Common use of Assignees Clause in Contracts

Assignees. If the Managing Member withholds its consent for the admission of any transferee as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership Units assigned to such transferee and the rights to Transfer the Membership Units provided in this Article 11, but shall not be deemed to be a holder of Membership Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote with respect to such Membership Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership Units, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Non-Managing Member desiring to make an assignment of Membership Units.

Assignees. If the Managing Member withholds Member, in its consent for sole and absolute discretion, does not Consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership LLC Units assigned to such transferee and transferee, the rights to Transfer the Membership LLC Units provided in this Article 11XI, and the right of Redemption provided in Section 8.6, but shall not be deemed to be a holder Member of Membership LLC Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership LLC Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership LLC Units, such transferee shall be subject to all the provisions of this Article 11 XI to the same extent and in the same manner as any Non-Managing Member Members desiring to make an assignment of Membership LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the a Non-Managing Member withholds Member, in its consent sole and absolute discretion, does not provide for the admission of any permitted transferee under Section 11.4(a) as a Substituted Non-Managing Member, as described in Section 11.4 hereof11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership interest Non-Managing Membership Interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of incomeLosses, gain, loss, deduction loss and credit of the Company Recapture Income attributable to the Membership Units assigned to such transferee and the rights to Transfer the Membership Units provided in this Article 11transferee, but shall not be deemed to be a holder of Membership Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership Units on in any matter presented to the Non-Managing Members for approval a vote (such right Membership Units being deemed to Consent or vote, to have been voted on such matter in the extent provided in this Agreement or under the Act, fully remaining with the transferor Membersame proportion as all Membership Units held by Non-Managing Members are voted). In the event that any such transferee desires to make a further assignment of any such Membership Units, such transferee shall be subject to all the provisions of this Article 11 XI to the same extent and in the same manner as any Non-Managing Member desiring to make an assignment of Membership Units.

Assignees. If the Managing Member withholds its Member’s consent is required for the admission of any transferee under Section 11.3 as a Substituted Member, as described in Section 11.4 hereof11.4, and the Managing Member withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership Company Units assigned to such transferee and the rights to Transfer the Membership Company Units provided in this Article 11XI, but shall not be deemed to be a holder of Membership Company Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof 14.1 with respect to a Qualifying Party Member (other than the Managing Member) that becomes a Tendering Partyan Exchanging Member), and shall not be entitled to effect a Consent consent or vote with respect to such Membership Company Units on any matter presented to the Non-Managing Members for approval (such right to Consent consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership Company Units, such transferee shall be subject to all the provisions of this Article 11 XI to the same extent and in the same manner as any Non-Managing Member desiring to make an assignment of Membership Company Units.

Assignees. If the Managing Member withholds its Member’s consent is required for the admission of any transferee under Section 10.3 as a Substituted Member, as described in Section 11.4 hereof10.4, and the Managing Member withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership Company Units assigned to such transferee and the rights to Transfer the Membership Company Units provided in this Article 11X, but shall not be deemed to be a holder of Membership Company Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof 14.1 with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote with respect to such Membership Company Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Non-Managing Member). In the event that any such transferee desires to make a further assignment of any such Membership Company Units, such transferee shall be subject to all the provisions of this Article 11 X to the same extent and in the same manner as any Non-Managing Member desiring to make an assignment of Membership Company Units.

Assignees. If the Managing Member withholds its consent for does not Consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, or in the event that any LLC Interest is deemed to have been Transferred notwithstanding the restrictions set forth in this Article 11, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership Units LLC Interest assigned to such transferee and the rights to Transfer the Membership Units LLC Interest provided in this Article 11, but shall not be deemed to be a holder of Membership Units an LLC Interest for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership Units LLC Interest on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment Transfer of any such Membership UnitsLLC Interest, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Non-Managing Member desiring to make an assignment a Transfer of Membership Unitsa Member Interest.

Assignees. If the Managing Member withholds Member, in its sole and absolute discretion, does not consent for to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership LLC Units assigned to such transferee and transferee, the rights to Transfer the Membership LLC Units provided in this Article 11, and the right of Exchange provided in Section 8.6, but shall not be deemed to be a holder Member of Membership LLC Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership LLC Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership LLC Units, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Non-Managing Member Members desiring to make an assignment of Membership LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member withholds its does not consent for to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereofhereof after compliance by the Non-Managing Member and its transferees of all the requirements set forth in Section 11.3, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership LLC Units assigned to such transferee and transferee, the rights to Transfer the Membership LLC Units provided in this Article 11, and the right of Exchange provided in Section 8.6, but shall not be deemed to be a holder of Membership LLC Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership LLC Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership LLC Units, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Non-Managing Member Members desiring to make an assignment of Membership LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member withholds its Manager’s consent is required for the admission of any transferee under Section 10.3 as a Substituted Member, as described in Section 11.4 hereof10.4, and the Manager withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited liability company interest under the Delaware Act, including the right to receive distributions from the Company and the share of Net IncomeProfits, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership Units assigned to such transferee and the rights to Transfer the Membership Units provided in this Article 11X, but shall not be deemed to be a holder of Membership Units Holder for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof 11.1 with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent consent or vote with respect to such Membership Units on any matter presented to the Non-Managing Members for approval (such right to Consent consent or vote, to the extent provided in this Agreement or under the Delaware Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership Units, such transferee shall be subject to all the provisions of this Article 11 X to the same extent and in the same manner as any Non-Managing Member desiring to make an assignment of Membership Units.

Assignees. If the Managing Member withholds its Member’s consent is required for the admission of any transferee as a Substituted Member, as described in Section 11.4 hereof, and the Managing Member withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership Units assigned to such transferee and the rights to Transfer the Membership Units provided in this Article 11, but shall not be deemed to be a holder of Membership Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote with respect to such Membership Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership Units, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Non-Managing Member desiring to make an assignment of Membership Units.

Assignees. If the Managing Member withholds its consent for the admission of any transferee Unless admitted as a Substituted Substitute Member, no Transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as described provided in this Section 11.4 hereof12.4. If any Transferee, including any permitted Transferee under Section 12.1, is not admitted as a Substitute Member in accordance with the provisions of Section 12.3, such transferee Transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership Member's interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Profits and Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership Units Interests assigned to such transferee Transferee, and the rights to Transfer transfer the Membership Units Interests provided in this Article 11Article, but shall not be deemed to be a holder of a Membership Units for Interests or any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to vote or otherwise to effect a Consent or vote consent with respect to such Membership Units Interests on any matter presented to the Non-Managing Members for approval (such power and right to Consent or vote, to the extent provided in this Agreement or under the Act, fully make such consents remaining with the transferor Transferor Member). In the event that any such transferee Transferee desires to make a further assignment of any such Membership UnitsInterests, such transferee Transferee shall be subject to all the provisions of this Article 11 12 to the same extent and in the same manner as any Non-Managing Member desiring to make an assignment of Membership UnitsInterests.

Assignees. If the Managing Member withholds its Member’s consent is required for the admission of any transferee under Section 10.2 as a Substituted Member, as described in Section 11.4 hereof10.3, and the Managing Member withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership Company Units assigned to such transferee and the rights to Transfer the Membership Company Units provided in this Article 11X, but shall not be deemed to be a holder of Membership Company Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof 14.1 with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote with respect to such Membership Company Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership Company Units, such transferee shall be subject to all the provisions of this Article 11 X to the same extent and in the same manner as any Non-Managing Member desiring to make an assignment of Membership Company Units.

Assignees. If the Managing Member withholds Member, in its sole and absolute discretion, does not consent for to the admission of any permitted transferee under Section 11.4(a) as a Substituted Nonmanaging Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this AgreementAgreement unless there is a risk that recognition of such Assignee might cause the Company to be treated as a publicly traded partnership under the Code, in which case the Managing Member may refuse to recognize any rights of such Assignee. An Assignee shall be entitled to all the rights of an assignee of a membership limited partnership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of incomeLosses, gain, loss, deduction loss and credit of the Company Recapture Income attributable to the Membership Company Units assigned to such transferee and the rights to Transfer the Membership Units provided in this Article 11transferee, but shall not be deemed to be a holder of Membership Company Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership Company Units on in any matter presented to the Non-Managing Nonmanaging Members for approval a vote (such right Company Units being deemed to Consent or vote, to have been voted on such matter in the extent provided in this Agreement or under the Act, fully remaining with the transferor Membersame proportion as all Company Units held by Nonmanaging Members are voted). In the event that any such transferee desires to make a further assignment of any such Membership Company Units, such transferee shall be subject to all the provisions of this Article 11 XI to the same extent and in the same manner as any Non-Managing Nonmanaging Member desiring to make an assignment of Membership Company Units.

Assignees. If the Managing Member withholds Member, in its sole and absolute discretion, does not consent for to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership LLC Units assigned to such transferee and transferee, the rights to Transfer the Membership LLC Units provided in this Article 11, and the right of Redemption provided in Section 8.6, but shall not be deemed to be a holder Member of Membership LLC Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership LLC Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership LLC Units, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Non-Managing Member Members desiring to make an assignment of Membership LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member withholds Member, in its sole and absolute discretion, does not consent for to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership LLC Units assigned to such transferee and transferee, the rights to Transfer the Membership LLC Units provided in this Article 11, and the right of Exchange provided in Section 8.6, but shall ---------- not be deemed to be a holder of Membership LLC Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership LLC Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership UnitsLLC ▇▇▇▇▇, such transferee shall be subject to all the provisions of this Article 11 to the ---------- same extent and in the same manner as any Non-Managing Member Members desiring to make an assignment of Membership LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If upon the Transfer of its LLC Units, the transferring Non-Managing Member withholds its consent for does not substitute the admission of any transferee as a Member in its place as a Substituted Member, Member as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership LLC Units assigned to such transferee and transferee, the rights to Transfer the Membership LLC Units provided in this Article 11, and the right of Exchange provided in Section 8.6, but shall not be deemed to be a holder Member of Membership LLC Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership LLC Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership LLC Units, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Non-Managing Member Members desiring to make an assignment of Membership LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member withholds its Manager’s consent is required for the admission of any transferee under Section 11.2 hereof as a Substituted Member, as described in Section 11.4 11.3 hereof, and the Manager withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership Units assigned to such transferee and the rights to Transfer the Membership Units provided in this Article 11, but shall not be deemed to be a holder of Membership Units for any other purpose under this Agreement Agreement, (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote with respect to such Membership Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership Units, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Non-Managing Member desiring to make an assignment of Membership Units.

Assignees. If the Managing Member withholds its Member’s consent is required for the admission of any transferee under Section 11.2 as a Substituted Member, as described in Section 11.4 hereof11.3, and the Managing Member withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership Units assigned to such transferee and the rights to Transfer the Membership Units provided in this Article 11, but shall not be deemed to be a holder of Membership Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Transferring Member). In the event that any such transferee desires to make a further assignment of any such Membership Units, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Non-Managing Member desiring to make an assignment of Membership Units.

Assignees. If upon the Transfer of its LLC Units, the transferring Non-Managing Member withholds its consent for does not substitute the admission of any transferee as a Member in its place as a Substituted Member, Member as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership LLC Units assigned to such transferee and transferee, the rights to Transfer the Membership LLC Units provided in this Article 11, and the right of Redemption provided in Section 8.6, but shall not be deemed to be a holder Member of Membership LLC Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership LLC Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership LLC Units, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Non-Managing Member Members desiring to make an assignment of Membership LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member withholds Member, in its sole and absolute discretion, does not consent for to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership LLC Units assigned to such transferee and transferee, the rights to Transfer the Membership LLC Units provided in this Article 11, and the right of Exchange provided in Section 8.6, but shall ---------- not be deemed to be a holder of Membership LLC Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership LLC Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership LLC Units, such transferee shall be subject to all the provisions of this Article 11 to the same ---------- extent and in the same manner as any Non-Managing Member Members desiring to make an assignment of Membership LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If Unless and until a Partnership Interest transferee (including, without limitation, a transferee meeting the Managing Member withholds its consent requirements provided for in Section 11.3) is admitted to the admission of any transferee Partnership as a Substituted Member, as described in Limited Partner pursuant to Section 11.4 hereof11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited partnership interest under the Act, including the right to receive distributions from the Company Partnership and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Company Partnership attributable to the Membership Partnership Units assigned to such transferee and transferee, the rights to Transfer the Membership Partnership Units provided in this Article 11, and the right of Exchange provided in Section 8.6, but shall not be deemed to be a holder Partner of Membership Partnership Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership Partnership Units on any matter presented to the Non-Managing Members Partners for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor MemberPartner). In the event that any such transferee desires to make a further assignment of any such Membership Partnership Units, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Non-Managing Member Partners desiring to make an assignment of Membership Partnership Units. The General Partner shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member withholds its Member’s consent is required for the admission of any transferee under Section 11.3 as a Substituted Member, as described in Section 11.4 hereof11.4, and the Managing Member withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership Company Units assigned to such transferee and the rights to Transfer the Membership Company Units provided in this Article 11XI, but shall not be deemed to be a holder of Membership Company Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof 14.1 with respect to a Qualifying Party Member (other than PubCo) that becomes a Tendering Partyan Exchanging Member), and shall not be entitled to effect a Consent consent or vote with respect to such Membership Company Units on any matter presented to the Non-Managing Members for approval (such right to Consent consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership Company Units, such transferee shall be subject to all the provisions of this Article 11 XI to the same extent and in the same manner as any Non-Managing Member desiring to make an assignment of Membership Company Units.

Assignees. If the Managing Member withholds its Board does not consent for under Section 9.3 hereof to the admission of any transferee in a Transfer consented to by the Board under Section 9.1 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited liability company interest under the Act, including including, without limitation, the right to receive distributions distributions, guaranteed payments, indemnity payments, and other payments from the Company and the share of Net Income, Net Losses Losses, and other items of income, gain, loss, deduction deduction, and credit of the Company attributable to the Membership Units assigned to such transferee and the rights to Transfer the Membership Units provided in this Article 119, but shall not be deemed to be a holder of Membership Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent consent or vote with respect to such Membership Units on any matter presented to the Non-Managing Members for approval (such right to Consent consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership Units, such transferee shall be subject to all the provisions of this Article 11 9 to the same extent and in the same manner as any Non-Managing Member Members desiring to make an assignment of Membership Units.

Assignees. If the Managing Member withholds its Members, in their sole and absolute discretion, do not consent for to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership LLC Units assigned to such transferee and transferee, the rights to Transfer the Membership LLC Units provided in this Article 11, and the right of Exchange provided in Section 8.6, but shall not be deemed to be a holder of Membership LLC Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership LLC Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership LLC Units, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Non-Managing Member Members desiring to make an assignment of Membership LLC Units. The Managing Members shall have no liability under any circumstance with respect to any Assignee as to which they do not have notice.

Assignees. If the Managing Member withholds Board, in its sole and absolute discretion, does not consent for to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net IncomeProfits, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership Units assigned to such transferee and transferee, the rights to Transfer the Membership Units provided in this Article 11XI, and the right of Exchange provided in Section 8.5, but shall not be deemed to be a holder of Membership Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent consent or vote with respect to such Membership Units on any matter presented to the Non-Managing Members for approval (such right to Consent consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership Units, such transferee shall be subject to all the provisions of this Article 11 XI to the same extent and in the same manner as any Non-Managing Member Members desiring to make an assignment of Membership Units. The Board shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Operating Managing Member withholds its Member’s consent is required for the admission of any transferee under Section 11.2 hereof as a Substituted Member, as described in Section 11.4 11.3 hereof, and the Operating Managing Member withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership Units assigned to such transferee and the rights to Transfer the Membership Units provided in this Article 11, but shall not be deemed to be a holder of Membership Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote with respect to such Membership Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership Units, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Non-Managing Member desiring to make an assignment of Membership Units.

Assignees. If upon the Transfer of its LLC Units, the transferring Non-Managing Member withholds its consent for does not substitute the admission of any transferee as a Member in its place as a Substituted Member, Member as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership LLC Units assigned to such transferee and transferee, the rights to Transfer the Membership LLC Units provided in this Article 11, and the right of Exchange provided in Section 8.6, ---------- but shall not be deemed to be a holder Member of Membership LLC Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership LLC Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership LLC Units, such transferee shall be subject to all the provisions of this Article 11 to ---------- the same extent and in the same manner as any Non-Managing Member Members desiring to make an assignment of Membership LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing Member withholds Member, in its sole and absolute discretion, does not consent for to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership limited liability company interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses Loss and other items of income, gain, loss, deduction and credit of the Company attributable to the Membership LLC Units assigned to such transferee and transferee, the rights to Transfer the Membership LLC Units provided in this Article 11, and the right of Exchange provided in Section 8.6, but shall not be deemed to be a holder of Membership LLC Units for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party)Agreement, and shall not be entitled to effect a Consent or vote with respect to such Membership LLC Units on any matter presented to the Non-Managing Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further assignment of any such Membership LLC Units, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Non-Managing Member Members desiring to make an assignment of Membership LLC Units. The Managing Member shall have no liability under any circumstance with respect to any Assignee as to which it does not have notice.