Rights and Obligations of Transferees and Transferors Sample Clauses

Rights and Obligations of Transferees and Transferors. Subject to Section 9.10(c), the Transferee of any Transfer of Units permitted pursuant to this Agreement shall be a Transferee only, and only shall receive, to the extent Transferred, the Economic Interest associated with the Units so Transferred, and such Transferee shall not be entitled or enabled to exercise any other rights or powers of a Member, such other rights, and all obligations relating to, or in connection with, such Units remaining with the Transferring Member. The Transferring Member shall remain a Member even if it has Transferred all of its Units to one or more Transferees until such time as all such Transferees are admitted to the Company as Substitute Members pursuant to Section 9.10(c), as applicable. Subject to Section 9.10(c), in the event any Transferee desires to make a further Transfer of all or any portion of its Units, such Transferee shall be subject to all of the provisions of this Agreement to the same extent and in the same manner as the Member who initially held such Units.
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Rights and Obligations of Transferees and Transferors. 9.5.1 A Transfer by a Member shall not itself dissolve the Company or entitle the Transferee to become a Member or exercise any rights of a Member. 9.5.2 Until admitted to the Company as a Substitute Member pursuant to § 9.4.2, the Transferee of any Transfer permitted pursuant to this Article 9 shall be a Transferee only, and only shall receive, to the extent Transferred, the Economic Interest associated with the Units and Membership Interest so Transferred, and such Transferee shall not be entitled or enabled to exercise any other rights or powers of a Member, such other rights, and all obligations relating to, or in connection with, such Membership Interest (including the obligation to make Capital Contributions) remaining with the Transferring Member. The Transferor shall remain a Member even if it has Transferred its entire Membership Interest in the Company to a Transferee until such time as such Transferee is admitted to the Company as a Substitute Member. 9.5.3 Notwithstanding the admission of a Transferee as a Member, the Transferor shall not be released from any obligations to the Company existing as of the date of the Transfer, but such admission shall cause a Transferor that is a Member (a) to cease to be a Member with respect to the Membership Interest Transferred when the Transferee becomes a Member and (b) to be released from any obligations existing after the date of such Transfer solely with respect to the Transferred Units. In any such case, the admission of the Transferee as a Member shall constitute the requisite consent of the Members to continue the business of the Company notwithstanding that such admission will cause the termination of the membership of the Transferor with respect to the Transferred Units.
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Rights and Obligations of Transferees and Transferors. Subject to Section 10.9(c), the Transferee of any permitted Transfer pursuant to this Section 10.9 shall be a Transferee only, and only shall receive, to the extent Transferred, the Economic Interest associated with the Membership Interest so Transferred, and such Transferee shall not be entitled or enabled to exercise any other rights or powers of a Member, such other rights, and all obligations relating to, or in connection with, such Membership Interest (including, without limitation, the obligation to make Capital Contributions) remaining with the Transferring Member. The Transferring Member shall remain a Member even if it has Transferred its entire Membership Interest in the Company to one or more Transferees until such time as all such Transferees are admitted to the Company as Substitute Members pursuant to Section 10.9(c), as applicable. In the event any Transferee desires to make a further Transfer of all or any portion of its Membership Interest, such Transferee shall be subject to all of the provisions of this Agreement to the same extent and in the same manner as the Member who initially held such Membership Interest. With respect to any Transfer by a Member, for purposes of computing (i) such Transferee’s Vested Percentage Interest and, (ii) in the case of a Transfer by a Capital Member, subject to the admission of the Transferee as a Substitute Member pursuant to Section 10.9(c), such Capital Member’s Capital Percentage Interest; (x) the Transferee shall be deemed to have made a pro rata share of the transferor’s Capital Contributions hereunder based on the portion of the transferor’s Membership Interest so Transferred, (y) the aggregate Capital Contributions deemed to have been made by the transferor shall be correspondingly reduced, and (z) such Transferee shall succeed to the portion of the transferor’s corresponding Vested Percentage Interest and, to the extent applicable, Capital Percentage Interest, as so Transferred, and the Vested Percentage Interest and, to the extent applicable, Capital Percentage Interest, of the transferor shall be correspondingly reduced.
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Rights and Obligations of Transferees and Transferors. (a) Any Transferee of Membership Units (including any Affiliate of any Member) shall be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing a counterpart to this Agreement and delivering such documents as may be necessary, in the reasonable opinion of the Board, to make such Person a party hereto, whereupon such Transferee will be treated as a Member for all purposes of this Agreement. A Transferee of Membership Units that complies with the provisions of this Section 7.04 shall be admitted by the Company as a Member hereunder so long as such Transfer was effected in compliance with the terms of this Agreement, including this Article VII. (b) Notwithstanding anything to the contrary in this Agreement: (i) in the event of any Permitted Transfer, the Transferee shall acquire all of the rights and become responsible for all of the covenants and agreements of the applicable Transferor hereunder, including those set forth in Article XII; (ii) in the event that Albany Transfers any of its Membership Interests, Albany shall continue to be bound by its covenants and agreements set forth in Article XII; provided, that the foregoing sentence shall not apply to any Transfer by Albany (A) resulting from the exercise of the Safran Call Right or (B) pursuant to Section 7.03(b) (it being understood that, in the case of any Transfer by Albany pursuant to Section 7.03(b), the applicable Transferee shall assume and become responsible for all covenants and agreements of Albany set forth in Article XII); and (iii) in the event that Safran Transfers any of its Membership Interests, Xxxxxx X.X. shall continue to be bound by its covenants and agreements set forth in Article XII; provided, that the foregoing sentence shall not apply to any Transfer by Safran (A) resulting from the exercise of the Safran Put Right or (B) pursuant to Section 7.03(b) (it being understood that, in the case of any Transfer by Safran pursuant to Section 7.03(b), the applicable Transferee shall assume and become responsible for all covenants and agreements of Safran set forth in Article XII). (c) Safran may propose to increase its Percentage Interest through the purchase of Albany’s Membership Units or, subject to Section 3.02(b), by making Additional Capital Contributions, in each case at a price jointly agreed by the Members; provided, that Albany shall have the right to refuse any such offer in its sole discretion. In the event that Safran inc...
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Rights and Obligations of Transferees and Transferors. (a) No Transferee (other than a Qualified Affiliate of a Stockholder) shall acquire any of the rights set forth in Sections 2.01(a), 2.02, 2.03, 2.04, 2.05 or Article III hereof by reason of the Transfer unless such Transferee purchases all (but not less than all) of the shares of Preferred Stock (and for the purposes of Sections 2.01(a), 2.02, 2.03, 2.04 and 2.05, all of the transferable membership units in Xxxxxxx Holdings, in accordance Section 7.05 of the Holdings Agreement) held by such Transferor as of the date of such Transfer, in which case all such rights (and any other rights of the Transferor) may be acquired by such Transferee. In the event that the Transferee (whether or not it is an existing Stockholder as of the date hereof) acquires such rights, it will be treated for all purposes under this Agreement as if it were the Transferor from whom such Transferee acquired such rights. For the avoidance of doubt, any Transferee that acquires all (but not less than all) of the Securities held by Acon, MI or West Coast, including such Transferor’s membership interest in Xxxxxxx Holdings, such Transferee shall be entitled to appoint the Acon Directors, West Coast Director or MI Director, as the case may be. (b) Any Transfer of Securities hereunder shall not release the party transferring such Securities from any liability or obligation it may have hereunder with respect to liabilities and obligations incurred prior to the date of such Transfer or with respect to Securities that it continues to own after the date of such Transfer.
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Rights and Obligations of Transferees and Transferors. Subject to Section 10.9(c), the Transferee of any permitted Transfer pursuant to this Section 10.9 shall be a Transferee only, and only shall receive, to the extent Transferred, the Economic Interest associated with the Membership Interest so Transferred, and such Transferee shall not be entitled or enabled to exercise any other rights or powers of a Member, such other rights, and all obligations relating to, or in connection with, such Membership Interest (including, without limitation, the obligation to make Capital Contributions) remaining with the Transferring Member. The Transferring Member shall remain a Member even if it has Transferred its entire Membership Interest in the Company to one or more Transferees until such time as all such Transferees are admitted to the Company as Substitute Members pursuant to Section 10.9(c), as applicable. In the event any Transferee desires to make a further Transfer of all or any portion of its Membership Interest, such Transferee shall be subject to all of the provisions of this Agreement to the same extent and in the same manner as the Member who initially held such Membership Interest.
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Related to Rights and Obligations of Transferees and Transferors

  • Rights and Obligations of Limited Partners Section 8.1 Limitation of Liability 27 Section 8.2 Management of Business 27 Section 8.3 Outside Activities 27 Section 8.4 Return of Capital 27 Section 8.5 Rights of Limited Partners Relating to the Partnership 27

  • Rights and Obligations of Party B 8.1 Party B is entitled to use the Leased Units in accordance with the Contract. Party B may set a notable mark on the exit of elevators of the floor of leasing pursuant to the xxxevant management regulations of the Corporate Squares. The detailed conditions shall be discussed by both Parties. 8.2 Party B shall carry out the business activities in the Leased Units in compliance with laws, regulations and rules of the People's Republic of China and is prohibited to harm Party A's reputation through its activities. 8.3 Party B shall duly make the payments with respect to the rent, property management fee, electricity usage fee and any other charges it shall be responsible for. 8.4 Starting from the Commencement Date, Party B shall purchase insurance for the properties in the Leased Units, including property insurance and third party liability insurance. Otherwise, Party B and not Party A shall be solely responsible for all liabilities and losses. 8.5 Party B shall not alter the purpose of use of the Leased Units without consent in writing from Party A. 8.6 Party B shall not re-lend, sublease, and exchange the Leased Units, in whole or part, to third parties or allow third parties to use the Leased Units by other means, without consent in writing from Party A. 8.7 Party B shall not alter the locking and security system on the gate of the Leased Units without consent in writing from Party A or approval from related departments. 8.8 Party B shall not alter or move the equipment for usage of water and electricity and shall not enlarge the capacities of central air conditioning, without consent in writing from Party A. 8.9 Party B shall take necessary actions to prevent the Leased Units from fires accident or man-made damage. Party B shall immediately notify to Party A with respect to any damage of the Leased Units. Party B shall restore the damaged parts of the Leased Units to their former condition within one month upon receipt of Party A's notice, provided that the damages resulted from negligence by Party B and its employees. If Party B fails to do so timely, Party A has the right to repair the damaged parts. All the expenses thus incurred shall be borne by Party B. 8.10 Party B is entitled to require Party A repairing the Leased Units, and the public facilities and equipment, and repair such based on the original standards by itself if Party A fails to perform the obligation of repairing timely and affects the normal use of such. All the expenses thus incurred shall be borne by Party A. The equipment newly added or improved by Party B shall be repaired by Party B.

  • Rights and Obligations of Party A 0. Xxxxx A has the right to require Party B to keep in confidence relevant financial information and trade secrets relating to production and operation of Party A unless otherwise provided by laws and regulations. 2. Party A shall provide relevant financial information and information relating to production and operation as required by Party B and shall be responsible for the authenticity, integrity and validity of such information. 3. Party A undertakes that all settlements and deposits relating to the Loan shall be conducted through its accounts opened with Party B or Party B’s relevant branch. 4. Party A shall assist in and accept Party B’s inspection and supervision of its production, operation, financial activities and utilization of the Loan. 5. Party A shall utilize the Loan for the purpose as provided for hereunder. 6. Party A shall punctually repay the principal and interest in accordance with this Contract. 7. Party A or its investors shall not transfer any funds or assets in order to evade the indebtedness owed to Party B. 8. Party A shall give Party B a prior written notice for Party B’s consent if Party A intends to provide security for any third party during the term of this Contract and such security may affect Party A’s ability to make repayment under this Contract. 9. Party A shall promptly arrange for new security(ies) satisfactory to Party B where the Guarantor in respect of this Contract ceases or suspends production; its corporate registration is canceled, or business license revoked; it is bankrupt or dissolved; it is operating at a loss; or any other negative change has occurred, and such aforementioned incidents result in loss or partial loss of the Guarantor’s ability to secure the Loan, or where the mortgaged or pledged property(ies) for securing the Loan depreciate(s) or is (are) damaged or destroyed. 10. Party A shall promptly inform Party B of any relevant changes during the term of this Contract, including without limitation its business name, legal representative (or chief officer), registered office, business purpose or registered capital. 11. Where Party A intends to carry out activity(ies) during the term of this Contract which may have an impact on the realization of Party B’s rights hereunder, Party A shall give Party B a [30] banking days prior written notice for its consent to such intended activity(ies) and shall further take sufficient measures to safeguard the repayment of the indebtedness under this Contract and arrange for security in accordance with Party B’s instructions. The aforementioned activities shall include without limitation contracting, leasing, transformation to a stock company, forming an economic association with another enterprise, consolidation, merger, division, setting up a joint venture, application for suspension of production or for winding up or for bankruptcy. 12. Party A shall promptly inform Party B in writing, take sufficient measures to safeguard the repayment of the indebtedness under this Contract and arrange for security(ies) in accordance with Party B’s instructions if there has occurred to Party A incident(s) during the term of this Contract that may have substantially negative effects on Party B’s performance of its obligations hereunder. The aforementioned incidents shall include without limitation the following: Party A ceases or suspends production; its corporate registration is canceled, or business license revoked; its legal representative or high-ranking officers are involved in illegal activities; it is involved in litigation with a major impact; great difficulties arise in respect to its production or operation; or its financial standing deteriorates. 13. Party A shall bear all fees and expenses in connection with this Contract and the security(ies) for this Contract including without limitation fees and expenses in respect to legal services, insurance, evaluation, registration, storage, authentication and notarization.

  • Rights and Obligations of Members Section 6.1

  • Rights and Obligations of the Limited Partners 8.1 Management of the Partnership. The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

  • Rights and Obligations of Both Parties 7.1 Party A shall have the following rights and obligations: § to draw down and use the Loan according to this Contract; § if Party A repays the Loan before maturity date, it shall obtain prior written consent from Party B and shall compensate Party B against the losses for expected income and relevant expenses; § to bear all expenses incurred under this Contract; § it shall notify Party B at least 30 days in advance of any activities that would have a negative impact upon Party B’s ability to realize its rights such as joint operation, merger, restructuring, sale of material asset, etc. and obtain Party B’s written consent, otherwise, Party A is not allowed to carry out the afore mentioned activity before repayment of the Loan; § to notify Party B of any changes like location, contact address, business scope, legal representative and other commercial register items within 7 days after these changes; § it shall notify Party B immediately the occurrence of any event that will affect its normal operation or solvency under this contract, such as (but not restrain to) severe economic dispute, bankruptcy, financial deterioration etc; § In case of it winding up, dissolution, suspension of operation, revoke of business license, Party A should notify Party B of such events within 5 days after their occurrence and undertake to repay the principal and interest immediately. § Others as agreed. 7.2 Party B shall have the following rights and obligations: § to require Party A to provide all materials related to the Loan; § to deduct the principal, interest, compound interest, penalty interest and other due expenses relating to the Loan under this Contract directly from Party B’s account in accordance with the provisions of this Contract or relevant law; § in case of Party A’s evasion of Party B’s monitoring, default in payment for due principal or interest and other severe breach of the Contract, Party B is entitled to impose credit penalty against Party A, notify relevant departments or entities of such breach and put up payment demand notice on public media; § to provide loan to Party A in time according to the provisions of the Contract (except for the delays due to Party A’s reason); § to keep confidential of the information and materials provided by Party A..

  • Rights and Obligations of the Parties 5.2.1. The client is obliged to: 5.2.1.1. Check for an SMS at the moment of issuance of a card, by which means they will receive a pin code, or check the integrity of the envelope in which the pin code is given; 5.2.1.2. Regularly review and abide by card usage and security regulations developed by the Bank, and not allow disclosure of the card and/or pin-code to the third persons; 5.2.1.3. Reimburse those bank expenses which are related to additional service costs of VISA and Mastercard (if any); 5.2.1.4. Use the card to pay the Bank any commission fee related to card servicing (producing, renewal, including in the international stop-list, etc.) and processing card transactions consistent with the tariff established by the Bank and/or international payment systems; 5.2.1.5. Perform transactions on the card account only within the limits of the available balance. The Bank shall impose a penalty on an intentionally or erroneously overspent amount in excess of the available balance according to the tariff established by the Bank for each day of using the surcharge amount; 5.2.1.6. Promptly fill surcharged amount; 5.2.1.7. Promptly notify the Bank about loss of the card; 5.2.1.8. Shall process card payment transaction in the internet only through the web pages having secure payment certifications (web pages where MasterCard SecureCode or Verified by VISA logos are depicted, allowing for making payment with 3D security code). The bank shall bear no responsibility for the transactions of the client made at the web-pages having no secure payment certifications. 5.2.2. The client is authorized to: 5.2.2.1. At any time obtain information on transactions held at the card account and request statements reflecting such transactions. The client is authorized to become familiar with the transactions made at the card accounts in the internet banking and/or address JSC “Pasha Bank Georgia” telephone services center – contact center and/or any branch of the bank to obtain such information. Card transactions statements shall be issued in a form requested by the client in the timelines established by the bank, however no later than 2 (two) banking days after the request of the client has been made. The bank is entitled to establish the commission for issuing the transaction statement made for the card account. 5.2.2.2. Submit a justified claim on transactions performed on the card account consistent with clause 5.4 of the present agreement. 5.2.3. The client acknowledges that: 5.2.3.1. Cards produced by the Bank are equipped with contactless technology; 5.2.3.2. Throughout the territory of Georgia, contactless card transactions without a pin code are permitted to the amount of up to 100 (one hundred) GEL. The Bank does not bear responsibility and does not accept claims from clients for contactless transaction(s) performed with the card account of a client up to 100 GEL throughout Georgia (notwithstanding the number of such transactions performed with the card).

  • Other Rights and Obligations of the Authority (a) be deemed to have taken possession and control of the Project forthwith; (b) take possession and control of all materials, stores, implements, construction plants and equipment on or about the Site; (c) be entitled to restrain the Concessionaire and any person claiming through or under the Concessionaire from entering upon the Site or any part of the Project; (d) require the Concessionaire to comply with the Divestment Requirements set forth in Clause 34.1; and (e) succeed upon election by the Authority, without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Agreements as the Authority may in its discretion deem appropriate, and shall upon such election be liable to the Contractors only for compensation accruing and becoming due and payable to them under the terms of their respective Project Agreements from and after the date the Authority elects to succeed to the interests of the Concessionaire. For the avoidance of doubt, the Concessionaire acknowledges and agrees that all sums claimed by such Contractors as being due and owing for works and services performed or accruing on account of any act, omission or event prior to such date shall constitute debt between the Concessionaire and such Contractors, and the Authority shall not in any manner be liable for such sums. It is further agreed that in the event the Authority elects to cure any outstanding defaults under such Project Agreements, the amount expended by the Authority for this purpose shall be deducted from the Termination Payment.

  • Successors, Assigns and Transferees (a) Subject to Section 2.03, the rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, that, notwithstanding the foregoing, the rights and obligations of Investor Holdco set forth herein may be assigned, in whole or in part, by Investor Holdco, to any transferee of Registrable Securities held by Investor Holdco (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of Investor Holdco that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party. (b) If the Company is a party to any merger, amalgamation, consolidation, exchange or other similar transaction (a “Conversion Event”) pursuant to which Registrable Securities are converted into or exchanged for securities or the right to receive Equity Securities of any other Person (“Conversion Securities”), the issuer of such Conversion Securities (a “Conversion Security Issuer”) shall assume (in a writing delivered to the Company and the Investor Holders), with respect to such Conversion Securities, all rights and obligations of the Company hereunder (which assumption shall not relieve the Company of its obligations hereunder to the extent that any Registrable Securities issued by the Company continue to be outstanding and held by a Holder following a Conversion Event) and this Agreement shall apply with respect to such Conversion Securities, mutatis mutandis. The Company will not effect any Conversion Event unless the issuer of the Conversion Securities complies with this Section 4.08(b).

  • Absolute Rights and Obligations This is a guaranty of payment and not of collection. The Guarantor’s Obligations under this Company Guaranty Agreement shall be absolute and unconditional irrespective of, and the Company hereby expressly waives, to the extent permitted by law, any defense to its obligations under this Company Guaranty Agreement and all Security Instruments to which it is a party by reason of: (a) any lack of legality, validity or enforceability of the Credit Agreement, of any of the Notes, of any other Loan Document, or of any other agreement or instrument creating, providing security for, or otherwise relating to any of the Guarantor’s Obligations, any of the Guaranteed Liabilities, or any other guaranty of any of the Guaranteed Liabilities (the Loan Documents and all such other agreements and instruments being collectively referred to as the “Related Agreements”); (b) any action taken under any of the Related Agreements, any exercise of any right or power therein conferred, any failure or omission to enforce any right conferred thereby, or any waiver of any covenant or condition therein provided; (c) any acceleration of the maturity of any of the Guaranteed Liabilities of the Guarantor’s Obligations of any other Guarantor, or of any other obligations or liabilities of any Person under any of the Related Agreements; (d) any release, exchange, non-perfection, lapse in perfection, disposal, deterioration in value, or impairment of any security for any of the Guaranteed Liabilities, for any of the Guarantor’s Obligations of any Guarantor, or for any other obligations or liabilities of any Person under any of the Related Agreements; (e) any dissolution of any Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement, or the combination or consolidation of any Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement into or with another entity or any transfer or disposition of any assets of any Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement; (f) any extension (including without limitation extensions of time for payment), renewal, amendment, restructuring or restatement of, any acceptance of late or partial payments under, or any change in the amount of any borrowings or any credit facilities available under, the Credit Agreement, any of the Notes or any other Loan Document or any other Related Agreement, in whole or in part; (g) the existence, addition, modification, termination, reduction or impairment of value, or release of any other guaranty (or security therefor) of the Guaranteed Liabilities (including without limitation obligations arising under any other Guaranty or any other Loan Document now or hereafter in effect); (h) any waiver of, forbearance or indulgence under, or other consent to any change in or departure from any term or provision contained in the Credit Agreement, any other Loan Document or any other Related Agreement, including without limitation any term pertaining to the payment or performance of any of the Guaranteed Liabilities, any of the Guarantor’s Obligations of any other Guarantor, or any of the obligations or liabilities of any party to any other Related Agreement; or (i) any other circumstance whatsoever (with or without notice to or knowledge of the Company) which may or might in any manner or to any extent vary the risks of the Company, or might otherwise constitute a legal or equitable defense available to, or discharge of, a surety or a guarantor, including without limitation any right to require or claim that resort be had to any Borrower or any other Loan Party or to any collateral in respect of the Guaranteed Liabilities or Guarantor’s Obligations. It is the express purpose and intent of the parties hereto that this Company Guaranty Agreement and the Guarantor’s Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment and performance as herein provided.

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