Common use of Non Managing Members Rights to Transfer Clause in Contracts

Non Managing Members Rights to Transfer. (a) Subject to Section 12.01 and this Section 10.03, and subject to any other limitations to which the Non-Managing Members may otherwise be subject, a Non-Managing Member may, at any time, Transfer all or any portion of its Company Interest in a Permitted Transfer; provided, however, that the restrictions contained in this Agreement shall continue to apply to Units after any Permitted Transfer of such Units. (b) It is a condition to any Transfer otherwise permitted under this Section 10.03 that the transferee assume by operation of law or express agreement all of the obligations of the transferor Member under this Agreement with respect to such Transferred 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 company by operation of law) shall relieve the transferor Member of its obligations under this Agreement without the approval of the Managing Member. Any transferee shall take subject to the obligations of the transferor hereunder. The Managing Member shall promptly amend the Schedule of Members to reflect any Transfer permitted pursuant to this Section 10.03.