Assigned Member definition
Examples of Assigned Member in a sentence
The Assigned Member shall be considered an employee only of the Consultant.
It is further agreed that the Consultant shall have full and direct responsibility for compliance with respect to the Assigned Member and the Services with all federal, state and local requirements pertaining to taxes and other obligations of employers, including without limitation Social Security taxes, unemployment insurance, workers' compensation, and comparable matters.
Patriot has not heretofore assigned or otherwise conveyed or encumbered (other than such UCC filings) any interest of Patriot in and to the Assigned Member Interests.
No other person has any right or option to purchase or otherwise obtain Patriot’s interest in the Assigned Member Interests except as set forth in the Operating Agreement.
Except as specifically stated herein or in the Transaction Documents, (a) Patriot shall not have any past, present or future obligations or liabilities with respect to the Company or the Assigned Member Interests, and (b) Rhino assumes and agrees to be solely responsible for and obligated to perform any and all of the duties, liabilities and obligations of Patriot under the Operating Agreement from and after the Effective Date.
As consideration for the Assigned Member Interests, Rhino and Company shall enter into those transactions, assignments, transfers and covenants, set forth herein or in the Transaction Documents.
Patriot has obtained the consent or approval of any Person or governmental entity that is required in connection with Patriot’s assignment and transfer of the Assigned Member Interests to Rhino and Patriot’s execution and delivery of this Agreement.
At the Closing, Patriot agrees to absolutely and irrevocably transfer, assign and deliver all of Patriot’s right, title and interest in and to the Assigned Member Interests effective as of the Effective Date.
Rhino and/or Company has obtained any and all required consents to the transactions provided for herein, including without limitation, the transfer of the Assigned Member Interests.
The parties hereby agree to the transfer and assignment of the Assigned Member Interests by Patriot to Rhino pursuant to the terms of this Agreement, and waive any and all provisions of the Operating Agreement that restrict, or might restrict, the transactions contemplated hereby.