Sale or Assignment of Interest. A member’s interest in the Company may be sold or assigned first to the another members of the Company in proportion to their membership interests, and second to a third party with the written consent of all remaining members provided that the sale or assignment would not entitle any creditor of the Company to declare a default on the terms of any credit extended to the Company (“Default Restriction”). The offer to purchase must be made in writing, set forth the purchase price and other material terms of the proposed sale or assignment and delivered to each member of the Company (“Offer Notice”).
Sale or Assignment of Interest. (a) No interest of any Member in the LLC or otherwise under this Agreement shall be sold, transferred, pledged, encumbered, hypothecated or assigned, unless (i) such transaction complies with any relevant provisions of Section 8(b), (ii) any sale or other assignment of the interest subsumes the Member's entire interest in the LLC (including all of the Member's voting rights, powers of appointment, informational rights, Percentage Interest and Capital Account), (iii) the counterparty to the transaction expressly acknowledges that it acquires its rights in or against the interest subject to the terms of this Agreement (which shall continue to govern) and such counterparty assumes in writing any obligations of the selling Member from and after the date of such assumption under this Agreement and the Assignment and Assumption Agreement of even date, (iv) reasonable assurances are provided to the remaining Member that all monetary obligations hereunder of the selling Member prior to the date of such assumption have been or will be satisfied, and (v) such transaction would not result in a breach or default under any agreement to which the LLC is a party or give rise to the right to accelerate the maturity of any LLC indebtedness or result in any fees or penalties to the LLC (unless the transferee or assignor indemnifies the LLC against such fees or penalties in a manner reasonably satisfactory to the non-transferring Member or pays such fees or penalties).
Sale or Assignment of Interest
