Substituted Member. (a) An assignee of any Units or other interest in the Company held by a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right, and prior written consent to such assignment and substitution has been obtained from the Managing Member, which consent may be withheld in such Managing Member's sole discretion. (b) The Company and the Members shall be entitled to treat the record owner of any Units or other interest in the Company as the absolute owner thereof and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such Units or other interest in the Company, which assignment is permitted pursuant to the terms and conditions of Section 11.1 and Section 11.3 hereof, has been ------------ ------------ received and accepted by the Managing Member and recorded on the books of the Company. (c) Upon the admission of a substituted Member, Schedule A attached ---------- hereto shall be amended to reflect the name, address and Units of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Stein Avy H), Limited Liability Company Agreement (Stein Avy H)
Substituted Member. (a) An assignee of any Units or other interest in the Company held by a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right, and prior written consent to such assignment and substitution has been obtained from the Managing Member, which consent may be withheld in such Managing Member's sole discretion.
(b) The Company and the Members shall be entitled to treat the record owner of any Units or other interest in the Company as the absolute owner thereof and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such Units or other interest in the Company, which assignment is permitted pursuant to the terms and conditions of Section SECTION 11.1 and Section SECTION 11.3 hereof, has been ------------ ------------ received and accepted by the Managing Member and recorded on the books of the Company.
(c) Upon the admission of a substituted Member, Schedule SCHEDULE A attached ---------- hereto shall be amended to reflect the name, address and Units of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units.
Appears in 1 contract
Substituted Member. (a) An assignee of any Units or other interest in the Company held by a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right, and prior written consent to such assignment and substitution has been obtained from the Managing Member, which consent may be withheld in such Managing Member's sole discretion.
(b) The Company and the Members shall be entitled to treat the record owner of any Units or other interest in the Company as the absolute owner thereof and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such Units or other interest in the Company, which assignment is permitted pursuant to the terms and conditions of Section 11.1 and Section 11.3 hereof, has been received ------------ ------------ received and accepted by the Managing Member and recorded on the books of the Company.
(c) Upon the admission of a substituted Member, Schedule A attached hereto ---------- hereto shall be amended to reflect the name, address and Units of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units.
Appears in 1 contract
Substituted Member. (a) An assignee of any Units or other interest in the Company held by a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right, and prior written consent to such assignment and substitution has been obtained from the Managing Member, which consent may be withheld in such Managing Member's sole discretion.
(b) The Company and the Members shall be entitled to treat the record owner of any Units or other interest in the Company as the absolute owner thereof and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such Units or other interest in the Company, which assignment is permitted pursuant to the terms and conditions of Section 11.1 and Section 11.3 hereof, has been ------------ ------------ received and accepted by the Managing Member and recorded on the books of the Company.
(c) Upon the admission of a substituted Member, Schedule A attached hereto ---------- hereto shall be amended to reflect the name, address and Units of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units.
Appears in 1 contract