ALLOCATION OF DISTRIBUTIONS BETWEEN ASSIGNOR AND ASSIGNEE Sample Clauses

ALLOCATION OF DISTRIBUTIONS BETWEEN ASSIGNOR AND ASSIGNEE. Upon the Transfer of Membership Units pursuant to this Article and unless the assignor and assignee otherwise agree and so direct the Company in a written statement signed by both the assignor and assignee (a) distributions pursuant to Article V shall be made to the Person owning such Membership Units at the date of distribution and (b) the assignee shall succeed to a pro-rata (based on the percentage of such assignor's Membership Units Transferred) portion of the assignor's Capital Account with respect to such Membership Units. Any Membership Units Transferred shall remain subject to the provisions of this Agreement and the transferee shall have entered into an enforceable written agreement providing that all Membership Units so Transferred shall continue to be subject to all provisions of this Agreement as if such Membership Units were still held by the transferring Member, and provided further that such permitted transferee shall not be permitted to make any further Transfer without complying with the provisions of this Agreement. Anything to the contrary in this Agreement notwithstanding, transferees permitted hereunder shall take any Membership Units so Transferred subject to all obligations under this Agreement as if such Membership Units were still held by the transferring Member whether or not they so expressly agree.
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ALLOCATION OF DISTRIBUTIONS BETWEEN ASSIGNOR AND ASSIGNEE. Upon the assignment of an Equity Interest in the Partnership pursuant to this Article 7, distributions pursuant to Article 5 shall be made to the Person owning the Equity Interest in the Partnership at the date of distribution, unless the assignor and assignee otherwise agree and direct the General Partner in a written statement signed by both.
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ALLOCATION OF DISTRIBUTIONS BETWEEN ASSIGNOR AND ASSIGNEE. Upon the assignment of a Partnership Interest pursuant to this Article VI, distributions pursuant to Article V shall be made to the Person owning the Partnership Interest at the date of distribution, unless the assignor and assignee otherwise agree and so direct the General Partner in a written statement signed by both.
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ALLOCATION OF DISTRIBUTIONS BETWEEN ASSIGNOR AND ASSIGNEE. Upon the Transfer of Membership Units pursuant to this Article and unless the assignor and assignee
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ALLOCATION OF DISTRIBUTIONS BETWEEN ASSIGNOR AND ASSIGNEE. Upon the permitted assignment of an interest in the Investment Partnership pursuant to this ARTICLE XII, distributions pursuant to ARTICLE XII shall be made to the Person owning the interest in the Investment Partnership at the date of distribution, unless the assignor and assignee otherwise agree and direct the General Partner in a written statement signed by both. Subject to Section 13.2, any reference in this Agreement to the Capital Contributions of a Partner who is an assignee of all or a portion of an Equity Interest shall include the Capital Contributions of the assignor (or a pro rata portion thereof in the case of an assignment of less than the entire Equity Interest of the assignor).
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ALLOCATION OF DISTRIBUTIONS BETWEEN ASSIGNOR AND ASSIGNEE. Upon the Transfer of Membership Units pursuant to this Article and unless the assignor and assignee otherwise agree and so direct the Company in a written statement signed by both the assignor and assignee (a) distributions pursuant to Article V shall be made to the Person owning such Membership Units at the date of distribution and (b) the assignee shall succeed to a pro-rata (based on the percentage of such assignor's Membership Units Transferred) portion of the assignor's Capital Account with respect to such Membership Units.
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ALLOCATION OF DISTRIBUTIONS BETWEEN ASSIGNOR AND ASSIGNEE. Upon the Assignment of an interest in the LLC pursuant to this Article 7, distributions pursuant to Article 5 shall be made to the Person owning the interest in the LLC at the date of distribution, unless the assignor and assignee otherwise agree and direct the Managing Member in a written statement signed by both the assignor and the assignee.
Sample 1
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ALLOCATION OF DISTRIBUTIONS BETWEEN ASSIGNOR AND ASSIGNEE. Upon the assignment of an interest in the Partnership pursuant to this Article 7, distributions pursuant to Article 5 shall be made to the Person owning the interest in the Partnership at the date of distribution, unless the assignor and assignee otherwise agree and direct the General Partner in a written statement signed by both.
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Related to ALLOCATION OF DISTRIBUTIONS BETWEEN ASSIGNOR AND ASSIGNEE

  • Binding Effect; Persons Benefiting; No Assignment This Agreement shall inure to the benefit of and be binding upon the parties hereto and the respective successors and assigns of the parties and such Persons. Nothing in this Agreement is intended or shall be construed to confer upon any entity or Person other than the parties hereto and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof. Without the prior written consent of the parties hereto, this Agreement may not be assigned by any of the parties hereto.

  • Binding on Successors, Transferees and Assigns; Assignment This Security Agreement shall remain in full force and effect until the Termination Date has occurred, shall be binding upon the Grantors and their successors, transferees and assigns and shall inure to the benefit of and be enforceable by each Secured Party and its successors, transferees and assigns; provided that no Grantor may (unless otherwise permitted under the terms of the Credit Agreement or this Security Agreement) assign any of its obligations hereunder without the prior written consent of all Lenders.

  • Successors and Assigns; Participations; Purchasing Banks (a) This Agreement shall be binding upon and inure to the benefit of the Company, the Banks, the Agent, all future holders of the Notes and their respective successors and assigns, except that the Company may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Bank.

  • Transfer and Assignment Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (A) Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable to the assignor or transferor immediately before the assignment or transfer, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount, except to the extent that such additional amount was not payable by the assignor or transferor immediately before the assignment or transfer, in either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Successors and Assigns; Participations; Purchasing Lenders (a) This Agreement shall be binding upon and inure to the benefit of the Company, the Lenders, the Administrative Agent and their respective successors and assigns, except that the Company may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender.

  • Successors and Assigns; Assignment of Servicing Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Servicer, the Seller, the NIMS Insurer and the Master Servicer and their respective successors and assigns. This Agreement shall not be assigned, pledged or hypothecated by the Servicer to a third party except in accordance with Section 7.03 and shall not be assigned, pledged or hypothecated by the Seller without the prior written consent of the NIMS Insurer except as to the extent provided in Section 9.12.

  • Successors and Assigns Participations Assignments (a) This Agreement shall be binding upon and shall inure to the benefit of the Borrower and the Lenders and their respective successors and assigns.

  • Assignment; Successors and Assigns; No Third Party Beneficiaries (a) Except as otherwise permitted pursuant to this Investor Rights Agreement, no Party may assign such Party’s rights and obligations under this Investor Rights Agreement, in whole or in part, without the prior written consent of the other Principal Parties. Any such assignee may not again assign those rights, other than in accordance with this Article V. Any attempted assignment of rights or obligations in violation of this Article V shall be null and void.

  • Transfers and Assignments Subject to this Section 6.1, a Partner may transfer or assign all but not less than all of its Interest. If a Partner transfers or assigns all of its Interest pursuant to this Section 6.1, the transferee shall be admitted as a Partner of the Partnership upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Partner shall cease to be a Partner of the Partnership. Any successor to a Partner by merger or consolidation shall, without further act, be a Partner hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Partnership shall continue without dissolution.

  • Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Starboard. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Starboard, the prior written consent of the Company, and with respect to the Company, the prior written consent of Starboard. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

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