Common use of Assignee’s Rights Clause in Contracts

Assignee’s Rights. A Transfer of Units permitted hereunder shall be effective as of the date of assignment and compliance with the conditions to such Transfer and such Transfer shall be shown on the books and records of the Company. Net Profits, Net Losses and other items shall be allocated between the Transferor and the Assignee according to Section 706 of the Code. 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. Unless and until an Assignee becomes a Member pursuant to Article X hereof, the Assignee shall not be entitled to any of the rights or privileges granted to a Member hereunder or under applicable law, other than the rights and privileges specifically granted to Assignees pursuant to this Agreement; provided that, without relieving the Transferring Unitholder from any such limitations or obligations, such Assignee shall be bound by any limitations and obligations of a Unitholder contained herein by which a Member or other Unitholder would be bound on account of the ownership of Units by the Assignee (including the obligations set forth in Article IX).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Pinnacle Financial Partners Inc), Limited Liability Company Agreement (Pinnacle Financial Partners Inc)

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Assignee’s Rights. A Transfer of Units permitted hereunder shall will be effective as of the date of assignment and compliance with the conditions to of such Transfer and such Transfer shall will be shown on the books and records of the Company. Net Profits, Net Losses and other Company items shall will be allocated between the Transferor and the Assignee according to Section 706 of the Code. Distributions made before the effective date of such Transfer shall transfer will be paid to the Transferor, and Distributions made after such date shall will be paid to the Assignee. Unless and until an Assignee becomes a Member pursuant to Article X hereofX, the Assignee shall will not be entitled to any of the rights or privileges granted to a Member hereunder or under applicable lawLaw, other than the rights and privileges specifically granted to Assignees pursuant to this Agreement; provided that, that without relieving the Transferring Unitholder Transferor from any such limitations or obligations, such Assignee shall will be bound by any limitations and obligations of a Unitholder contained Member herein by which a Member or other Unitholder would be bound on account of the ownership of Units by the Assignee (including the obligation, if any, to make Capital Contributions on account of such Units and the obligations set forth in this Article IX).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Symbotic Inc.)

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Assignee’s Rights. A Transfer of Units permitted hereunder shall be effective as of the date of assignment and compliance with the conditions to such Transfer set forth in this Agreement and the Company shall cause such Transfer shall to be shown recorded on the books and records of the Company. Net Profits, Net Losses and other items shall be allocated between Company (including the Transferor and the Assignee according to Section 706 of the Code. 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 AssigneeUnit Ownership Ledger). Unless and until an Assignee becomes a Member pursuant to Article X hereofSection 3.3 hereof or is an Assignee of a holder of Sponsor Equity (in which case, the Assignee will become a Member with respect to the Assigned Units as of the effective date of the assignment automatically without any action required by any other Person), the Assignee shall not be entitled to any of the rights or privileges granted to a Member hereunder or under applicable law, other than the rights and privileges specifically granted to Assignees pursuant to this Agreement; provided that, without relieving the Transferring Unitholder Transferor from any such limitations or obligations, such Assignee shall be bound by any limitations and obligations of a Unitholder Member contained herein by which a Member or other Unitholder Member would be bound on account of the ownership of Units by the Assignee (including the obligations set forth in Article IXX).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Driven Brands Holdings Inc.)

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