Rights and Obligations of Assignee. Unless and until an assignee becomes a substituted Member pursuant to Section 10.5, the assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable law, other than the rights granted specifically to assignees pursuant to this Agreement or pursuant to the Act; provided that without relieving the assigning Holder from any such limitations or obligations, as more fully described in Section 10.4(e) hereof, such assignee shall be bound by any limitations and obligations of a Holder contained herein by which a Member or other Holder would be bound on account of the assignee’s interest in the Company (including the obligation to make required Capital Contributions with respect to any transferred Units).
Rights and Obligations of Assignee. Upon the assignment by a Lender in accordance with this Article XI, the assignee receiving such assignment shall have all of the rights and obligations of a Lender with respect to the Transaction Documents; including, without limitation, the confidentiality obligations set forth in Section 13.07 hereof and the requirement to provide the tax forms contemplated in Section 12.01(d).
Rights and Obligations of Assignee. The purchaser or other transferee of a Member's interest in the Company shall have only the right to receive the distributions and allocations of profits or losses to which the Member would have been entitled, and the obligation to contribute to the Operating Account under this Agreement with respect to the transferred interest and shall not have or enjoy any right to participate in the management of the Company or to receive any financial information or reports relating to the Company or any other rights of a Member unless and until the purchaser or transferee is admitted as a Member pursuant to Section 5.2.
Rights and Obligations of Assignee. In addition to the foregoing registration rights granted to Winstar and Winstar Sub hereunder (i) one demand registration right as contemplated by Section 8.1 shall be granted to each of (a) the holders of the Assigned Shares as a group and (b) the holders of the largest portion of the Assigned Shares, if any, and (ii) the holders of the Assigned Shares shall be entitled to the same "piggy back" registration rights under Section 8.2 with respect to such Assigned Shares as Winstar Sub has with respect to the Shares purchased by it, including a "piggy back" right with respect to one of the registrations that Winstar or Winstar Sub may demand pursuant to Section 8.1. The provisions of Section 8 shall apply to such assignee in all respects and the Shares purchased by such assignee shall be deemed to be Registrable Securities for all purposes of Section 8. In addition, any assignee of Winstar Sub shall be required to make all representations and warranties as provided in Section 5 and shall be obligated to perform all of the covenants required to be preformed as provided in Section 6.
Rights and Obligations of Assignee. Release of Assignor. -------------------------------------------------------- From and after the Settlement Date, the Assignee shall be entitled to all rights, powers and privileges of, and shall perform all of the duties and obligations of, the Assignor under the Financing Agreement and all related documents, to the extent of the Assigned Share, including without limitation (i) the right to receive all payments in respect of the Assigned Share which are unpaid on the Settlement Date or become payable from and after the Settlement Date, whether on account of principal, interest, fees, indemnities, increased costs, additional amounts or otherwise, (ii) the right to vote and to instruct the Agent under the Financing Agreement to the extent of the Assigned Share, (iii) the right to set off and to appropriate and apply deposits of the Company (and any other obligor) as set forth in the Financing Agreement or any related document, (iv) the right to receive notices, requests, demands and other communications from the Agent, the Company and/or any other party required to give notices, requests, demands or other communications, and (v) the obligation to fund all payments required to be made by a Lender holding the Assigned Share. From and after the Settlement Date, the Assignor shall be released from all duties and obligations under the Financing Agreement and all related documents to the extent of the Assigned Share.
Rights and Obligations of Assignee. A transferee of Units that is not admitted as a Member pursuant to Section 12.67 (such non-admitted transferee, an "Assignee") shall be entitled only to allocations of Profit and Loss (and items of income, gain, expense, deduction and loss that are not included in the computation of Profit and Loss) and Distributions under this Agreement with respect to such transferee's Units. An Assignee has no right to (i) vote or otherwise participate in Company matters (including having no right to vote on the matters specified in this Agreement to be subject to the approval or consent of the Members); (ii) take part in the management of the Company's affairs or transact any business on behalf of the Company; (iii) receive any notices to be provided to Members under this Agreement or the Act; (iv) receive any information or accounting from the Company; (v) inspect the books or records of the Company; and (vi) any other rights of a member under the Act or this Agreement other than those described in the first sentence of this Section 12.7.5. Any Units or other limited liability company interest that an Assignee may acquire will be treated in the same manner under this Section 12.7.5 as, and will otherwise be made part of, that Assignee's Economic Interest.
