Status of Assignee. Any person who acquires all or any portion of the interest of a Member in the Company in any manner (including a Permitted Transferee), shall not be a Member of the Company unless and until the conditions of Section 12.8 are satisfied. Unless and until such conditions are satisfied, such person shall, to the extent of the interest acquired, be entitled only to the transferor Member’s rights, if any, in the Profits, Losses, Net Cash Receipts and other distributions to the Members pursuant to this Agreement, subject to the liabilities and obligations of transferor Member hereunder; but such person shall have no right to act on behalf of the Company or otherwise participate in the management of the business and affairs of the Company, and such person and his Participating Percentage shall be disregarded in determining whether the approval, consent or any other action has been given or taken by the Members. Any such assignee shall have the same right, subject to the same limitations, as the transferor Member had under the provisions of this Article 12 to assign its interest as a Member (including the right to assign such interest to any Permitted Transferee of such Member pursuant to Section 12.2), but any such further assignee shall have only the rights set forth in this Section 12.7 and shall not become an additional or substituted Member of the Company unless and until the conditions of Section 12.8 have been satisfied.
Status of Assignee. Any Person who acquires all or any portion of the direct limited liability company interest of a Member in the Company in any manner shall not be a Member of the Company, unless and until all of the applicable conditions set forth in this Article X are satisfied. Unless and until such conditions are satisfied, such Person shall, to the extent of the interest acquired, be entitled only to the transferor Member’s rights, if any, in the Profits, Losses, other items of income, gain, loss and deduction, Available Cash, and other distributions to the Members pursuant to this Agreement, subject to the liabilities and obligations of the transferor Member hereunder; but such Person shall have no right to participate in the management of the business and affairs of the Company and shall be disregarded in determining whether the approval, consent or any other action has been given or taken by the Members.
Status of Assignee. Subject to all provisions contained in this Agreement, the rights of an assignee of an Interest who does not become a Substituted Limited Partner shall be limited to the receipt of its share of Distributable Cash, Sale or Financing Proceeds, Taxable Income, and Tax Loss as determined under this Agreement. Such assignee who desires to make a further Transfer shall be subject to all of the provisions of this Article 7 to the same extent and in the same manner as any predecessor Limited Partner desiring to make a Transfer of its Interest.
Status of Assignee. Assignee is a duly organized corporation, validly existing and in good standing under the laws of the State of Nevada, has the corporate power to own its property and to carry on its business as now being conducted and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material negative impact. The Assignee has made available to Assignor a complete and correct copy of the certificate of incorporation and bylaws, each as amended to date, of the Assignee.
Status of Assignee. Assignee is an “accredited investor" within the meaning of Rule 501 promulgated under the Securities Act.
Status of Assignee. An Assignee shall only be entitled to receive that share of Net Profits, Net Losses, and distributions, and the return of Capital Contribution, to which the assignor would otherwise be entitled with respect to the interest subject to an assignment, and shall not have the rights of a Member under the Act or this Agreement, including without limitation the right to obtain any information on account of the Company’s transactions, to inspect the Company’s books, or to vote with the Members on, or to grant or withhold consents to or approvals of, any matter. Any Assignee receiving an Interest may be admitted as a Substitute Member only after compliance with Subsection (b) or (c) above, as applicable, and the following terms and conditions have been satisfied: (i) the Manager shall have consented in writing to the assignment and substitution, which consent may be withheld by the Manager for any reason or no reason (or if there is no Manager, the consent of a Majority in Interest of the Members); (ii) the Assignee shall have assumed the obligations, if any, of the assignor to the Company; and (iii) the assignor and the Assignee shall have complied with such other requirements as the Manager may reasonably impose, including the condition that the Assignee pay such fees as may be reasonable to pay the costs of the Company in effecting such substitution. The admission of a Substitute Member, without more, shall not release the Member originally assigning his Interest from any liability to the Company that may have existed prior to the admission.
Status of Assignee. Any assignee of the Redeveloper under the provisions hereof shall be considered the "Redeveloper" for all purposes of this Agreement.
