Waiver of Rights and Consent Under Operating Agreement Clause Samples

Waiver of Rights and Consent Under Operating Agreement. Effective as of the Closing, the Contributor hereby waives and relinquishes all rights and benefits otherwise afforded to the Contributor under the Operating Agreement with respect to the contribution, sale, transfer, assignment, conveyance or delivery by the other members of W&D LLC of the Remaining Company Interests to the Company pursuant to the ▇▇▇▇▇▇ Contribution Agreement, including all rights of appraisal, rights of first offer or first refusal, preemptive rights, buy/sell rights, call rights and any other right to consent to or approve of the transactions conducted by such other members in connection with the Formation Transactions and the Public Offering and any and all notice provisions related thereto. The Contributor acknowledges that the agreements contained herein and in the ▇▇▇▇▇▇ Contribution Agreement and the transactions contemplated hereby and thereby and any actions taken in contemplation of the transactions contemplated hereby and thereby may conflict with, and may not have been contemplated by, the Operating Agreement or other agreements among one or more holders of Company Interests or one or more of the members of W&D LLC. The Contributor expressly gives all Consents (and any consents necessary to authorize the proper parties in interest to give all Consents) and Waivers that it is entitled to give that are necessary or desirable to cause the parties to the ▇▇▇▇▇▇ Contribution Agreement to have authority to transfer the Company Interests to the Company. In addition, if the transactions contemplated hereby and by the ▇▇▇▇▇▇ Contribution Agreement occur, this Agreement shall be deemed to be an amendment to the Operating Agreement to the extent the terms herein conflict with the terms thereof, including terms with respect to allocations, distributions and the like. In the event the transactions contemplated by this Agreement do not occur, nothing in this Agreement shall be deemed to be or construed as an amendment or modification of, or commitment of any kind to amend or modify, the Operating Agreement, which shall remain in full force and effect without modification. The Waiver and Consent enumerated in this Section 5.1 shall become effective only upon the Closing of the contribution and exchange of the Column Interest pursuant to Article 1 and Article 7.