Status of Assignees Sample Clauses

Status of Assignees. (a) The transferee of all or any portion of a Member's interest in the Company, unless previously admitted as a Member pursuant to this Agreement or admitted as a Substitute Member in accordance with this Section 7.4(a), shall be an Assignee subject to the provisions of this Section 7.4. Notwithstanding any provision of this Agreement to the contrary, an Assignee shall not be admitted as a Substitute Member without the consent of non-transferring Members holding a majority of the Units held by the non-transferring Members, which consent may be withheld in such non-transferring Members' sole and absolute discretion. For purposes of the preceding sentence, a Member shall be deemed to be the "transferor Member" of an Assignee's Units if the Assignee's interest in such Units has arisen in whole or in part by a direct or indirect assignment from such Member (including, without limitation, through the intervening assignment of another Assignee, but not through the intervening assignment of another Member). (b) Notwithstanding any provision of this Agreement to the contrary: (i) all rights and privileges associated with an Assignee interest in the Company shall be derived solely from the Member Interest of which such rights and privileges were previously a component part and (ii) no Assignee shall hold, by virtue of such Assignee's interest in the Company, any rights and privileges that were not specifically transferred to such Assignee by the prior holder of such interest. (c) Subject to Section 4.1(d), an Assignee that holds an interest in the Company shall be entitled to receive the allocations attributable to such interest pursuant to Section 4, to receive the distributions attributable to such interest pursuant to Sections 5 and 8, and to Transfer such interest in accordance with the terms of this Section 7. Notwithstanding the foregoing, the Company and the Members shall incur no liability for allocations and distributions made in good faith to a transferor until a valid written instrument of assignment has been received by the Company and recorded on its books and the effective date of the assignment has passed. (d) An Assignee that holds an interest in the Company shall be responsible for any unpaid Capital Commitment, obligation to contribute services, and obligation to return distributions or make other payments to the Company associated with such interest; provided, however, that the transferor of such interest, if a Member, shall also continue to be r...
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Status of Assignees. An assignee of the Interest of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if, and only if, the assignee executes and delivers a joinder agreement so specifying or an additional signature page to this Agreement (and to the Certificate, if required), which agreement or signature page shall be executed by the Company’s Chief Executive Officer or other Person authorized by the Board and by such assignee, and such other instruments, in form and substance satisfactory to the Board (acting exclusive of any Manager who is, or is affiliated with, the assigning Member), as may be necessary, appropriate or desirable to effect such substitution and to confirm the agreement of the assignee to be bound by the terms and provisions of this Agreement. Any such assignee shall confirm in such joinder agreement or signature page that the representations and warranties contained in Section 3.7 are true and correct as to such assignee as of the date of such assignment.
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Status of Assignees 
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Related to Status of Assignees

  • Rights of Assignees Subject to Section 8.07, the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.10.

  • Recognition of Assignee (a) From and after the date hereof, the Servicer shall note the transfer of the Mortgage Loans to the Assignee in its books and records, shall recognize the Assignee as the owner of the Mortgage Loans and shall, subject to subsection (b) below, service the Mortgage Loans for the benefit of the Assignee pursuant to the Servicing Agreement, the terms of which are incorporated herein by reference. The Servicer shall establish a separate Custodial Account for collections on the Mortgage Loans, and such Custodial Account shall be entitled “M&T Mortgage Corporation, as servicer in trust for [Trustee]”. It is the intention of the Assignor, Servicer and Assignee that the Servicing Agreement shall be binding upon and inure to the benefit of the Servicer and the Assignee and their successors and assigns. (b) The Servicer further acknowledges that, from and after the date hereof, it (and any of its successors under the Servicing Agreement) will be subject to the supervision of the Master Servicer (except that the Master Servicer shall not be responsible for supervising the servicing of defaulted Mortgage Loans and REO Properties) and that the Master Servicer, acting on behalf of the Trustee as the owner of the Mortgage Loans, shall have the same rights as were assigned by the Assignor, in its capacity as the original owner under the Servicing Agreement, to the Depositor under the Bayview Assignment Agreement, and further assigned by the Depositor to the Trustee, on behalf of the Trust, hereunder. Such rights will include, without limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Servicer under the Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Servicing Agreement, indemnification rights, the right to inspect the Servicer’s books and records and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer. (c) All reports, notices and other written information required to be delivered to the Trustee, as the successor in interest to Bayview and the Assignor under the Servicing Agreement, shall also be delivered to the Master Servicer at the address set forth in Section 9 hereof. All remittances required to be made to the Trustee, as the successor in interest to Bayview and the Assignor under the Servicing Agreement, shall be made instead to the Master Servicer by wire transfer to the following account: ___________________ ABA# For credit to: Account Number: For further credit to: Collection Acct#

  • Rights of Assignee The Assignee of a Membership Interest shall be entitled to receive distributions and profits and losses attributable to the Membership Interest in the Company, but in no event shall the Assignee have the right to participate in, or interfere with, the management or administration of the Company’s business or affairs or become a substitute Member unless permitted to do so by a unanimous vote of the other Members.

  • Notification of Assignment Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

  • Termination of Assignment Citizens and the Firm may each terminate a specific assignment or all assignments held by the Firm, at any time upon advanced written notice. Citizens may also reassign any matter at any time upon advanced written notice.

  • Obligations of Assignee Assignee agrees to take and hold the Warrant and any shares of stock to be issued upon exercise of the rights thereunder (the “Securities”) subject to, and to be bound by, the terms and conditions set forth in the Warrant to the same extent as if Assignee were the original holder thereof.

  • DURATION OF ASSIGNMENT The scope of services of this Assignment shall be completed no later than August 31, 2023, unless terminated earlier as provided in Section 3.2 of the Agreement. The schedule is subject to adjustments for possible time extension; however, any extension of time must be approved by the TFC and shall require an amendment to Assignment No. 1.

  • Conditions of assignment or transfer (a) The consent of the Borrower required under paragraph (a) of Clause 21.1 (Assignments and Transfers by the Lender) to an assignment or transfer must not be unreasonably withheld or delayed. (b) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Initial Lender; and (ii) performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (c) A transfer will only be effective if the procedure set out in Clause 21.4 (Procedure for transfer) is complied with. (d) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or a Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased costs), then the New Lender or a Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or a Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

  • Prohibition of Assignment This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by Consultant without the prior written consent of the Company. Any assignment of rights or delegation of duties or obligations hereunder made without such prior written consent shall be void and of no effect.

  • Change of Assignment Mutual consent for a change in work year assignment must be reached by March 15 for the following academic year.

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