Membership Interest Transfer. Subject to the terms and conditions set forth in this Agreement, at the Closing, BRF shall assign, transfer and deliver to OLHS- NL, free and clear of all Encumbrances, and OLHS-NL shall acquire and assume from BRF, the BRFHH Membership Interest. At the Closing, title to the BRFHH Membership Interest shall pass to OLHS-NL, as owner of record and beneficial owner. OLHS-NL shall then be entitled to all rights, including voting rights, as the owner of the BRFHH Membership Interest.
Membership Interest Transfer. On the occurrence of any event that causes Baylor to cease to own a 20% or higher Ownership Interest, the Company must offer to sell Baylor the Baylor Interests (the "Baylor Offer") at the Fair Price of the Baylor Interests (to be determined by Baylor and UP in accordance with Section 17.3). Baylor will have an option expiring ninety (90) days from the determination of the Fair Price of Baylor Interests to purchase the Baylor Interests from the Company.
Membership Interest Transfer. Upon the occurrence of a “Membership Interest Transfer Event” (as defined in Section 3), Member (and for this purpose, Member hereby intends to bind any heir, executor, administrator, personal representative, estate, testamentary beneficiary, donee, trustee in bankruptcy, successor or assign, all of which shall be included in the term “Member”) shall transfer the Membership Interests (“Transferring Member”), including all legal and beneficial rights connected with the Membership Interests, to one or more persons or entities designated by the Manager in its sole discretion (each, a “Designated Transferee”), who shall be an individual or entity permitted to hold the Membership Interests under the laws, rules and regulations of the State of Wisconsin in effect at the time of such transfer (a “Membership Interest Transfer”) and who has entered into a liaison agreement and a directed equity transfer agreement in forms acceptable to the Manager in its sole discretion. Further, upon any Membership Interest Transfer, the Liaison Agreement shall automatically terminate, and Member shall resign as an officer, director, or manager of Provider, or in the absence of a written resignation by Member, be deemed to have resigned such positions, in each case, without any liability of Manager or Provider to the Transferring Member, and no action taken by the Transferring Member following a Membership Interest Transfer shall be valid or binding on Provider.
Membership Interest Transfer. The Operating Partnership shall ---------------------------- have ordered and received written results of Uniform Commercial Code Financing Statements, judgment, litigation (including bankruptcy) and tax liens searches dated not earlier than the date which is forty-five (45) days prior to the Closing Date for each Membership Interest Contributor in the state and county of such Membership Interest Contributor's principal place of business or residence if such Membership Interest Contributor is an individual showing no liens, claims, charges, security interests, encumbrances or other matters which relate in any way to such Membership Interest Contributor's membership interest in each Property Owning Entity which will not be paid and released at or prior to Closing, other than liens securing a Third Party Loan to the Property Owning Entity.
