Common use of Sale of Interest Clause in Contracts

Sale of Interest. A Member can sell his LLC interest only as follows: (a) If a Member desires to sell his/her interest, in whole or in part, he/she shall give written notice to the LLC of his desire to sell all or part of his/her interest and must first offer the interest to the LLC. The LLC shall have the option to buy the offered interest at the then existing Set Price as provided in this Agreement. The LLC shall have thirty (30) days from the receipt of the assigning Member's notice to give the assigning Member written notice of its intention to buy all, some, or none of the offered interest. The decision to buy shall be made by a majority of the other Members. Closing on the sale shall occur within sixty (60) days from the date that the LLC gives written notice of its intention to buy. The purchase price shall be paid in cash at closing unless the total purchase price is in excess of $ in which event the purchase price shall be paid in ( ) equal quarterly installments beginning with the date of closing. The installment amounts shall be computed by applying the following interest factor to the principal amount: interest compounded quarterly at the Quarterly Federal Short-Term Rate existing at closing under the Applicable Federal Rates used for purposes of Internal Revenue Code § 1 274(d), or any successor provision. (b) To the extent the LLC does not buy the offered interest of the selling Member, the other Members shall have the option to buy the offered interest at the Set Price on a pro rata basis based on the Members' percentage interests at that time. If Member does not desire to buy up to his/her proportional part, the other Members can buy the remaining interest on the same pro rata basis. Members shall have fifteen (15) days from the date the LLC gives its written notice to the selling Member to give the selling Member notice in writing of their intention to buy all, some, or none of the offered interest. Closing on the sales shall occur within sixty (60) days from the date that the Members give written notice of their intention to buy. The purchase price from each purchasing Member shall be paid in cash at closing. (c) To the extent the LLC or the Members do not buy the offered interest, the selling Member can then assign the interest to a non-member. The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (d) The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (e) A non-member purchaser of a member’s interest cannot exercise any rights of a Member unless a majority of the non-selling Members consent to him becoming a Member. The non-member purchaser will be entitled, however, to share in such profits and losses, to receive such distributions, and to receive such allocation of income, gain, loss, deduction, credit or similar items to which the selling member would be entitled, to the extent of the interest assigned, and will be subject to calls for contributions under the terms of this Agreement. The purchaser, by purchasing the selling member’s interest, agrees to be subject to all the terms of this Agreement as if he were a Member.

Sale of Interest. A Member can sell his LLC interest only as follows: (a) If a Member desires decides to sell any part of his/her interest, in whole or in part, he/she shall give written notice to the LLC of his desire to sell all or part of his/her interest and must first offer the that interest to the LLC. The LLC shall have the option to buy the offered seller’s interest at the then existing Set Price as provided stated in this the Agreement. The LLC shall then have thirty (30) an option for 30 days from upon receiving the receipt of the assigning a Member's notice to give the assigning Member written notice of its ’s intention to sell to either buy all, somebuy a portion, or buy none of the offered interest. The decision to buy shall be made by interest with a majority of the other Membersvote. Closing on the sale shall occur within sixty (60) 60 days from the date that the LLC gives written notice of its intention to buy. The purchase price shall be paid in cash at the closing unless the total purchase price is in excess of exceeds $ , in which event the purchase price shall be paid in ( ) equal quarterly installments beginning with at the date time of closing. The installment amounts shall be computed by applying the following interest factor to the principal principle amount: interest compounded quarterly at the Quarterly Federal Short-Term Short-­‐Term Rate existing at closing under the Applicable Federal Rates used for purposes of Internal Revenue Code § 1 274(d), or any successor provision. (b) To the extent If the LLC does decides not to buy the offered interest of the selling Member, the other Members shall have the option right to buy the offered interest at the Set Price a set price on a pro rata pro-­‐rata basis based on the Members' ’ percentage interests at that time. If a Member does decides not desire to buy up to his/her proportional part, the other Members can buy the remaining interest on the same pro rata basis. Members shall have fifteen days (15) days from the date the LLC gives its written notice to the selling Member to give the selling Member notice in writing of their intention to buy all, some, or none of the offered interest. Closing on the sales The closing shall occur within sixty days (60) days from the date that the Members give written notice of their intention to buy. The purchase price from each purchasing Member member shall be paid in cash at closing. (c) To the extent If the LLC or the Members do choose not to buy the offered interest, the selling Member can then has the right to assign the interest to a non-non-­‐ member. The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (d) The selling Member must come to a close on the assignment within ninety days (90) days of the date that he he/she gave notice to the LLC. If he the interest of the selling Member does not close by within that time, he he/she must again give start the notice and options to the LLC and the LLC Members before he sells the interestselling process over. (e) A non-member non-­‐member purchaser of a memberMember’s interest cannot exercise any rights of a Member unless a majority of the non-selling non-­‐selling Members consent to him becoming a Member. The non-member non-­‐member purchaser will be entitled, however, to share in such profits and losses, to receive such distributions, and to receive such allocation allocations of income, gainloss, lossprofit, deduction, credit or similar items to which the selling member would be entitled, to the extent of the interest assigned, and will be subject to calls for contributions under the terms of this Agreement. The purchaser, by purchasing the selling member’s interest, agrees purchaser shall agree to be subject to all the terms of this Agreement as if he were a MemberMember by purchasing the selling member’s interest.

Sale of Interest. A Member can sell his LLC interest only as follows: (a) If a Member desires decides to sell his/her interest, in whole or in part, any part of their interest he/she shall give written notice to the LLC of his desire to sell all or part of his/her interest and must first offer the their interest to the LLC. The LLC shall have the option to buy the offered seller’s interest at the then existing Set Price as provided stated in this the Agreement. The LLC shall then have thirty (30) to option for 30 days from upon receiving the receipt of the assigning Member's notice to give the assigning Member written notice of its intention to buy all, somea portion, or none of the offered interest. The decision to buy shall be made by interest with a majority of the other Membersvote. Closing on the sale shall occur within sixty 60 days (60) days from the date that the LLC gives written notice of its intention to buy. The purchase price shall be paid in cash at the closing unless the total purchase price is in excess of exceeds $ in which event the purchase price shall be paid in ( ) equal quarterly installments beginning with at the date time of closing. The installment amounts shall be computed by applying the following interest factor to the principal principle amount: interest compounded quarterly at the Quarterly Federal Short-Term Short-­‐Term Rate existing at closing under the Applicable Federal Rates used for purposes of Internal Revenue Code § 1 274(d), or any successor provision. (b) To the extent If the LLC does decides not to buy the offered interest of the selling Member, the other Members shall have the option right to buy the offered interest at the Set Price a set price on a pro rata pro-­‐rata basis based on the Members' ’ percentage interests at that time. If a Member does decides not desire to buy up to his/her proportional part, the other Members can buy the remaining interest on the same pro rata basis. Members shall have fifteen days (15) days from the date the LLC gives its written notice to the selling Member to give the selling Member notice in writing of their intention to buy all, some, or none of the offered interest. Closing on the sales The closing shall occur within sixty days (60) days from the date that the Members give written notice of their intention to buy. The purchase price from each purchasing Member member shall be paid in cash at closing. (c) To the extent If the LLC or the Members do choose not to buy the offered interest, the selling Member can then has the right to assign the interest to a non-non-­‐ member. The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (d) The selling Member must come to a close on the assignment within ninety days (90) days of the date that he he/she gave notice to the LLC. If he the interest of the selling Member does not close by within that time, he he/she must again give start the notice and options to the LLC and the LLC Members before he sells the interestselling process over. (e) A non-member non-­‐member purchaser of a member’s interest cannot exercise any rights of a Member member unless a majority of the non-selling non-­‐selling Members consent to him becoming a Membermember. The non-member non-­‐member purchaser will be entitled, however, to share in such profits and losses, to receive such distributions, and to receive such allocation allocations of income, gainloss, lossprofit, deduction, credit or similar items to which the selling member would be entitled, to the extent of the interest assigned, and will be subject to calls for contributions under the terms of this Agreement. The purchaser, by purchasing the selling member’s interest, agrees purchaser shall agree to be subject to all the terms of this Agreement as if he were a MemberMember by purchasing the selling member’s interest.

Sale of Interest. A Member can sell his LLC interest only as follows: (a) If a Member desires decides to sell his/her interest, in whole or in part, any part of their interest he/she shall give written notice to the LLC of his desire to sell all or part of his/her interest and must first offer the their interest to the LLC. The LLC shall have the option to buy the offered seller’s interest at the then existing Set Price as provided stated in this the Agreement. The LLC shall then have thirty (30) to option for 30 days from upon receiving the receipt of the assigning Member's notice to give the assigning Member written notice of its intention to buy all, somea portion, or none of the offered interest. The decision to buy shall be made by interest with a majority of the other Membersvote. Closing on the sale shall occur within sixty 60 days (60) days from the date that the LLC gives written notice of its intention to buy. The purchase price shall be paid in cash at the closing unless the total purchase price is in excess of $ exceeds $__________________ in which event the purchase price shall be paid in ( ____________ (________) equal quarterly installments beginning with at the date time of closing. The installment amounts shall be computed by applying the following interest factor to the principal principle amount: interest compounded quarterly at the Quarterly Federal Short-Term Rate existing at closing under the Applicable Federal Rates used for purposes of Internal Revenue Code § 1 274(d), or any successor provision. (b) To the extent If the LLC does decides not to buy the offered interest of the selling Member, the other Members shall have the option right to buy the offered interest at the Set Price a set price on a pro pro-rata basis based on the Members' ’ percentage interests at that time. If a Member does decides not desire to buy up to his/her proportional part, the other Members can buy the remaining interest on the same pro rata basis. Members shall have fifteen days (15) days from the date the LLC gives its written notice to the selling Member to give the selling Member notice in writing of their intention to buy all, some, or none of the offered interest. Closing on the sales The closing shall occur within sixty days (60) days from the date that the Members give written notice of their intention to buy. The purchase price from each purchasing Member member shall be paid in cash at closing. (c) To the extent If the LLC or the Members do choose not to buy the offered interest, the selling Member can then has the right to assign the interest to a non-member. The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (d) The selling Member must come to a close on the assignment within ninety days (90) days of the date that he he/she gave notice to the LLC. If he the interest of the selling Member does not close by within that time, he he/she must again give start the notice and options to the LLC and the LLC Members before he sells the interestselling process over. (e) A non-member purchaser of a member’s interest cannot exercise any rights of a Member member unless a majority of the non-selling Members consent to him becoming a Membermember. The non-member purchaser will be entitled, however, to share in such profits and losses, to receive such distributions, and to receive such allocation allocations of income, gainloss, lossprofit, deduction, credit or similar items to which the selling member would be entitled, to the extent of the interest assigned, and will be subject to calls for contributions under the terms of this Agreement. The purchaser, by purchasing the selling member’s interest, agrees purchaser shall agree to be subject to all the terms of this Agreement as if he were a MemberMember by purchasing the selling member’s interest.

Sale of Interest. A Member can sell his LLC interest only as follows: (a) If a Member desires to sell his/her interest, in whole or in part, he/she shall give written notice to the LLC of his desire to sell all or part of his/her interest and must first offer the interest to the LLC. The LLC shall have the option to buy the offered interest at the then existing Set Price as provided in this Agreement. The LLC shall have thirty (30) days from the receipt of the assigning Member's notice to give the assigning Member written notice of its intention to buy all, some, or none of the offered interest. The decision to buy shall be made by a majority of the other Members. Closing on the sale shall occur within sixty (60) days from the date that the LLC gives written notice of its intention to buy. The purchase price shall be paid in cash at closing unless the total purchase price is in excess of $ in which event the purchase price shall be paid in ( twelve (12) equal quarterly installments beginning with the date of closing. The installment amounts shall be computed by applying the following interest factor to the principal amount: interest compounded quarterly at the Quarterly Federal Short-Term Rate existing at closing under the Applicable Federal Rates used for purposes of Internal Revenue Code § 1 274(d), or any successor provision. (b) To the extent the LLC does not buy the offered interest of the selling assigning Member, the other Members shall have the option to buy the offered interest at the Set Price on a pro rata basis based on the Members' percentage interests at that time. If Member does not desire to buy up to his/her proportional part, the other Members can buy the remaining interest on the same pro rata basis. Members shall have fifteen (15) days from the date the LLC gives its written notice to the selling Member to give the selling Member notice in writing of their intention to buy all, some, or none of the offered interest. Closing on the sales shall occur within sixty (60) days from the date that the Members give written notice of their intention to buy. The purchase price from each purchasing Member shall be paid in cash at closing. (c) To the extent the LLC or the Members do not buy the offered interest, the selling Member can then assign the interest to a non-member. The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (d) The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (e) A non-member purchaser of a member’s interest cannot exercise any rights of a Member unless a majority of the non-selling Members consent to him becoming a Member. The non-member purchaser will be entitled, however, to share in such profits and losses, to receive such distributions, and to receive such allocation of income, gain, loss, deduction, credit or similar items to which the selling member would be entitled, to the extent of the interest assigned, and will be subject to calls for contributions under the terms of this Agreement. The purchaser, by purchasing the selling member’s interest, agrees to be subject to all the terms of this Agreement as if he were a Member.

Sale of Interest. A Member can sell his LLC interest only as follows: (a) No partner may transfer, sell, convey, encumber, pledge, assign, or otherwise dispose of (collectively, “Transfer”) an ownership interest without the prior written consent of all other partners, and within two years of the formation of the LLC unless the cap rate of return reaches 10 percent within two years of formation of the LLC. If a partner desires to Transfer before the two-year term expires and the cap rate return is below 10 percent, he or she is entitled to receive proceeds equal to 85% his or her total capital contributions or 85% of market value (SET Price defined in this Agreement), whichever is lower. After two years, a partner may sell his or her LLC interest at the SET Price, as described in this section. (b) If a Member desires to sell his/her interest, in whole or in part, he/she shall give written notice to the LLC of his desire to sell all or part of his/her interest and must first offer the interest to the LLC. The LLC shall have the option to buy the offered interest at the then existing Set Price as provided in this Agreement. The LLC shall have thirty (30) days from the receipt of the assigning Member's ’s notice to give the assigning Member written notice of its intention to buy all, some, or none of the offered interest. The decision to buy shall be made by a majority of the other Members. Closing on the sale shall occur within sixty (60) days from the date that the LLC gives written notice of its intention to buy. The purchase price shall be paid in cash at closing unless the total purchase price is in excess of $ $50,000 in which event the purchase price shall be paid in ( twelve (12) equal quarterly installments beginning with the date of closing. The installment amounts shall be computed by applying the following interest factor to the principal amount: interest compounded quarterly at the Quarterly Federal Short-Term Rate existing at closing under the Applicable Federal Rates used for purposes of Internal Revenue Code § 1 274(d), or any successor provision. (bc) To the Tothe extent the LLC does not buy the offered interest of the selling Member, the other Members shall have the option to buy the offered interest at the Set Price on a pro rata basis based on the Members' ’ percentage interests at that time. If Member does not desire to buy up to his/her proportional part, the other Members can buy the remaining interest on the same pro rata basis. Members shall have fifteen (15) days from the date the LLC gives its written notice to the selling Member to give the selling Member notice in writing of their intention to buy all, some, or none of the offered interest. Closing on the sales shall occur within sixty (60) days from the date that the Members give written notice of their intention to buy. The purchase price from each purchasing Member shall be paid in cash at closing. (cd) To the extent the LLC or the Members do not buy the offered interest, the selling Member can then assign the interest to a non-member. The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (d) The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (e) A non-member purchaser of a member’s interest cannot exercise any rights of a Member unless a majority of the non-selling Members consent to him becoming a Member. The non-non- member purchaser will be entitled, however, to share in such profits and losses, to receive such distributions, and to receive such allocation of income, gain, loss, deduction, credit or similar items to which the selling member would be entitled, to the extent of the interest assigned, and will be subject to calls for contributions under the terms of this Agreement. The purchaser, by purchasing the selling member’s interest, agrees to be subject to all the terms of this Agreement as if he were a Member.

Sale of Interest. A Member can sell his LLC interest only as follows: (a) If a Member desires to sell his/her interest, in whole or in part, he/she shall give written notice to the LLC of his desire to sell all or part of his/her interest and must first offer the interest to the LLC. The LLC shall have the option to buy the offered interest at the then existing Set Price as provided in this Agreement. The LLC shall have thirty (30) days from the receipt of the assigning Member's notice to give the assigning Member written notice of its intention to buy all, some, or none of the offered interest. The decision to buy shall be made by a majority of the other Members. Closing on the sale shall occur within sixty (60) days from the date that the LLC gives written notice of its intention to buy. The purchase price shall be paid in cash at closing unless the total purchase price is in excess of $ in which event the purchase price shall be paid in ( ) equal quarterly installments beginning with the date of closing. The installment amounts shall be computed by applying the following interest factor to the principal amount: interest compounded quarterly at the Quarterly Federal Short-Term Rate existing at closing under the Applicable Federal Rates used for purposes of Internal Revenue Code § 1 274(d), or any successor provision. (b) To the extent the LLC does not buy the offered interest of the selling Member, the other Members shall have the option to buy the offered interest at the Set Price on a pro rata basis based on the Members' percentage interests at that time. If Member does not desire to buy up to his/her proportional part, the other Members can buy the remaining interest on the same pro rata basis. Members shall have fifteen (15) days from the date the LLC gives its written notice to the selling Member to give the selling Member notice in writing of their intention to buy all, some, or none of the offered interest. Closing on the sales shall occur within sixty (60) days from the date that the Members give written notice of their intention to buy. The purchase price from each purchasing Member shall be paid in cash at closing. (c) To the extent the LLC or the Members do not buy the offered interest, the selling Member can then assign the interest to a non-member. The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (d) The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (e) A non-member purchaser of a member’s interest cannot exercise any rights of a Member unless a majority of the non-selling Members consent to him becoming a Member. The non-member purchaser will be entitled, however, to share in such profits and losses, to receive such distributions, and to receive such allocation of income, gain, loss, deduction, credit or similar items to which the selling member would be entitled, to the extent of the interest assigned, and will be subject to calls for contributions under the terms of this Agreement. The purchaser, by purchasing the selling member’s interest, agrees to be subject to all the terms of this Agreement as if he were a Member.

Sale of Interest. A Member can sell his LLC interest only as follows: (a) If a Member desires to sell his/her interest, in whole or in part, he/she shall give written notice to the LLC of his desire to sell all or part of his/her interest and must first offer the interest to the LLC. The LLC shall have the option to buy the offered interest at the then existing Set Price as provided in this Agreement. The LLC shall have thirty (30) days from the receipt of the assigning Member's notice to give the assigning Member written notice of its intention to buy all, some, or none of the offered interest. The decision to buy shall be made by a majority of the other Members. Closing on the sale shall occur within sixty (60) days from the date that the LLC gives written notice of its intention to buy. The purchase price shall be paid in cash at closing unless the total purchase price is in excess of $ in which event the purchase price shall be paid in ( twelve (12) equal quarterly installments beginning with the date of closing. The installment amounts shall be computed by applying the following interest factor to the principal amount: interest compounded quarterly at the Quarterly Federal Short-Term Rate existing at closing under the Applicable Federal Rates used for purposes of Internal Revenue Code § 1 274(d), or any successor provision. (b) To the extent the LLC does not buy the offered interest of the selling a Member, the other Members shall have the option to buy the offered interest at the Set Price on a pro rata basis based on the Members' percentage interests at that time. If Member does not desire to buy up to his/her proportional part, the other Members can buy the remaining interest on the same pro rata basis. Members shall have fifteen (15) days from the date the LLC gives its written notice to the selling Member to give the selling Member notice in writing of their intention to buy all, some, or none of the offered interest. Closing on the sales shall occur within sixty (60) days from the date that the Members give written notice of their intention to buy. The purchase price from each purchasing Member shall be paid in cash at closing. (c) To the extent the LLC or the Members do not buy the offered interest, the selling Member can then assign the interest to a non-member. The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (d) The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (e) A non-member purchaser of a member’s interest cannot exercise any rights of a Member unless a majority of the non-selling Members consent to him becoming a Member. The non-member purchaser will be entitled, however, to share in such profits and losses, to receive such distributions, and to receive such allocation of income, gain, loss, deduction, credit or similar items to which the selling member would be entitled, to the extent of the interest assigned, and will be subject to calls for contributions under the terms of this Agreement. The purchaser, by purchasing the selling member’s interest, agrees to be subject to all the terms of this Agreement as if he were a Member.

Sale of Interest. A Member can sell his LLC interest only as followsby the following procedures: (a) If a Member desires to sell his/her interest, in whole or in part, he/she shall give written notice to the LLC of his desire to sell all or part of his/her interest and must first offer the interest to the LLC. The LLC shall have the option to buy the offered interest at the then existing Set Price as provided in this Agreement. The LLC shall have thirty (30) days from the receipt of the assigning Member's notice to give the assigning Member written notice of its intention to buy all, some, or none of the offered interest. The decision to buy shall be made by a majority of the other Members. Closing on the sale shall occur within sixty (60) days from the date that the LLC gives written notice of its intention to buy. The purchase price shall be paid in cash at closing unless the total purchase price is in excess of $ in which event the purchase price shall be paid in ( ) equal quarterly installments beginning with the date of closing. The installment amounts shall be computed by applying the following interest factor to the principal amount: interest compounded quarterly at the Quarterly Federal Short-Term Rate existing at closing under the Applicable Federal Rates used for purposes of Internal Revenue Code § 1 274(d), or any successor provision. (b) To the extent the LLC does not buy the offered interest of the selling Member, the other Members shall have the option to buy the offered interest at the Set Price on a pro rata basis based on the Members' percentage interests at that time. If Member does not desire to buy up to his/her proportional part, the other Members can buy the remaining interest on the same pro rata basis. Members shall have fifteen (15) days from the date the LLC gives its written notice to the selling Member to give the selling Member notice in writing of their intention to buy all, some, or none of the offered interest. Closing on the sales shall occur within sixty (60) days from the date that the Members give written notice of their intention to buy. The purchase price from each purchasing Member shall be paid in cash at closing. (c) To the extent the LLC or the Members do not buy the offered interest, the selling Member can then assign the interest to a non-member. The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (d) The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (e) A non-member purchaser of a member’s interest cannot exercise any rights of a Member unless a majority of the non-selling Members consent to him becoming a Member. The non-member purchaser will be entitled, however, to share in such profits and losses, to receive such distributions, and to receive such allocation of income, gain, loss, deduction, credit or similar items to which the selling member would be entitled, to the extent of the interest assigned, and will be subject to calls for contributions under the terms of this Agreement. The purchaser, by purchasing the selling member’s interest, agrees to be subject to all the terms of this Agreement as if he were a Member.