Transferees and Successors Sample Clauses

Transferees and Successors. Any person acquiring or claiming an interest in the Company, in any manner whatsoever, shall be subject to and bound by all terms, conditions and obligations of this Agreement to which his predecessor in interest was subject or bound, without regard to whether such a person has executed a subscription agreement or a counterpart hereof or any other document contemplated hereby. No person, including the legal representative, heir or legatee of a deceased Manager or Member, shall have any rights or obligations greater than those set forth in this Agreement and no person shall acquire an interest in the Company or become a Manager or Member thereof except as permitted by the terms of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, permitted assigns, heirs, legatees, beneficiaries, legal representatives, executors, administrators, and successors in trust.
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Transferees and Successors. 36 8.3 Transfers of Interests in Members...............................36 8.4 Other Consents and Requirements.................................37 8.5 Assignment Not In Compliance....................................37 8.6 Division of Membership Interests................................38 8.7 Pledge of Membership Interests..................................38 8.8 Code Section 708(b)(1)(B).......................................38 BUY/SELL RIGHTS
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Transferees and Successors. (a) Notwithstanding any provision to the contrary contained herein, no Membership Interest may be transferred unless the Transferee or Successor becomes a party to this Agreement, assumes all of the obligations hereunder of its transferor and agrees to be bound by the terms and conditions hereof in the same manner as the transferor. Upon becoming a party to this Agreement in compliance with the terms hereof, except as otherwise provided herein, any Transferee or Successor shall be substituted fully for, and shall enjoy the same rights and be subject to the same obligations as, its predecessor as a Member and/or a Managing Member hereunder as the case may be. (b) If there is a permitted Transfer of a Membership Interest under this Agreement: (1) A Transferee's or Successor's Percentage Interest shall equal the Percentage Interest transferred to it by the transferring Member; (2) A Transferee's or Successor's Capital Account shall initially be equal to the Capital Account balance transferred to it by the transferring Member; (3) If requested to do so by any transferring Member or by the Transferee or Successor by notice given to the Members, the Company shall make an election under Section 754 of the Code (and a corresponding election under applicable state and local law). Upon the request of either Member, the Company shall also make a timely election under Section 754 of the Code upon a distribution of property or money to a Member.
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Transferees and Successors. (a) No Transfer of a Partnership Interest will be effective nor will any purported Transferee or Successor become a Partner or otherwise be entitled to any of attributes of ownership of the Partnership purportedly Transferred unless such Transfer is made in accordance with the provisions of this Article 8 and the transferor and Transferee or Successor have complied with the following conditions: (1) the transferor has executed and delivered to the Partnership a copy of the assignment of the Partnership Interest to Transferee or Successor in form and substance satisfactory to the Partnership; (2) the Transferee or Successor, if not already a party to this Agreement, becomes a party to this Agreement, assumes all of the obligations hereunder of its transferor and agrees to be bound by the terms and conditions hereof in the same manner as the transferor. (b) Upon compliance with Section 8.2(a), any Transferee or Successor shall be substituted as a Partner for, and shall, subject to Section 8.1(c) regarding the Transferee of Insight's Partnership Interest becoming a Limited Partner, enjoy the same rights and be subject to the same obligations as, its predecessor as a Partner hereunder. (c) If there is a permitted Transfer of a Partnership Interest under this Agreement: (1) A Transferee's or Successor's Percentage Interest shall equal the Percentage Interest transferred to it by the transferring Partner; (2) A Transferee's or Successor's Capital Account shall initially be equal to the Capital Account balance transferred to it by the transferring Partner; (3) If requested to do so by any transferring Partner or by the Transferee or Successor by notice given to the Partners, the Partnership shall make an election under Section 754 of the Code (and a corresponding election under applicable state and local law). Upon the request of either Partner, the Partnership shall also make a timely election under Section 754 of the Code upon a distribution of property or money to a Partner.
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Transferees and Successors. 37 8.3 Transfers of Interests in Partners........................................................ 38 8.4 Other Consents and Requirements........................................................... 38 8.5 Assignment Not In Compliance.............................................................. 39 8.6 Division of Partnership Interests......................................................... 39 8.7 Pledge of Partnership Interests........................................................... 39 8.8 Code Section 708(b)(1)(B)................................................................. 39
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Related to Transferees and Successors

  • Heirs and Successors This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of Grantee or benefits distributable to Grantee under this Agreement have not been exercised or distributed, respectively, at the time of Grantee’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. If a deceased Grantee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Grantee, any rights that would have been exercisable by Grantee and any benefits distributable to Grantee shall be exercised by or distributed to the legal representative of the estate of Grantee. If a deceased Grantee designates a beneficiary and the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

  • Assigns and Successors The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company and the rights and obligations of Employee shall move to the benefit of and shall be binding on Employee and his legal representatives or heirs. This agreement constitutes a personal service agreement and Employee’s obligations hereunder may not be transferred or assigned by Employee.

  • Transfer; Successors and Assigns The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

  • Assignability; Successors Debtor’s rights and liabilities under this Security Agreement are not assignable or delegable, in whole or in part, without the prior written consent of Vicis. The provisions of this Security Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties.

  • Assignments and Successors No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects on and inure to the benefit of the successors and permitted assigns of the parties.

  • Employee’s Successors The terms of this Agreement and all rights of the Employee hereunder shall inure to the benefit of, and be enforceable by, the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

  • Heirs, Successors and Assigns Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

  • Effect on Successors and Assigns All the covenants, stipulations, promises and agreements in this Indenture made by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not.

  • Binding Effect; Successors and Assigns This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, officer, employee, agent, controlling person, or fiduciary of the Company or of any other enterprise, including subsidiaries of the Company, at the Company’s request.

  • Execution; Successors and Assigns This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same agreement. Subject to Section 8.04, this Agreement shall inure to the benefit of and be binding upon the Company and the Purchaser and their respective successors and assigns.

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