Withdrawal of Assignor Sample Clauses

Withdrawal of Assignor. As of the Effective Date, Assignor shall be deemed to have withdrawn as a member of the Company. For purposes of the limited liability company or operating agreement of the Company, the withdrawal of Assignor and the admission of Assignee shall be deemed to have occurred simultaneously.
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Withdrawal of Assignor. Notwithstanding any provision in the LLC Agreement to the contrary, as of the Closing, (a) Assignor shall be deemed to have automatically withdrawn as a member of the Limited Liability Company and ceased to be a member thereof and shall have no further rights, obligations or liabilities as a member under the LLC Agreement, and (b) Assignee shall automatically be admitted as a member of the Limited Liability Company and succeed to all rights, obligations and liabilities of Assignor thereunder. The withdrawal of Assignor and the admission of Assignee shall be deemed to occur simultaneously.
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Withdrawal of Assignor. Effective as of the date of the completion of each of the Assignments, Assignor shall no longer be a Purchaser under, and as defined in, the Purchase Agreement.
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Withdrawal of Assignor. Contemporaneously with the execution of this ---------------------- Agreement, Assignor will execute all documents necessary to withdraw from the Project Partnership as contemplated under the Stock Purchase Agreement.
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Withdrawal of Assignor. Assignor hereby withdraws as a member of the Company for all purposes and hereby releases the Company from any and all liability to Assignor and to Assignor's affiliated predecessors in interest with respect to any event occurring prior to the Effective Date. Required Filings. If required under applicable law, the parties hereto shall execute an amendment to the Company's articles of association (or similarly titled instrument), to evidence Assignor's withdrawal from the Company. Assignee is hereby authorized to file such amendment (or to cause such amendment to be filed) in any jurisdiction in which such filing is required, as determined by Assignee. Warranty. Assignor represents and warrants that (i) Assignor is the record and beneficial owner of, and has good title to, the Membership Interests, free and clear of any and all liens, security interests, charges, assignments, options and adverse claims to title of any kind or character, (ii) such Membership Interests are not the subject of any agreement (other than the Purchase Agreement and the Operating Agreement) providing for the sale and transfer thereof, and (iii) Assignor has not assigned, pledged or transferred the Membership Interests, and no other person or other entity has any right or option to acquire the Membership Interests (or any portion thereof). Assignor agrees to defend the Membership Interests unto Assignee, its successors and assigns, forever.
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Related to Withdrawal of Assignor

  • Withdrawal of Assets If an arrangement with an Eligible Securities Depository no longer meets the requirements of Rule 17f-7, the Custodian shall direct the Domestic Subcustodian to withdraw the Fund’s Foreign Assets from such depository as soon as reasonably practicable.

  • Withdrawal of a Member For purposes of this Agreement, a “Withdrawn Member” is a member who is bankrupt, has resigned, or has retired (a “Withdrawal Event”). Upon a Withdrawal Event, the Withdrawn Member or any successor in interest to the Withdrawn Member shall become an Assignee of the Withdrawn Member’s Membership Interest in the Company.

  • Withdrawal of Bid Any bidder who makes a bid but withdraws the same before the fall of the hammer, shall have his/her deposit equal to 10% of reserve price forfeited as agreed liquidated damages for payment to the Assignee/Bank. The Auctioneer reserves the right to put the property again for sale at the last undisputed bid, or otherwise to adjourn the auction to another date.

  • Withdrawal of General Partner (a) The General Partner may not Withdraw (other than as a result of an Involuntary Withdrawal) without the Consent of the Special Limited Partner. Withdrawal shall be conditioned upon the agreement of the Special Limited Partner to be admitted as a successor General Partner, or if the Special Limited Partner declines to be admitted as a successor General Partner then on the agreement of one or more Persons who satisfy the requirements of Section 13.5 of this Agreement to be admitted as successor General Partner(s). (b) Each General Partner shall indemnify and hold harmless the Partnership and all Partners from its Withdrawal in violation of Section 13.1(a) hereof. Each General Partner shall be liable for damages to the Partnership resulting from its Withdrawal in violation of Section 13.1(a).

  • Withdrawal of Consent The Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service and career with the Employer will not be adversely affected; the only consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

  • Withdrawal of Members A member may withdraw from this LLC by giving written notice to all other members at least days before the date the withdrawal is to be effective.

  • 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.

  • Withdrawal from Agreement A. Any Fund may elect to withdraw from this Agreement effective at the end of any monthly period by giving at least 90 days’ prior written notice to each of the parties to this Agreement. Upon the written demand of all other Funds which are parties to this Agreement a Fund shall withdraw, and in the event of its failure to do so shall be deemed to have withdrawn, from this Agreement; such demand shall specify the date of withdrawal which shall be at the end of any monthly period at least 90 days from the time of service of such demand. B. In the event of the withdrawal of any Fund from this Agreement, all its rights and obligations, except for lease commitments, under this Agreement (except such rights or obligations as have accrued prior to the date of withdrawal) shall terminate as of the date of the withdrawal. The withdrawing Fund shall surrender its Shares to Service Company, and (1) shall be entitled to receive from Service Company an amount equal to the excess of the fair value of (i) its Shares of other securities Service Company as of the date of its withdrawal less (ii) its proportionate interest in any liabilities of Service Company, including when appropriate any commitments of Service Company and unexpired leases at the date of withdrawal; (2) shall be obligated to pay Service Company an amount equal to the excess of (ii) over (i). Such amount to be received from or paid to Service Company shall be determined by the favorable vote of the holders of a majority of the Shares whose determination shall be conclusive upon the Funds. Any amount found payable by the Service Company to the withdrawing Fund shall be recoverable by Service Company from the Funds remaining under this Agreement in accordance with the provisions of Section 1.2, 1.3 and 1.4 hereof.

  • Withdrawal of Grievance A grievance may be withdrawn at any level without establishing a precedent.

  • Withdrawal of Bids Bids may be withdrawn by bidders prior to the time set for official opening. After time has been called, no bid may be withdrawn for a period of thirty-five days after the time and date of opening except as provided in O.C.G.A Section 13-10-22 (appreciable error in calculation of bid). Negligence or error on the part of any bidder in preparing his bid confers no right of withdrawal or modification of his bid after time has been called except as provided by Georgia law.

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