Transferred Unit definition
Examples of Transferred Unit in a sentence
Any transferee of all or a portion of a Unit (whether or not admitted as a Substituted Member) shall take subject to and assume, by operation of Law or express agreement, all of the obligations of the transferor Member under this Agreement with respect to such Transferred Unit.
Notwithstanding the foregoing, any transferee of any Transferred Unit shall be subject to any and all ownership limitations contained in the Charter that may limit or restrict such transferee’s ability to exercise its Exchange Rights.
Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the Transferred Unit.
Upon a Transfer of all or part of a Member’s Units in accordance with Article 9, the transferee shall succeed to the Capital Account of the transferor Member to the extent that is attributable to the Transferred Unit.
The Company is under no obligation at any time to aid Transferor or Transferee in establishing the value of the Transferred Unit for any purpose.
Notwithstanding the foregoing, in the event that a Participant shall suffer an Involuntary Termination or Constructive Termination from the Transferred Unit within the time period after completion of the Divestiture specified in the applicable Schedule, such Participant shall be entitled to receive the benefits specified in Sections 3.1 and 3.3 hereof (subject to the terms and conditions of this Plan, including Sections 3.8 and 3.10 hereof).
Assignor hereby sells, assigns, conveys, transfers and delivers to Assignee, and Assignee hereby purchases and assumes from Assignor, all of the rights, benefits, obligations and liabilities that Assignor has in the Ownership Agreement in respect of the Transferred Unit 2 Ownership Interest.
Seller represents and warrants to Buyer that (a) it is duly authorized to execute and deliver this ▇▇▇▇ of Sale and (b) it has good and marketable title to the Transferred Unit 2 Ownership Interest, free and clear of all Liens other than those specified in paragraphs (a) through (f) of the definition of Permitted Encumbrances.
At the closing (a) the Seller will deliver to Purchaser certificates representing the Transferred Units, if applicable, duly endorsed (or accompanied by duly executed Transferred Unit transfer forms), for transfer to Purchaser, and (b) Purchaser will deliver to Seller the amount set forth on Seller’s signature page hereto (the “Purchase Price”).
Each Transferee (who is not already a Unit 1 Owner) shall be subject to all of the obligations and liabilities of the Unit 1 Owners and shall enjoy all of the rights and benefits of the Unit 1 Owners to the extent of its Transferred Unit 1 Facility Ownership Interest, as provided for in this Agreement, effective as of the date each such Transferee becomes a Unit 1 Owner in accordance with the terms and conditions of this Article XIII.