Common use of Other Assignments Void Clause in Contracts

Other Assignments Void. (a) Without limiting the terms of Section 10.1, any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, the direct or indirect admission of any new equity or other beneficial interest holder in such entity, or the issuance or assignment to any person or entity, who is not now an equity or other beneficial interest holder, or an Affiliate of such an equity interest holder, in such entity, of any kind of interest whatsoever in such entity. If a transfer is permitted under this subsection, such assignee shall pay all expenses incurred by the Company in connection with the transfer. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability company. (b) Further without limiting the terms of Section 10.1, any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, the issuance, sale, assignment, gift, pledge, hypothecation or encumbrance of any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or any instruments convertible into any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or the transfer of any right to vote any equity or other beneficial interest in such entity or any such assignee. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability company

Other Assignments Void. (a) Without limiting the terms of Section 10.1, but subject to the same exceptions and restrictions of Section 10.2 applicable to transfers of member interests, any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, the direct or indirect admission of any new equity or other beneficial interest holder in such entity, or the issuance or assignment to any person or entity, who is not now an equity or other beneficial interest holder, or an Affiliate of such an equity interest holder, in such entity, of any kind of interest whatsoever in such entity. If a transfer is permitted under this subsection, such assignee shall pay all expenses incurred by the Company in connection with the transfer. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability company. (b) Further without limiting the terms of Section 10.1, but subject to the same exceptions and restrictions of Section 10.2 applicable to transfers of member interests, any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, the issuance, sale, assignment, gift, pledge, hypothecation or encumbrance of any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or any instruments convertible into any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or the transfer of any right to vote any equity or other beneficial interest in such entity or any such assignee. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability company.

Other Assignments Void. (a) Without limiting the terms of Section 10.1, but subject to Section 10.2, any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, the direct or indirect admission of any new equity or other beneficial interest holder in such entity, or the issuance or assignment to any person or entity, who is not now an equity or other beneficial interest holder, or an Affiliate of such an equity interest holder, in such entity, of any kind of interest whatsoever in such entity. If a transfer is permitted under this subsection, such assignee shall pay all expenses incurred by the Company in connection with the transfer. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability company. (b) Further without limiting the terms of Section 10.1, but subject to Section 10.2, any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, the issuance, sale, assignment, gift, pledge, hypothecation or encumbrance of any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or any instruments convertible into any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or the transfer of any right to vote any equity or other beneficial interest in such entity or any such assignee. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability company.

Other Assignments Void. (a) Without limiting the terms of Section 10.1, but subject to Section 10.2, any Member, Member other than CNL, CNL that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, the direct or indirect admission of any new equity or other beneficial interest holder in such entity, or the issuance or assignment to any person or entityPerson, who is not now an equity or other beneficial interest holder, or an Affiliate of such an equity interest holder, in such entity, of any kind of interest whatsoever in such entity. If a transfer is permitted under this subsection, the assignor or such assignee shall pay all expenses incurred by the Company in connection with the transfer. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability company. (b) Further without limiting the terms of Section 10.1, but subject to Section 10.2, any Member, Member other than CNL, CNL that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, respectively, the issuance, sale, assignment, gift, pledge, hypothecation or encumbrance of any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or any instruments convertible into any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or the transfer of any right to vote any equity or other beneficial interest in such entity or any such assignee. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability company.

Other Assignments Void. (a) Without limiting the terms of Section 10.1, but subject to Section 10.2, any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, the direct or indirect admission of any new equity or other beneficial interest holder in such entity, or the issuance or assignment to any person or entity, who is not now an equity or other beneficial interest holder, or an Affiliate of such an equity interest holder, in such entity, of any kind of interest whatsoever in such entity. If a transfer is permitted under this subsection, such the assignee shall pay all expenses incurred by the Company in connection with the transfer. The foregoing Notwithstanding the foregoing, CNL’s consent shall notnot be required for any such admission, in any form issuance or fashionassignment if (a) such other Member is Xxxxxx (or an Affiliate thereof), restrict transfers of ownership interests in Crescent Holdings(b) after giving effect to the admission, LLCissuance or assignment, the Xxxxxx Principal will continue to own, either directly or indirectly, a Delaware limited liability companyControlling interest in Xxxxxx, and (c) at the time of such admission, issuance or assignment, at least one of the Xxxxxx Key Employees remains employed by Xxxxxx (or an Affiliate thereof) in a substantially similar position as such Xxxxxx Key Employee is employed as of the Effective Date. (b) Further without limiting the terms of Section 10.1, but subject to Section 10.2, any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, the issuance, sale, assignment, gift, pledge, hypothecation or other encumbrance of any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or any instruments convertible into any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or the transfer of any right to vote any equity or other beneficial interest in such entity or any such assignee. The foregoing Notwithstanding the foregoing, CNL’s consent shall notnot be required for any such issuance, in any form sale, assignment or fashiongift if (a) such other Member is Xxxxxx (or an Affiliate thereof), restrict transfers of ownership interests in Crescent Holdings(b) after giving effect to the admission, LLCsale, assignment or gift, the Xxxxxx Principal will continue to own, either directly or indirectly, a Delaware limited liability companyControlling interest in Xxxxxx, and (c) at the time of such issuance, sale, assignment, gift, pledge, hypothecation or other encumbrance, at least one of the Xxxxxx Key Employees remains employed by Xxxxxx (or an Affiliate thereof) in a substantially similar position as such Xxxxxx Key Employee is employed as of the Effective Date.

Other Assignments Void. A. Except as otherwise provided in this Article 10, no other sale, assignment, gift, pledge, hypothecation, encumbrance or other transfer (aincluding any transfer by dissolution, merger or distribution of assets) Without limiting by a Member of its interest in the terms Company, or in any part thereof, or in all or any part of the assets of the Company shall be permitted. Any purported assignment or transfer of an interest in the Company not otherwise permitted by this Article 10 shall be null and void and of no effect whatsoever. B. Except as otherwise permitted in Section 10.110.1 hereof, any Member, other than CNL, that Member which is an incorporated or unincorporated business entity or limited liability company and any permitted assignee of all any Partial Interest or any portion of the Entire Interest of such business entity, Member shall not permit, without the prior CNL Consentwritten consent of Investor, which consent may shall not be withheld in the sole and uncontrolled discretion of CNLunreasonably withheld, the direct or indirect admission of any new equity or other beneficial interest holder in to such entity, entity or the issuance or assignment to any person or entity, who is not now an equity or other beneficial interest holder, holder or an Affiliate of such an equity interest holder, holder in such entity, of any kind of interest whatsoever in such entity. If a transfer is permitted under Notwithstanding anything in this subsectionAgreement to the contrary, such assignee shall pay all expenses incurred by the Company in connection with the transfer. The foregoing shall not, in any form or fashion, restrict transfers of ownership membership interests in Crescent HoldingsHxxxxxxx may be transferred to or among employees of Hxxxxxxx at any time without the prior written consent of Investor, LLC, a Delaware limited liability companyprovided that (i) Jxxxxxxx Xxxxxxxx directly owns at least twenty-five percent (25%) of the equity of Hxxxxxxx and (ii) Jxxxxxxx Xxxxxxxx is the controlling “Manager” of Hxxxxxxx. (b) Further without limiting C. Notwithstanding any provision in this Section 10.5 to the terms of Section 10.1contrary, any Member, other than CNL, that Member which is an incorporated or an unincorporated business entity and any permitted assignee may admit additional equity participants to such entity, provided that (x), subject to the last sentence of all or any portion of Section 10.5(b) above, at no time will the Entire Interest equity holders of such business entityentity at the time such entity becomes a Member under this Agreement own, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNLaggregate, less than the issuance, sale, assignment, gift, pledge, hypothecation or encumbrance of any interest requisite voting equity interests in such entity pursuant to the Fxxxxxx Mac Loan documents, and (y) in the case of Hxxxxxxx and JHVG, at no time will management and control of such entity, directly or indirectly, be vested in any equity party or parties other beneficial interest holder than in such entity or any such assignee or any instruments convertible into any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or the transfer of any right to vote any equity or other beneficial interest in such entity or any such assignee. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability companyJxxxxxxx Xxxxxxxx.

Other Assignments Void. (a) Without limiting the terms of Section 10.1, any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, the direct or indirect admission of any new equity or other beneficial interest holder in such entity, or the issuance or assignment to any person or entity, who is not now an equity or other beneficial interest holder, or an Affiliate of such an equity interest holder, in such entity, of any kind of interest whatsoever in such entity. If a transfer is permitted under this subsection, such assignee shall pay all expenses incurred by the Company in connection with the transfer. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability companyLMI Parent Company. (b) Further without limiting the terms of Section 10.1, any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, the issuance, sale, assignment, gift, pledge, hypothecation or encumbrance of any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or any instruments convertible into any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or the transfer of any right to vote any equity or other beneficial interest in such entity or any such assignee. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability companyLMI Parent Company.

Other Assignments Void. (a) Without limiting the terms of Section 10.1, but subject to Section 10.2, any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without the prior CNL Consentconsent of CNL, which consent may be withheld in the sole and uncontrolled discretion of CNL, the direct or indirect admission of any new equity or other beneficial interest holder in such entity, or the issuance or assignment to any person or entity, who is not now an equity or other beneficial interest holder, or an Affiliate of such an equity interest holder, in such entity, of any kind of interest whatsoever in such entity. If a transfer is permitted under this subsection, such assignee shall pay all expenses incurred by the Company in connection with the transfer. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability company. (b) Further without limiting the terms of Section 10.1, but subject to Section 10.2, any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without the prior CNL Consentconsent of CNL, which consent may be withheld in the sole and uncontrolled discretion of CNL, the issuance, sale, assignment, gift, pledge, hypothecation or encumbrance of any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or any instruments convertible into any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or the transfer of any right to vote any equity or other beneficial interest in such entity or any such assignee. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability company.

Other Assignments Void. (a) Without limiting the terms of Section 10.1, but subject to Section 10.2, any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, the direct or indirect admission of any new equity or other beneficial interest holder in such entity, or the issuance or assignment to any person or entityPerson, who is not now an equity or other beneficial interest holder, or an Affiliate of such an equity interest holder, in such entity, of any kind of interest whatsoever in such entity. If a transfer is permitted under this subsection, such assignee shall pay all expenses incurred by the Company in connection with the transfer. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability company. (b) Further without limiting the terms of Section 10.1, but subject to Section 10.2, any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, the issuance, sale, assignment, gift, pledge, hypothecation or encumbrance of any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or any instruments convertible into any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or the transfer of any right to vote any equity or other beneficial interest in such entity or any such assignee. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability company.

Other Assignments Void. (a) Without limiting Except as otherwise provided in this Article 11, no other sale, assignment, gift, pledge, hypothecation, encumbrance or other transfer (including any transfer by dissolution, merger or distribution of assets) by a Member of its interest in the terms Company, or in any part thereof, or in all or any part of the assets of the Company shall be permitted. Any purported assignment or transfer of an interest in the Company not otherwise permitted by this Article 11 shall be null and void and of no effect whatsoever. (b) Except as otherwise permitted in Section 10.111.1 hereof, any Member, other than CNL, that Member which is an incorporated or unincorporated business entity or limited liability company and any permitted assignee of all any Partial Interest or any portion of the Entire Interest of such business entity, Member shall not permit, without the prior CNL Consentwritten consent of BR Member, which consent may shall not be withheld in the sole and uncontrolled discretion of CNLunreasonably withheld, the direct or indirect admission of any new equity or other beneficial interest holder in to such entity, entity or the issuance or assignment to any person or entity, who is not now an equity or other beneficial interest holder, holder or an Affiliate of such an equity interest holder, holder in such entity, of any kind of interest whatsoever in such entity. If a transfer is permitted under Notwithstanding anything in this subsectionAgreement to the contrary, such assignee shall pay all expenses incurred by the Company in connection with the transfer. The foregoing shall not, in any form or fashion, restrict transfers of ownership membership interests in Crescent HoldingsHxxxxxxx Member may be transferred to or among employees of Hxxxxxxx Member at any time without the prior written consent of BR Member, LLC, a Delaware limited liability companyprovided that (i) Jxxxxxxx Xxxxxxxx directly owns at least twenty-five percent (25%) of the equity of Hxxxxxxx Member and (ii) Jxxxxxxx Xxxxxxxx is the “Manager” of Hxxxxxxx Member. (bc) Further without limiting Notwithstanding any provision in this Section 11.5 to the terms of Section 10.1contrary, any Member, other than CNL, that Member which is an incorporated or an unincorporated business entity and any permitted assignee or limited liability company may admit additional equity participants to such entity, provided that (x), subject to the last sentence of all or any portion of Section 11.5(b) above, at no time will the Entire Interest equity holders of such business entityentity at the time such entity becomes a Member under this Agreement own, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNLaggregate, less than the issuance, sale, assignment, gift, pledge, hypothecation or encumbrance of any interest requisite voting equity interests in such entity pursuant to the MONY Loan documents (or of any successor or other secured or refinancing lender), and (y) in the case of Hxxxxxxx Member, at no time will management and control of such entity, directly or indirectly, be vested in any equity party or parties other beneficial interest holder than in such entity or any such assignee or any instruments convertible into any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or the transfer of any right to vote any equity or other beneficial interest in such entity or any such assignee. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability companyJxxxxxxx Xxxxxxxx.

Other Assignments Void. (a) Without limiting the terms of Section 10.1, 10.1 any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, the direct or indirect admission of any new equity or other beneficial interest holder in such entity, or the issuance or assignment to any person or entity, who is not now an equity or other beneficial interest holder, or an Affiliate of such an equity interest holder, in such entity, of any kind of interest whatsoever in such entity. If a transfer is permitted under this subsection, such assignee shall pay all expenses incurred by the Company in connection with the transfer. The foregoing shall not, in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability company. (b) Further without limiting the terms of Section 10.1, 10.1 any Member, other than CNL, that is an incorporated or unincorporated business entity and any permitted assignee of all or any portion of the Entire Interest of such business entity, shall not permit, without prior CNL Consent, which consent may be withheld in the sole and uncontrolled discretion of CNL, the issuance, sale, assignment, gift, pledge, hypothecation or encumbrance of any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or any instruments convertible into any interest in such entity or in any equity or other beneficial interest holder in such entity or any such assignee or the transfer of any right to vote any equity or other beneficial interest in such entity or any such assignee. The foregoing shall not, not in any form or fashion, restrict transfers of ownership interests in Crescent Holdings, LLC, a Delaware limited liability company.