Effect of Assignment; Documents. In the event of any Transfer permitted hereunder of a direct interest in the Company, subject to Article VIII, the Company shall not be dissolved but instead shall continue as before, with, however, the addition or substitution of such transferee or assignee as a Member of the Company. No such Transfer shall relieve the assignor from any of its obligations under this Agreement. Notwithstanding the foregoing, as a condition to any such Transfer by a Member of a direct interest in the Company (including any Class A Preferred Units), the assignee must execute and deliver to the Company an assumption (in form reasonably satisfactory to the non-assigning members) of all the obligations of the assignor under this Agreement arising from and after the date of such assignment. Upon execution and delivery of such assumption, the Members shall execute a document in form reasonably satisfactory to all Members evidencing the admission of such transferee. Admission of a substituted Member shall become effective on the date such Person’s name is recorded on the books and records of the Company.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Emeritus Corp\wa\), Limited Liability Company, Agreement of Purchase and Sale
