Common use of Exception for Permitted Transfers Clause in Contracts

Exception for Permitted Transfers. The conditions of Section 10.2(a)(ii) through Section 10.2(a)(iii) shall not apply in the case of a Permitted Transfer. It is a condition to any Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Member under this Agreement with respect to such Transferred Membership Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Member are assumed by a successor corporation by operation of law) shall relieve the transferor Member of its obligations under this Agreement without the approval of the Managing Member. Any transferee, whether or not admitted as a Substituted Member, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Member, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 10.4.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Wayne Farms, Inc.), Limited Liability Company Agreement (Wayne Farms, Inc.)

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Exception for Permitted Transfers. The conditions of Section 10.2(a)(ii10.3(a)(ii) through Section 10.2(a)(iiiand 10.3(a)(iv) shall not apply in the case of a Permitted Transfer. It is a condition to any Transfer otherwise permitted hereunder (whether or not such Transfer is effected during or after any applicable Lock-Up Period) that the transferee assumes by operation of law Law or express agreement all of the obligations of the transferor Member under this Agreement with respect to such Transferred Membership InterestUnits, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Member are assumed by a successor corporation by operation of lawLaw) shall relieve the transferor Member of its obligations under this Agreement without the approval of the Managing MemberManager. Any transferee, whether or not admitted as a Substituted Member, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Member, no transferee, whether by a voluntary Transfer, by operation of law Law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 10.410.5.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (SmileDirectClub, Inc.), Limited Liability Company Agreement (SmileDirectClub, Inc.)

Exception for Permitted Transfers. The conditions of Section 10.2(a)(ii11.3(a)(i) through Section 10.2(a)(iii11.3(a)(iv) hereof shall not apply in the case of a Permitted Transfer. It is a condition to any Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Member under this Agreement with respect to such Transferred Membership LLC Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Member are assumed by a successor corporation by operation of law) shall relieve the transferor Member of its obligations under this Agreement without the approval Consent of the Managing Member. Any transferee, whether or not admitted as a Substituted Member, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Member, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 10.411.5 hereof.

Appears in 2 contracts

Samples: Operating Agreement (Lineage, Inc.), Operating Agreement (Lineage, Inc.)

Exception for Permitted Transfers. The conditions of Section 10.2(a)(ii11.2(a) through Section 10.2(a)(iii) hereof shall not apply in the case of a Permitted TransferTransfer to a Qualified Transferee, or a Transfer to the Parent, the Operating Company or the Company. It is a condition to any Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Member under this Agreement with respect to such Transferred Membership Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Member are assumed by a successor corporation by operation of law) shall relieve the transferor Member of its obligations under this Agreement without the approval of the Managing MemberManager. Any transferee, whether or not admitted as a Substituted Member, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Member, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 10.411.4 hereof.

Appears in 1 contract

Samples: Operating Agreement (Five Point Holdings, LLC)

Exception for Permitted Transfers. The conditions of Section 10.2(a)(ii11.2(a)(i) through Section 10.2(a)(iii(v) shall not apply in the case of a Permitted TransferTransfer to a Permitted Transferee, or a Transfer to the Company or the Investor. It is a condition to any Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Transferring Member under this Agreement with respect to such Transferred Membership Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Transferring Member are assumed by a successor corporation by operation of law) shall relieve the transferor Transferring Member of its obligations under this Agreement without the approval of the Managing Member. Any transferee, whether or not admitted as a Substituted Member, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Member, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 10.411.4.

Appears in 1 contract

Samples: Investment Agreement (Easterly Acquisition Corp.)

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Exception for Permitted Transfers. The conditions of set forth in Section 10.2(a)(ii) through Section 10.2(a)(iii11.3(a)(i) shall not apply in the case of a any Permitted Transfer. It is a condition to any Transfer otherwise permitted hereunder (whether or not such Transfer is effected during or after the applicable Lock-Up Period) that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Member under this Agreement with respect to such Transferred Membership Company Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Member are assumed by a successor corporation by operation of law) shall relieve the transferor Member of its obligations under this Agreement without the approval of the Managing Member. Any transferee, whether or not admitted as a Substituted Member, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Member, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 10.411.5.

Appears in 1 contract

Samples: Letter Agreement (FTAC Athena Acquisition Corp.)

Exception for Permitted Transfers. The conditions of condition set forth in Section 10.2(a)(ii) through Section 10.2(a)(iii11.3(a)(ii) shall not apply in the case of a Permitted Transfer. It is a condition to any Transfer otherwise permitted hereunder (whether or not such Transfer is effected during or after the applicable Lock-Up Period) that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Member under this Agreement with respect to such Transferred Membership Company Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Member are assumed by a successor corporation by operation of law) shall relieve the transferor Member of its obligations under this Agreement without the approval of the Managing Member. Any transferee, whether or not admitted as a Substituted Member, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Member, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 10.411.5.

Appears in 1 contract

Samples: Limited Liability Company Agreement (OppFi Inc.)

Exception for Permitted Transfers. The conditions condition set forth in the following sentence of this Section 10.2(a)(ii) through Section 10.2(a)(iii11.3(a)(ii) shall not apply in the case of a Permitted Transfer. It is a condition to any Transfer otherwise permitted hereunder (whether or not such Transfer is effected during or after the applicable Lock-Up Period) that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Member under this Agreement with respect to such Transferred Membership Company Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Member are assumed by a successor corporation by operation of law) shall relieve the transferor Member of its obligations under this Agreement without the approval of the Managing Member. Any transferee, whether or not admitted as a Substituted Member, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Member, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 10.411.5.

Appears in 1 contract

Samples: Operating Agreement (Biote Corp.)

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