No Assignment of Duties. This Assignment constitutes an assignment of ----------------------- the Assigned Interests and the other Collateral only and not an assignment of any duties or obligations of the Assignor with respect thereto, and by its acceptance hereof and whether or not the Assignee shall have exercised any of its rights or remedies hereunder, the Assignee does not undertake to perform or discharge, and shall not be responsible or liable for the performance or discharge of, any such duties or responsibilities, including, without limitation, for capital calls. The Assignor agrees that, notwithstanding the exercise by the Assignee of any of its rights hereunder, the Assignor shall remain liable for the full and prompt performance of all of the Assignor's obligations and liabilities under the Partnership Agreement. Under no circumstances shall the Assignee or any holder of any of the Obligations as such be deemed to be a partner of the Partnership by virtue of the provisions of this Assignment unless expressly agreed to in writing by the Assignee. Without limiting the generality of the foregoing, the Assignee shall have no partnership fiduciary duty to the Assignor, whether by virtue of the security interests and liens hereunder, or any enforcement action in respect of such security interests and liens, unless and until the Assignee is admitted to the Partnership as a substitute partner after exercising enforcement rights under (S)9-504 or (S)9-505 of the Uniform Commercial Code of the Commonwealth of Massachusetts, or otherwise.
Appears in 2 contracts
Samples: Collateral Assignment of Partnership Interest (National Restaurant Enterprises Holdings Inc), Collateral Assignment of Partnership Interest (National Restaurant Enterprises Holdings Inc)
No Assignment of Duties. This Assignment Agreement constitutes an a collateral assignment of ----------------------- the Assigned Pledged Interests and the other Collateral only and not an assignment of any duties or obligations of the Assignor Pledgor with respect thereto, and by its acceptance hereof and whether or not the Assignee Collateral Agent shall have exercised any of its rights or remedies hereunder, none of the Assignee does not undertake Secured Parties undertakes to perform or discharge, and none of the Secured Parties shall not be responsible or liable for the performance or discharge of, any such duties or responsibilities, including, without limitation, for capital calls. The Assignor Pledgor agrees that, notwithstanding the exercise by the Assignee Collateral Agent of any of its rights hereunder, the Assignor Pledgor shall remain liable for the full and prompt performance of all of the Assignor's Pledgor’s obligations and liabilities under the Partnership Agreementwith respect to each LLC. Under no circumstances shall the Assignee Collateral Agent, any of the other Secured Parties or any holder of any of the Obligations as such be deemed to be a partner member of the Partnership any LLC by virtue of the provisions of this Assignment Agreement unless expressly agreed to in writing by the AssigneeCollateral Agent or such other Secured Party or holder, as applicable. Without limiting the generality of the foregoing, none of the Assignee Secured Parties shall have no partnership any member fiduciary duty to the AssignorPledgor, whether by virtue of the security interests and liens hereunder, or any enforcement action in respect of such security interests and liens, unless and until the Assignee Collateral Agent or such other Secured Party is admitted to the Partnership such LLC as a substitute partner member after exercising enforcement rights under (S)9-504 or (S)9-505 Article 9 of the Uniform Commercial Code in effect in the State of the Commonwealth of MassachusettsNew York, or otherwise.
Appears in 1 contract
Samples: Membership Interest Pledge Agreement (Real Mex Restaurants, Inc.)
No Assignment of Duties. This Assignment Agreement constitutes an assignment of ----------------------- the Assigned Interests and the other Collateral only and not an assignment of any duties or obligations of the Assignor Assignors with respect thereto, and by its acceptance hereof and whether or not the Assignee shall have exercised any of its rights or remedies hereunder, the Assignee does not undertake to perform or discharge, and shall not be responsible or liable for the performance or discharge of, any such duties or responsibilities, including, without limitation, for capital calls. The Assignor agrees Assignors agree that, notwithstanding the exercise by the Assignee of any of its rights hereunder, the Assignor Assignors shall remain liable for the full and prompt performance of all of the Assignor's Assignors’ obligations and liabilities under the Partnership AgreementOrganizational Documents. Under no circumstances shall the Assignee or any holder of any of the Secured Obligations as such be deemed to be a partner of the Partnership or any Subsidiary that is a partnership by virtue of the provisions of this Assignment Agreement unless expressly agreed to in writing by the Assignee. Without limiting the generality of the foregoing, the Assignee shall have no partnership fiduciary duty to the AssignorLP Assignor or any Subsidiary Assignor that is a partner in such Subsidiary, whether by virtue of the security interests and liens hereunder, or any enforcement action in respect of such security interests and liens, unless and until the Assignee is admitted to the Partnership as or any such Subsidiary a substitute partner after exercising enforcement rights under (S)9§ 9-504 610 or (S)9§ 9-505 620 of the Uniform Commercial Code in effect in the State of the Commonwealth of MassachusettsNew York, or otherwise.
Appears in 1 contract
No Assignment of Duties. This Assignment Agreement constitutes an assignment of ----------------------- the Assigned Interests and the other Collateral only and not an assignment of any duties or obligations of the Assignor with respect thereto, and by its acceptance hereof and whether or not the Assignee shall have exercised any of its rights or remedies hereunder, the Assignee does not undertake to perform or discharge, and shall not be responsible or liable for the performance or discharge of, any such duties or responsibilities, including, without limitation, for capital calls. The Assignor agrees that, notwithstanding the exercise by the Assignee of any of its rights hereunder, the Assignor shall remain liable for the full and prompt performance of all of the Assignor's ’s obligations and liabilities under the Partnership Agreement. Under no circumstances shall the Assignee or any holder of any of the Secured Obligations as such be deemed to be a partner of the Partnership by virtue of the provisions of this Assignment Agreement unless expressly agreed to in writing by the Assignee. Without limiting the generality of the foregoing, the Assignee shall have no partnership fiduciary duty to the Assignor, whether by virtue of the security interests and liens hereunder, or any enforcement action in respect of such security interests and liens, unless and until the Assignee is admitted to the Partnership as a substitute partner after exercising enforcement rights under (S)9§9-504 610 or (S)9§9-505 620 of the Uniform Commercial Code in effect in the State of the Commonwealth of MassachusettsNew York, or otherwise.
Appears in 1 contract
No Assignment of Duties. This Assignment Agreement constitutes an assignment of ----------------------- the Assigned Interests and the other Collateral only and not an assignment of any duties or obligations of the Assignor with respect thereto, and by its acceptance hereof and whether or not the Assignee shall have exercised any of its rights or remedies hereunder, the Assignee does not undertake to perform or discharge, and shall not be responsible or liable for the performance or discharge of, any such duties or responsibilities, including, without limitation, for capital calls. The Assignor agrees that, notwithstanding the exercise by the Assignee of any of its rights hereunder, the Assignor shall remain liable for the full and prompt performance of all of the Assignor's obligations and liabilities under the Partnership AgreementLLC Agreements. Under no circumstances shall the Assignee or any holder of any of the Obligations as such be deemed to be a partner member of the Partnership any Owner by virtue of the provisions of this Assignment Agreement unless expressly agreed to in writing by the Assignee. Without limiting the generality of the foregoing, the Assignee shall have no partnership limited liability company fiduciary duty to the Assignor, whether by virtue of the security interests and liens hereunder, or any enforcement action in respect of such security interests and liens, unless and until the Assignee is admitted to the Partnership each Owner, as a substitute partner member after exercising enforcement rights under (S)9§9-504 610 or (S)9§9-505 620 of the Uniform Commercial Code in effect in the State of the Commonwealth of MassachusettsNew York, or otherwise.
Appears in 1 contract
Samples: Pledge and Security Agreement (FelCor Lodging Trust Inc)
No Assignment of Duties. This Assignment Agreement constitutes an assignment of ----------------------- the Assigned Interests and the other Collateral only and not an assignment of any duties or obligations of the Assignor Assignors with respect thereto, and by its acceptance hereof and whether or not the Assignee shall have exercised any of its rights or remedies hereunder, the Assignee does not undertake to perform or discharge, and shall not be responsible or liable for the performance or discharge of, any such duties or responsibilities, including, without limitation, for capital calls. The Each Assignor agrees that, notwithstanding the exercise by the Assignee of any of its rights hereunder, the each such Assignor shall remain liable for the full and prompt performance of all of the such Assignor's ’s obligations and liabilities under the Partnership Agreementrespective Constituent Document. Under no circumstances shall the Assignee or any holder of any of the Obligations as such be deemed to be a partner or member of the Partnership Issuers by virtue of the provisions of this Assignment Agreement unless expressly agreed to in writing by the Assignee. Without limiting the generality of the foregoing, the Assignee shall have no partnership or limited liability company fiduciary duty to the AssignorAssignors, whether by virtue of the security interests and liens hereunder, or any enforcement action in respect of such security interests and liens, unless and until the Assignee is admitted to the Partnership applicable Issuer, as applicable as a substitute partner or member after exercising enforcement rights under (S)9Section 9-504 610 or (S)9Section 9-505 620 of the Uniform Commercial Code in effect in the State of the Commonwealth of MassachusettsNew York, or otherwise.
Appears in 1 contract
Samples: Pledge and Security Agreement (FelCor Lodging Trust Inc)