Effect of Permitted Transfer. Any Transfer of a Membership Interest that complies with Section 3.4(a) and Section 3.4(b) shall be effective to assign the right to become a Member, and, without the need for any action or Consent of any other Person, a Transferee of such Membership Interest shall automatically be admitted as a Member upon such Transferee’s delivery to the Managing Member of an executed customary joinder agreement prepared by the Company. As a condition to the Company’s obligation to effect a Transfer permitted hereunder, any Transferee of Membership Interests shall be required to (i) become a party to this Agreement as a Member and shall have the rights and obligations of a Member hereunder, (ii) expressly assume all liabilities and obligations of the Transferring Member (or its applicable Affiliates) to the Company or the other Members and (iii) if the Transferee is to be admitted to the Company as a new Member, acknowledge the representations and warranties in Section 3.3 are true and correct with respect to such Transferee as of the date such Person is to become a Member. Each Transfer is effective against the Company as of the first Business Day following delivery of the joinder agreement to the Company.
Effect of Permitted Transfer. Subject to the terms of this Article II and the Shareholders Agreement (including Section 4.1(c) of the Shareholders Agreement), a Permitted Transferee of a member shall be substituted for and shall enjoy the same rights and be subject to the same obligations as the transferring member hereunder with respect to the shares Transferred to such Permitted Transferee.
Effect of Permitted Transfer. Any transfer of a Membership Interest that complies with this Agreement shall be effective to assign the right to become a Member, and, without the need for any action or consent of any other Person, a transferee of such Membership Interest shall automatically be admitted as a Member upon execution of an agreement agreeing to be bound by the terms and subject to the conditions of this Agreement. As a condition to the Company’s obligation to effect a transfer permitted hereunder, any transferee of Membership Interests shall be required to become a party to this Agreement as a Member, and shall have all the rights and obligations of a Member hereunder, by executing an Adoption Agreement in such form that is satisfactory to the Managing Member.
Effect of Permitted Transfer. Consent to any particular Transfer shall not be deemed to be consent to any other Transfer or a waiver of the requirement that consent be obtained in the case of any other Transfer. Upon any Transfer by Tenant or Manager permitted under this ARTICLE VIII or consented to by the other Party, the transferor shall be relieved of all liabilities and obligations under this Agreement accruing from and after the effective date of such Transfer.
Effect of Permitted Transfer. Upon consummation of any Transfer of Units made in accordance with the provisions of this Agreement, (a) the Transferee shall be admitted as a Member (if not already a Member) and for purposes of this Agreement, such Transferee shall be deemed a Member with respect to such Transferred Units, (b) the Transferred Units shall continue to be subject to all the provisions of this Agreement and (c) the Capital Account (or applicable portion thereof in the case of a Transfer of less than all of a Transferor’s Units) of the Transferor shall be Transferred to the name of such Transferee at the close of business on the effective date of such Transfer (the “Effective Transfer Time”). Unless the Transferor and Transferee otherwise agree in writing, and give written notice of such agreement to the Company at least five (5) days prior to such Effective Transfer Time, all distributions declared to be payable to the Transferor at or prior to such Effective Transfer Time shall be made to the Transferor. No Transfer shall relieve the Transferor (or any of its Affiliates) of any of their obligations or liabilities under this Agreement arising prior to the closing of the consummation of such Transfer.
Effect of Permitted Transfer. In the event a Member Transfers all or any part of its Units in the Company pursuant to this Agreement, the Company shall continue and the transferee of such Units shall be admitted to the Company as a Member subject to the same obligations, with the same Units and Percentage Share in the Company, and with the same rights in and to the capital, profits, losses and distributions of the Company as the transferring Member had with respect to the Units so Transferred; provided, however, that the transferee shall be subject to all of the terms and conditions of this Agreement and shall promptly execute and deliver such documents as requested by the Board of Directors and as may be necessary or appropriate, in the opinion of counsel for the Company, to evidence the transferee's consent to be bound by such terms and conditions; and provided, further, that if such Transfer is a pledge or other encumbrance of Units in the Company, then such transferee shall not become a substituted Member and shall only be an assignee.
Effect of Permitted Transfer. Upon consummation of any Permitted Transfer of an Interest in accordance with the provisions of this Agreement, (a) the Permitted Transferee shall be admitted as a Partner (if not already a Partner) and for purposes of this Agreement such Permitted Transferee shall be deemed a Partner, (b) the Transferred Interest shall continue to be subject to all the provisions of this Agreement, and (c) the Permitted Transferee shall succeed to the Transferor’s Capital Account balance at the close of business on the effective date of such Permitted Transfer. No Permitted Transfer shall relieve the Transferor of any of its obligations or liabilities under this Agreement arising prior to the closing of the consummation of such Permitted Transfer, and the Transferor shall continue to remain liable for the performance of any obligations arising under this Agreement of any Affiliate to which it Transfers its Interest pursuant to Section 7.2(b).
Effect of Permitted Transfer. Any Permitted Transferee must satisfy and comply with all requirements of a transferee of a Working Interest under any applicable Operating Agreement. Any Permitted Transferee to which any Asset Interests are Transferred hereunder shall be bound by, and sign on to and join, this Agreement, and shall become a Party for all purposes hereof and be bound by all provisions to which the Party that Transferred Asset Interests to it was or remains bound, provided that if a Permitted Transferee does not acquire all or substantially all Asset Interests of a Transferring Party hereunder, then it should obtain no rights under Article III. No Transfer of an Asset Interest shall relieve the Transferring Party of any obligations accruing prior to such Transfer under this Agreement or the applicable Operating Agreement. In a Foreclosure Transfer with respect to the Asset Interests of UnSub (a “Qualified Foreclosure Transfer”), the UnSub Agent or any designated special purpose vehicle established by the UnSub Agent, and in each case, any Permitted Transferee thereof (the “Qualified Foreclosure Transferee”) (a) shall be bound by, and sign on to and join, this Agreement, (b) shall
Effect of Permitted Transfer. If there is a Transfer of a Participant’s entire Participating Interest (except a Transfer to an Affiliate), and subject to compliance with this Article 15, then such Transferring Participant shall have no further interest in the Joint Venture or the Joint Venture Property and such Transferring Participant shall have no further rights or obligations under this Agreement except the obligations under Article 19, provided that no Transfer shall relieve the Transferring Participant of Liability under this Agreement for matters arising or events occurring prior to the completion of the Transfer unless the transferee has, in the instruments required by Section 15.5, irrevocably assumed all Liabilities of the Transferring Participant under this Agreement for such matters arising or events occurring prior to the completion of the Transfer, and the non-transferring Participant has consented to such assumption.
Effect of Permitted Transfer. Any Transfer of a Membership Interest that complies with this Agreement shall be effective to assign the right to become a Member, and, without the need for any action or consent of any other Person, a transferee of such Membership Interest shall automatically be admitted as a Member upon its execution of a Joinder Agreement. As a condition to the Company’s obligation to effect a Transfer permitted hereunder, any transferee of Membership Interests shall be required to become a party to this Agreement as a Member, and shall have all the rights and obligations of a Member hereunder, by executing a Joinder Agreement in the form of Exhibit A or in such other form that is satisfactory to the Board of Managers.
