effect of Assignment; Documents. In the event of any Transfer permitted hereunder, subject to Article VIII, the Company shall not be terminated but instead shall continue as before, with, however, the addition or substitution of such new Member. No such Transfer shall relieve the assignor from any of its obligations under this Agreement without the prior written consent of the other Members (which consent shall not be unreasonably withheld as to obligations assumed by an assignee provided, among other matters, the assignment is permitted hereunder and the other Members are reasonably satisfied that the assignee is sufficiently creditworthy to timely satisfy such obligations). Notwithstanding the foregoing, as a condition to any sale or assignment by a Member, the transferee or assignee must execute and deliver to the other Members an assumption (in form reasonably satisfactory to the other Members) of all the obligations of the assignee under this Agreement arising from and after the date of such assignment. If any Transfer is made in violation of this Article VI, the transferee shall have no right to become a Member and shall have no right to participate in the management and affairs of the Company. The transferee in such case shall be entitled only to receive the share of the distributions payable to it under Article IV to which the transferring Member would have been entitled.
Effect of Assignment; Documents. All interests in this Company transferred, assigned, or bequeathed pursuant to the provisions of this article shall be subject to the restrictions and obligations set forth in this Agreement. On admission, each additional Member shall be given a copy of this Agreement as then in effect and shall be deemed bound, without further act or instrument, to the terms of this Agreement and the Articles of Organization of the Company.
Effect of Assignment; Documents. In the event of any sale, ------------------------------ assignment or transfer permitted hereunder, the Company shall not be dissolved or wound up but instead shall continue as before, with, however, the addition or substitution of such new Member. No such sale, assignment or transfer shall relieve the assignor from any of its obligations under this Agreement without the prior written consent of all Members (which consent shall not be unreasonably withheld as to obligations assumed by an assignee provided, among other matters, the assignment is permitted hereunder and the Managing Member are reasonably satisfied that the assignee is sufficiently creditworthy to timely satisfy such obligation). Notwithstanding the foregoing, as a condition to any sale or assignment by a Member, the transferee or assignee must execute and deliver to the other Member an assumption (in form reasonably satisfactory to all Members) of all the obligations of the assignee under this Agreement arising from and after the date of such assignment.
Effect of Assignment; Documents. In the event of any Transfer permitted hereunder, then the assignee shall be substituted hereunder for the assignor as a Member of the LLC to the extent of the interest assigned or transferred, and the LLC shall not be dissolved or wound up but instead shall continue as before with, however, the addition or substitution of such new Member. No such assignment shall relieve the assignor from any of its obligations under this Agreement existing as of the date of execution of this Agreement or accruing prior to such assignment nor from any obligations (whether past or future) under any other agreement without the prior specific approval of such release by the LLC determined by the Board of Directors. Each Member shall execute such instruments and documents (including, but not limited to, amendments to this Agreement) as the Board of Directors shall reasonably request in order to confirm the foregoing and accomplish such assignment. Notwithstanding the foregoing, as a condition to such assignment, (i) the assignee must execute a written assumption agreement assuming all of the obligations of the assignor as to the interest being assigned and agreeing to be bound by the terms of this Agreement (as the same may have been amended from time to time) and a signed, original counterpart copy of which shall be filed with the LLC records, and (ii) such assignee must be approved as a substitute Member by the Board of Directors.
Effect of Assignment; Documents. In the event of any sale or assignment permitted hereunder, subject to Article VIII, the Company shall not be dissolved but instead shall continue as before, with, however, the addition or substitution of such transferee or assignee as a Member of the Company. No such Transfer shall relieve the assignor from any of its obligations under this Agreement . Notwithstanding the foregoing, as a condition to any sale or assignment by a Member, the assignee must execute and deliver to the non-assigning Member on behalf of the Company an assumption (in form reasonably satisfactory to the non-assigning member) of all the obligations of the assignor under this Agreement arising from and after the date of such assignment. Upon execution and delivery of such assumption, the Members shall execute a document in form reasonably satisfactory to all Members evidencing the admission of such transferee.
Effect of Assignment; Documents. (A) All whole or partial Interests Transferred pursuant to the provisions of this Article VII shall be subject to the restrictions and obligations set forth in this Agreement and no Transfer of a whole or partial Interest otherwise permitted hereunder (except for a pledge or collateral assignment to another Person) shall be effective for any purpose unless and until the party to whom such Interest is being Transferred has executed this
Effect of Assignment; Documents. In the event of any Transfer permitted hereunder, subject to Article VIII, the Partnership shall not be terminated but instead shall continue as before, with, however, the addition or substitution of such new Partner. No such Transfer shall relieve the assignor from any of its obligations under this Agreement. Notwithstanding the foregoing, as a condition to any sale or assignment by a Partner, the transferee or assignee must execute and deliver to the other Partner an assumption (in form reasonably satisfactory to the other Partner) of all the obligations of the assignee under this Agreement arising from and after the date of such assignment. If any Transfer is made in violation of this Article VI, the transferee shall have no right to become a Partner and shall have no right to participate in the management and affairs of the Partnership. The transferee in such case shall only be entitled to receive the share of the distributions payable to it under Article IV to which the transferring Partner would have been entitled.
Effect of Assignment; Documents. In the event of any sale, assignment or transfer permitted hereunder, the Partnership shall not be dissolved or wound up, but shall continue. No such sale, assignment or transfer shall relieve the assignor from any of its obligations under this Agreement accruing prior to such sale, assignment or transfer. Notwithstanding the foregoing, as a condition to any sale, transfer or assignment by a Partner, the transferee or assignee must execute a joinder to this Agreement and agree to be bound by all of its terms and provisions.
