Common use of Assignee’s Rights Clause in Contracts

Assignee’s Rights. (a) The Transfer of a Company Interest in accordance with this Agreement shall be effective as of the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items shall be allocated between the transferor and the Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made after such date shall be paid to the Assignee.

Appears in 38 contracts

Samples: Limited Liability Company Agreement (Rice Energy Inc.), Operating Agreement, Limited Liability Company Agreement (Bounty Minerals, Inc.)

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Assignee’s Rights. (a) The Transfer of a Company Interest Unit in accordance with this Agreement shall be effective as of the date of its assignment such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company items shall be allocated between the transferor and the Assignee transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee.

Appears in 34 contracts

Samples: Limited Liability Company Agreement (Ryan Specialty Group Holdings, Inc.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Limited Liability Company Agreement (Shoals Technologies Group, Inc.)

Assignee’s Rights. (a) The Transfer of a Company Interest in accordance with this Agreement shall be effective as of the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items shall be allocated between the transferor Transferor and the Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferorTransferor, and Distributions made on or after such date shall be paid to the Assignee.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (Pluralsight, Inc.), Limited Liability Company Agreement (Pluralsight, Inc.), Limited Liability Company Agreement (I3 Verticals, Inc.)

Assignee’s Rights. (a) The Transfer of a Company Limited Partner Interest in accordance with this Agreement shall be effective as of the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the CompanyPartnership. Profits, Losses and other Company Partnership items shall be allocated between the transferor and the Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the ManagerGeneral Partner. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made after such date shall be paid to the Assignee.

Appears in 9 contracts

Samples: Agreement (Kayne Anderson Acquisition Corp), Form of Joinder Agreement (Kinetik Holdings Inc.), Contribution Agreement (Penn Virginia Corp)

Assignee’s Rights. (a) The Transfer of a Company Interest in accordance with this Agreement shall be effective as of the date of its assignment Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items shall be allocated between the transferor and the Assignee according to Code Section 706706 of the Code, using any permissible method as determined in the reasonable discretion of the ManagerManaging Member. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made after such date shall be paid to the Assignee.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (Baker Hughes Holdings LLC), Limited Liability Company Agreement (Graphic Packaging International, LLC), Limited Liability Company Agreement (Baker Hughes a GE Co)

Assignee’s Rights. (a) The Transfer of a Company Interest in accordance with this Agreement shall be effective as of the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records Schedule of the CompanyMembers. Profits, Losses and other Company items shall be allocated between the transferor and the Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made after such date shall be paid to the Assignee.

Appears in 6 contracts

Samples: Stockholders Agreement (Impax Laboratories Inc), Limited Liability Company Agreement (Amneal Pharmaceuticals, Inc.), Limited Liability Company Agreement (Amneal Pharmaceuticals, Inc.)

Assignee’s Rights. (a) The Transfer of a Company Interest Unit in accordance with this Agreement shall be effective as of the date of its assignment such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company items shall be allocated between the transferor and the Assignee transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the ManagerBoard of Managers. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee.

Appears in 6 contracts

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

Assignee’s Rights. (a) The Transfer of a Company Interest Unit in accordance with this Agreement shall be effective as of the date of its assignment such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company items shall be allocated between the transferor and the Assignee transferee according to Code Section 706706 of the Code, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee.

Appears in 4 contracts

Samples: Unit Purchase Agreement (Dune Acquisition Corp), Limited Liability Company Agreement (AmeriHome, Inc.), Limited Liability Company Agreement (AmeriHome, Inc.)

Assignee’s Rights. (a) The Transfer of a Company Interest Units in accordance with this LLC Agreement shall be effective as of the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items shall be allocated between the transferor Transferor and the Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the ManagerBoard. Distributions made before the effective date of such Transfer shall be paid to the transferorTransferor, and Distributions made on or after such date shall be paid to the Assignee.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Thayer Ventures Acquisition Corp), Limited Liability Company Agreement (Inspirato Inc), Limited Liability Company Agreement (Inspirato Inc)

Assignee’s Rights. (a) The Transfer of a Company Interest Unit in accordance with this Agreement shall be effective as of the date of its assignment such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company items shall be allocated between the transferor and the Assignee transferee according to Code Section 706706 of the Code, using any permissible method as determined in the reasonable discretion of the ManagerBoard of Managers. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (American Oncology Network, Inc.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

Assignee’s Rights. (a) A. The Transfer of a Company Membership Interest in accordance with this Agreement shall be effective as of the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items shall be allocated between the transferor and the Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made after such date shall be paid to the Assignee.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement

Assignee’s Rights. (a) The Transfer of a Company Interest in accordance with this Agreement shall be effective as of the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items shall be allocated between the transferor and the Assignee according to Code Section 706706 of the Code, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made after such date shall be paid to the Assignee.

Appears in 2 contracts

Samples: Operating Agreement (SciPlay Corp), Operating Agreement (SciPlay Corp)

Assignee’s Rights. (a) The Transfer of a Company Interest Unit in accordance with this Agreement shall be effective as of the date of its assignment such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Net Profits, Net Losses and other items of the Company items shall be allocated between the transferor and the Assignee transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee.

Appears in 2 contracts

Samples: Registration Rights Agreement (Inflection Point Acquisition Corp.), Limited Liability Company Agreement (Intuitive Machines, Inc.)

Assignee’s Rights. (a) The Transfer of a Company Interest in accordance with this Agreement shall be effective as of the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records Schedule of the CompanyMembers. Profits, Losses and other Company items shall be allocated between the transferor and the Assignee according to Code Section 706706 of the Code, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made after such date shall be paid to the Assignee.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Tradeweb Markets Inc.), Limited Liability Company Agreement (Tradeweb Markets Inc.)

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Assignee’s Rights. (a) The Transfer of a Company Interest Unit in accordance with this Agreement shall be effective as of the date of its assignment such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company items shall be allocated between the transferor and the Assignee according transferee using the interim closing method (and calendar day convention) pursuant to Code Section 706, using any permissible method as determined in 706 and the reasonable discretion of the Managerapplicable Treasury Regulations. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Nextracker Inc.), Limited Liability Company Agreement (Nextracker Inc.)

Assignee’s Rights. (a) The Transfer of a Company Interest Units or any interest in Units in accordance with this Agreement shall be effective as of the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the CompanyCompany in accordance with Section 3.01(d). Profits, Losses and other Company items shall be allocated between the transferor and the Assignee according to Code Section 706706 of the Code, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date time of such Transfer shall be paid to the transferor, and Distributions made after such date shall be paid to the Assignee.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Digital Landscape Group, Inc.), Limited Liability Company Agreement (Digital Landscape Group, Inc.)

Assignee’s Rights. (a) The Transfer of a Company Interest Unit in accordance with this Agreement shall be effective as of the date of its assignment such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company items shall be allocated between the transferor and the Assignee transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions distributions made on or after such date shall be paid to the Assignee.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Symbotic Inc.)

Assignee’s Rights. (a) The Transfer of a Company Interest in accordance with this Agreement shall be effective as of asof the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items shall be allocated between the transferor and the Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made after such date shall be paid to the Assignee.

Appears in 1 contract

Samples: Limited Liabilitycompany Agreement (MedMen Enterprises, Inc.)

Assignee’s Rights. (a) The Transfer of a Company Interest Unit in accordance with this Agreement shall be effective as of the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company items shall be allocated between the transferor and the Assignee transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Shift4 Payments, Inc.)

Assignee’s Rights. (a) The Transfer of a Company Interest in accordance with this Agreement these Regulations shall be effective as of the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Profits and Losses and other Company items shall be allocated between the transferor and the Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made after such date shall be paid to the Assignee.

Appears in 1 contract

Samples: Joinder Agreement (Sentinel Energy Services Inc.)

Assignee’s Rights. (a) The Transfer of a Company Interest Unit in accordance with this Agreement shall be effective as of the date of its assignment such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company items shall be allocated between the transferor and the Assignee transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee.. 37

Appears in 1 contract

Samples: Limited Liability Company Agreement (P3 Health Partners Inc.)

Assignee’s Rights. (a) The Transfer of a Company Interest Unit in accordance with this Agreement shall be effective as of the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company items shall be allocated between the transferor and the Assignee transferee according to Code Section 706, using any permissible method as determined in the reasonable 38 US-DOCS\114008886.14 discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Shift4 Payments, Inc.)

Assignee’s Rights. (a) The Transfer of a Company Interest in accordance with this Agreement shall be effective as of the date of its assignment Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records Schedule of the CompanyMembers. Profits, Losses and other Company items shall be allocated between the transferor and the Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made after such date shall be paid to the Assignee.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Liberty Tax, Inc.)

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