Common use of Assignments Clause in Contracts

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 37 contracts

Samples: Limited Liability Company Agreement (Safeway Stores 42, Inc.), Limited Liability Company Agreement (Safeway Stores 42, Inc.), Limited Liability Company Agreement (Safeway Stores 42, Inc.)

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Assignments. The Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 29 contracts

Samples: Limited Liability Company Agreement (Santander Drive Auto Receivables LLC), Limited Liability Company Agreement (Santander Drive Auto Receivables LLC), Limited Liability Company Agreement (Santander Drive Auto Receivables LLC)

Assignments. The Subject to Section 24, the Member may assign in whole or in part all of its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2122, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 21 contracts

Samples: Limited Liability Company Agreement (Nissan Master Owner Trust Receivables), Limited Liability Company Agreement (Bank One Auto Securitization LLC), Limited Liability Company Agreement (Capital One Auto Receivables LLC)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 2322, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2120, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 15 contracts

Samples: Operating Agreement (Pinnacle Towers III LLC), Limited Liability Company Agreement (Pinnacle Towers III LLC), Limited Liability Company Agreement (Pinnacle Towers III LLC)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23ARTICLE XIX, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 15 contracts

Samples: Limited Liability Company Operating Agreement (Dynegy Power, LLC), Limited Liability Company Operating Agreement (Dynegy Power, LLC), Limited Liability Company Operating Agreement (Dynegy Morro Bay, LLC)

Assignments. The Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 13 contracts

Samples: Limited Liability Company Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Limited Liability Company Agreement (Discover Funding LLC), Limited Liability Company Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

Assignments. The Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the CompanyCompany with notification to each Rating Agency. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (Usaa Acceptance LLC), Limited Liability Company Agreement (Usaa Acceptance LLC), Limited Liability Company Agreement (Usaa Acceptance LLC)

Assignments. The Economic Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2122, the transferee shall be admitted to the Company as a member of the Company 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 If the Economic Member transfers all of its limited liability company interest in the Company pursuant to this Section 20, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Economic Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Economic Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Economic Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (Toys R Us Property Co I, LLC), Limited Liability Company Agreement (Tru 2005 Re I, LLC), Limited Liability Company Agreement (Toys R Us Property Co I, LLC)

Assignments. The Subject to Section 25, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2123, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (Fifth Third Holdings Funding, LLC), Limited Liability Company Agreement (Fifth Third Holdings Funding, LLC), Limited Liability Company Agreement (Fifth Third Holdings Funding, LLC)

Assignments. The Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the a Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolutionAgreement.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (Sce Funding LLC), Limited Liability (Sdg&e Funding LLC a De Limited Liability Co), Limited Liability Company Agreement (Pg&e Funding LLC)

Assignments. The Member may assign in whole or in part its limited liability company interest Membership Interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company Membership Interest pursuant to this Section 218.1, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Assignments. The Member may assign in whole or in part its limited liability company interest Membership Interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest Membership Interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger merger, conversion or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger merger, conversion or consolidation shall not constitute an assignment for purposes of this Agreement Agreement, and the Company shall continue without dissolution.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (OHI Asset (CT) Lender, LLC), Limited Liability Company Agreement (OHI Asset (CT) Lender, LLC), Limited Liability Company Agreement (OHI Asset (CT) Lender, LLC)

Assignments. The Member A member may assign in whole or in part its limited liability company interest Membership Interest in the Company. Subject to Section 23, if the Member If a member transfers all of its limited liability company interest in the Company Membership Interest pursuant to this Section 218.1, the transferee shall be admitted to the Company as a member of the Company 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 Member such member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member a member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member a member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Assignments. The Subject to the terms of the Loan Documents and this Section 8.l(a), the Member may assign in whole or in part its limited liability company interest Membership Interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company Membership Interest pursuant to this Section 218.1, the transferee shall be admitted to the Company as a member of the Company 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, and the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Assignments. The Subject to the provisions set forth in the Loan Agreement, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all transferee of its a limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Loan Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23Article XXII, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21Article XX, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 5 contracts

Samples: Limited Liability Company Operating Agreement (Dynegy Morro Bay, LLC), Limited Liability Company Operating Agreement (Dynegy Morro Bay, LLC), Limited Liability Company Operating Agreement (Dynegy Morro Bay, LLC)

Assignments. The Subject to Section 23, the Member may assign in whole or in part its ---------- limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the ---------- Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Bond Securitization LLC), Limited Liability (Amsouth Auto Receivables LLC), M&i Dealer Auto Securitization LLC

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23ARTICLE XXI, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21ARTICLE XIX, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 4 contracts

Samples: Limited Liability Company Operating Agreement (Dynegy Morro Bay, LLC), Dynegy Morro Bay, LLC, Dynegy Morro Bay, LLC

Assignments. The Subject to Section 8.03, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21Section, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Wachovia Card Receivables LLC), Limited Liability Company Agreement (Wachovia Education Loan Funding LLC), Liability Company Agreement (Pooled Auto Securities Shelf LLC)

Assignments. The Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the The transferee shall be admitted to the Company as a member of the Company 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 If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 3 contracts

Samples: Limited Liability Company Operating Agreement (American Capital Strategies LTD), Limited Liability Company Operating Agreement (American Capital Strategies LTD), Limited Liability Company Operating Agreement (American Capital Strategies LTD)

Assignments. The Subject to Section 8.03, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21Section, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the a Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Carmax Auto Funding LLC), Limited Liability Company Agreement (Bear Stearns Asset Backed Securities I LLC), Limited Liability Company Agreement (Carmax Auto Funding LLC)

Assignments. The a. Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the a Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 3 contracts

Samples: Limited Liability Company Operating Agreement (SLM Education Credit Funding LLC), Limited Liability Company Operating Agreement (SLM Education Credit Funding LLC), Limited Liability Company Operating Agreement (SLM Education Credit Funding LLC)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 2322, if the a Member transfers all of its limited liability company interest in the Company pursuant to this Section 2120, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 3 contracts

Samples: Vehicle Title Nominee Agreement (Hertz Corp), Vehicle Title Nominee Agreement (Hertz Corp), Collateral Agency Agreement (Hertz Global Holdings Inc)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2120, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Cedar Shopping Centers Inc), Limited Liability Company Agreement (Cedar Shopping Centers Inc), Limited Liability Company Agreement (Cedar Shopping Centers Inc)

Assignments. The Member may assign in whole or in part its limited liability company interest in the CompanyCompany so long as the Rating Agency Condition with respect to each Series of Notes that is rated by a Rating Agency is satisfied. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 2 contracts

Samples: Limited Liability (Zipcar Inc), Limited Liability Company Agreement (Zipcar Inc)

Assignments. The A Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23ARTICLE XIX, if the a Member transfers all of its limited liability company interest in the Company pursuant to this Section 21ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the a Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Dynegy Power, LLC), Limited Liability Company Operating Agreement (Dynegy Power, LLC)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (American Express Receivables Financing Corp VIII LLC), Limited Liability Company Agreement (American Express Issuance Trust)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 2321, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2119, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (University Club, Inc. (FL)), Limited Liability Company Agreement (University Club, Inc. (FL))

Assignments. The Subject to Section 25, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee Such assignee shall be admitted to the Company as a member of the Company 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 If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 23, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bank of America Auto Receivables Securitization, LLC), Limited Liability Company Agreement (Bank of America Auto Receivables Securitization, LLC)

Assignments. The Subject to the terms of this Section 8.l (a), the Member may assign in whole or in part its limited liability company interest Membership Interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company Membership Interest pursuant to this Section 218.1, the transferee shall be admitted to the Company as a member of the Company 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, and the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Assignments. The Subject to Section 19(c), the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2119, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger merger, conversion or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger merger, conversion or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 2 contracts

Samples: Connection and Access Agreement (CorEnergy Infrastructure Trust, Inc.), Connection and Access Agreement (Energy XXI LTD)

Assignments. The Subject to Section 22, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the If any Member transfers all of its limited liability company interest in the Company pursuant to this Section 21paragraph, the transferee shall be admitted to the Company as a member of the Company 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 before the transfer and, immediately following after such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents consolidation, shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolutionAgreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (J.M. Tull Metals Company, Inc.), Limited Liability Company Agreement (Ryerson International Material Management Services, Inc.)

Assignments. The Subject to Section 20, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2119, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Allegheny Energy Inc), Limited Liability Company Agreement (Allegheny Energy Inc)

Assignments. The Subject to Section 24, the Member may assign in whole or in part all of its limited liability ---------- company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2122, the ---------- transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bond Securitization LLC), Limited Liability Company Agreement (Bond Securitization LLC)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 , and if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Dryrock Issuance Trust), Limited Liability Company Agreement (Dryrock Issuance Trust)

Assignments. The Subject to Section 24 of this Agreement, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2122, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (SunTrust Mortgage Securitization, LLC), Limited Liability Company Agreement (SunTrust Real Estate Trust, LLC)

Assignments. The Subject to SECTION 23, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section SECTION 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (World Financial Network Credit Card Master Trust)

Assignments. The Each Member may assign or transfer in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the If a Member assigns or transfers all of its limited liability company interest in the Company pursuant to this Section 2112, the transferee shall be admitted to the Company as a member of the Company 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 upon the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member Members by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member Members hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Purchase Agreement (Victory Acquisition Corp)

Assignments. The Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolutionAgreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Cherokee Inc)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 2321, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2119, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement Agreement, and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (University Club, Inc. (FL))

Assignments. The Member may assign in whole or in part its limited liability company interest in the Companyinterest. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the The transferee shall be admitted to the Company as a member of the Company 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 If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 15, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company; provided, HOWEVER, that so long as any Obligation remains outstanding, the Member may not assign all or any portion of its limited liability company interest in the Company. Subject to Section SECTION 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section SECTION 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (E Loan Inc)

Assignments. The Member Subject to Section 24, the Members may assign in whole or in part its all of their limited liability company interest in the Company. Subject to Section 23, if the If any Member transfers all of its limited liability company interest in the Company pursuant to this Section 2122, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Stanwich Asset Acceptance CO LLC)

Assignments. The Subject to Section 22, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2120, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Key Bank Usa National Association)

Assignments. The Member Subject to SECTION 24, the Members may assign in whole or in part its all of their limited liability company interest in the Company. Subject to Section 23, if the If any Member transfers all of its limited liability company interest in the Company pursuant to this Section 21SECTION 22, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Taconic Asset Acceptance Company, L.L.C.)

Assignments. The Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents documents set forth in Section 7(a)(i) shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Cluett American Corp)

Assignments. The (a) Subject to Section 22 and, so long as any Obligation is outstanding, any transfer restrictions contained in the Transaction Documents, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 2322, if the Member transfers all transferee of its a limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 20, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Capital Trust Inc)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the The transferee shall be admitted to the Company as a member of the Company 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 If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 20, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Endurance International Group, Inc.)

Assignments. The Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.and

Appears in 1 contract

Samples: Limited Liability Company Agreement (Fleet Home Equity Loan Corp)

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Assignments. The Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic applicable Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolutionAgreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Dealer Auto Receivables Co LLC)

Assignments. The Subject to Section 19, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2118, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Allegheny Energy Inc)

Assignments. The Subject to Section 22 and the Basic Documents, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2120, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (ElderTrust Operating Limited Partnership)

Assignments. The (a) Subject to Sections 22 and 23, each Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the If a Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member Member of the Company 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 Member shall cease to be a member Member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the a Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (BLG Securities Company, LLC)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2122, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability (Fixed Income Client Solutions LLC)

Assignments. The Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic applicable Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.Member

Appears in 1 contract

Samples: Limited Liability (NCT Funding Co LLC)

Assignments. The A Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the a Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the a Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.. Section 22. [Intentionally Omitted]

Appears in 1 contract

Samples: Limited Liability Company Agreement (Safeway Stores 42, Inc.)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2124, the transferee shall be admitted to the Company as a member Member of the Company 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 If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 22, the admission of the transferee shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents this Agreement shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Oncor Electric Delivery Co LLC)

Assignments. The Each Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 2329, if the a Member transfers all of its limited liability company interest in the Company pursuant to this Section 2120, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the such Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bref Hr, LLC)

Assignments. The Member Members may assign in whole or in part its their limited liability company interest interests in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the Any such transferee shall be admitted to the Company as a member of the Company 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 If a Member transfers all of its limited liability company interest in the Company, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further actaction, be the a Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.. 8.3

Appears in 1 contract

Samples: Limited Liability Company Agreement (Jefferies Group LLC)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, and, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2118, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation or otherwise in compliance with the Basic Documents shall, without further act, be the Member hereunderunder this Agreement, and such merger or consolidation occurrence shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Assignments. The Subject to Section 17(c), the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2117, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger merger, conversion or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger merger, conversion or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Dell Inc)

Assignments. The Subject to Section 22 and the Loan Documents, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2120, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (ElderTrust Operating Limited Partnership)

Assignments. The Subject to the terms of the Loan Documents and this Section 8.l(a), the Member may assign in whole or in part its limited liability company interest Membership Interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company Membership Interest pursuant to this Section 218.1, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Assignments. The Member Members may assign in whole or in part its their limited liability company interest interests in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the Any such transferee shall be admitted to the Company as a member of the Company 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 If a Member transfers all of its limited liability company interest in the Company, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further actaction, be the a Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Jefferies Group LLC)

Assignments. The Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the The transferee shall be admitted to the Company as a member of the Company 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 If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Porsche Auto Funding LLC)

Assignments. The Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all transferee of its a limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Wachovia Mortgage Loan Trust, LLC)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 2322, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21paragraph, the transferee shall be admitted to the Company as a member of the Company 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 before the transfer and, immediately following after such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolutionAgreement.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Capmark Finance Inc.)

Assignments. The Subject to SECTION 23, the Economic Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Economic Member transfers all of its limited liability company interest in the Company pursuant to this Section SECTION 21, the transferee shall be admitted to the Company as a member of the Company 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 Economic Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Economic Member by merger or consolidation in compliance with the Basic Transaction Documents shall, without further act, be the Economic Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (World Financial Network Credit Card Master Trust)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (NovaStar Certificates Financing LLC)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Dynegy Morro Bay, LLC)

Assignments. The Subject to Section 23, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all or any part of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the CompanyCompany with respect to the portion, whether in whole or in part, of its limited liability company interest transferred to the transferee. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Liability Company Agreement (PG&E Energy Recovery Funding LLC)

Assignments. The Subject to SECTION 23, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if If the Member transfers all of its limited liability company interest in the Company pursuant to this Section SECTION 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (American Capital Strategies LTD)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all transferee of its a limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 If Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (MacKenzie Realty Capital, Inc.)

Assignments. The (a) Each Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 2321, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2119, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any Any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the a Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Operating Agreement

Assignments. The A Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the a Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the a Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Safeway Stores 42, Inc.)

Assignments. The Economic Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2122, the transferee shall be admitted to the Company as a member of the Company 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 If the Economic Member transfers all of its limited liability company interest in the Company pursuant to this Section 20, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Economic Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Economic Member by merger or consolidation in compliance with the Basic Secured Debt Documents shall, without further act, be the Economic Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Toys R Us Property Co II, LLC)

Assignments. The (a) Subject to Section 23 and any transfer restrictions contained in the Loan Documents, the Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any Any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Assignments. The Subject to Section 23, a Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the If a Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the a Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be a Member hereunder and the Member hereunderCompany shall continue without dissolution, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolutionAgreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Sierra Pacific Power Co)

Assignments. (a) The Member may assign in whole or in part its limited liability company interest in the Company, provided, however, that, so long as any of the Obligations shall be outstanding, any such assignment shall be subject to any restrictions contained in the Transaction Documents. Subject to Section 23, if the Member transfers all or part of its limited liability company interest in the Company pursuant to this Section 21, the transferee shall be admitted to the Company as a member of the Company 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 Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (APX Group Holdings, Inc.)

Assignments. The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, if the Member transfers all of its limited liability company interest in the Company pursuant to this Section 2124, the transferee shall be admitted to the Company as a member Member of the Company 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 If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 22, the admission of such transferee shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents this Agreement shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Energy Future Holdings Corp /TX/)

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