Generally, a Substitute Member or Assignee of a Unit Sample Clauses

Generally, a Substitute Member or Assignee of a Unit will succeed to the Member Account relating to the Units transferred. However, if the transfer causes a termination of the Company under Code Section 708, the Company Properties shall be deemed to have been distributed in liquidation of the Company to the Members (including the Substitute Member or transferee of a Unit) and deemed recontributed by such Members and transferees in reconstitution of the Company. In such event, the Carrying Values of the Company Properties shall be adjusted immediately prior to such deemed distribution (and such Carrying Values shall constitute the agreed values of such properties upon this deemed contribution of the recontributed property). The Member Accounts of such reconstituted Company shall be maintained in accordance with the principles of Section 6.1.
Sample 1
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Related to Generally, a Substitute Member or Assignee of a Unit

  • Admission of a Substitute or Additional General Partner A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied:

  • Admission of Assignees as Substitute Limited Partners An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

  • Substitute Member An Assignee who has been admitted to all of the rights of membership pursuant to this Operating Agreement.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Dissociation of a Member 34. Where a Member is in breach of this Agreement and said Member has not remedied the breach on notice from the Venture and after a reasonable period then the remaining Members will have the right to terminate this Agreement with regard to the individual defaulting Member (an "Involuntary Withdrawal") and take whatever action necessary to protect the interests of the Venture.

  • Substitute Members No transferee of all or part of a Member's Membership Interest shall become a substitute Member in place of the transferor unless and until:

  • Transfer or Assignment (i) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions:

  • No Transfer or Assignment No rights under this Award shall be assignable or transferable by the Grantee, except to the extent expressly permitted by the Plan.

  • Admission of Successor General Partner A successor General Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.

  • Pledge or Assignment With respect to Contracts that are “electronic chattel paper”, the authoritative copy of each Contract communicated to the Custodian has no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Trust Collateral Agent.

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