Assignees of Diller Common Interests. Any holder of a beneficial interest in Com▇▇▇ ▇▇terests that shall have received such interest as an assignee of Diller pursuant to Section 2.07 of the Transaction Agreement hereby ▇▇▇▇▇ocably appoints Diller (or his executor, administrator or trustee, as the case may ▇▇) ▇▇ its or his designated representative for all purposes under this Agreement and agrees (except to the extent otherwise provided in Section 4.02) that (a) any action taken or waived by, or binding upon, Diller (or his executor, administrator or trustee, as the case may ▇▇) ▇▇th respect to Diller's Common Interests (including the provisions set forth in Se▇▇▇▇▇ ▇▇.03) shall be deemed taken or waived by, and binding upon, such assignee with respect to such assignee's beneficial interest in Diller's Common Interests, (b) such assignee shall have no right to ▇▇▇▇ ▇▇rectly with the Partnership or its Partners and the Partnership and its Partners shall deal solely with Diller in respect of all matters relating to such assignee's intere▇▇ ▇▇ the Partnership, as if such assignment had never occurred, including in respect of the provision of information, the giving of notices and the payment of money, (c) such assignee shall have no right to attend Partnership meetings, (d) all rights of a holder of Common Interests under this Agreement or otherwise in connection with the Partnership shall be exercisable only by Diller (or his executor, administrator or trustee, as the case may ▇▇) ▇▇d (e) such assignee shall in all respects be subject to the same terms under this Agreement (other than Section 9.04) as Diller is subject to hereunder. The General Partner shall treat any ▇▇▇▇▇r of a beneficial interest in Common Interests who received such interest as an assignee of Diller pursuant to Section 2.07 of the Transaction Agreement as a P▇▇▇▇▇▇ in the Partnership for income tax purposes with an interest in the Partnership corresponding to such beneficial interest.
Appears in 2 contracts
Sources: Limited Liability Limited Partnership Agreement (Usa Networks Inc), Limited Liability Limited Partnership Agreement (Vivendi Universal)
Assignees of Diller Common Interests. Any holder of a beneficial interest in Com▇▇Commo▇ ▇▇terests ▇▇rests that shall have received such interest as an assignee of Diller pursuant to Section 2.07 of the Transaction Agreement hereby i▇▇▇▇▇ocably ▇ably appoints Diller (or his executor, administrator or trustee, as the case may ▇▇be) ▇▇ its ▇ts or his designated representative for all purposes under this Agreement and agrees (except to the extent otherwise provided in Section 4.02) that (a) any action taken or waived by, or binding upon, Diller (or his executor, administrator or trustee, as the case may ▇▇be) ▇▇th ▇▇ respect to Diller's Common Interests (including the provisions set forth in Se▇▇Sect▇▇▇ ▇▇.03.▇3) shall be deemed taken or waived by, and binding upon, such assignee with respect to such assignee's beneficial interest in Diller's Common Interests, (b) such assignee shall have no right to ▇d▇▇▇ ▇▇rectly ▇▇ctly with the Partnership or its Partners and the Partnership and its Partners shall deal solely with Diller in respect of all matters relating to such assignee's intereinterest ▇▇ ▇▇ the ▇e Partnership, as if such assignment had never occurred, including in respect of the provision of information, the giving of notices and the payment of money, (c) such assignee shall have no right to attend Partnership meetings, (d) all rights of a holder of Common Interests under this Agreement or otherwise in connection with the Partnership shall be exercisable only by Diller (or his executor, administrator or trustee, as the case may ▇▇be) ▇▇d ▇ (e) such assignee shall in all respects be subject to the same terms under this Agreement (other than Section 9.04) as Diller is subject to hereunder. The General Partner shall treat any h▇▇▇▇▇r ▇ of a beneficial interest in Common Interests who received such interest as an assignee of Diller pursuant to Section 2.07 of the Transaction Agreement as a P▇▇Par▇▇▇▇ in ▇n the Partnership for income tax purposes with an interest in the Partnership corresponding to such beneficial interest.
Appears in 2 contracts
Sources: Limited Liability Limited Partnership Agreement (Usa Interactive), Limited Liability Limited Partnership Agreement (Vivendi Universal)
Assignees of Diller Common Interests. Any holder of a beneficial interest in Com▇Comm▇▇ ▇▇terests ▇erests that shall have received such interest as an assignee of Diller pursuant to Section 2.07 of the Transaction Agreement hereby ▇▇▇▇▇ocably ▇cably appoints Diller (or his executor, administrator or trustee, as the case may ▇b▇) ▇▇ its or his designated representative for all purposes under this Agreement and agrees (except to the extent otherwise provided in Section 4.02) that (a) any action taken or waived by, or binding upon, Diller (or his executor, administrator or trustee, as the case may ▇b▇) ▇▇th ▇h respect to Diller's Common Interests (including the provisions set forth in Se▇Sec▇▇▇▇ ▇▇.03) shall be deemed taken or waived by, and binding upon, such assignee with respect to such assignee's beneficial interest in Diller's Common Interests, (b) such assignee shall have no right to ▇▇▇▇ ▇▇rectly ▇ectly with the Partnership or its Partners and the Partnership and its Partners shall deal solely with Diller in respect of all matters relating to such assignee's intereinteres▇ ▇▇ ▇▇ the he Partnership, as if such assignment had never occurred, including in respect of the provision of information, the giving of notices and the payment of money, (c) such assignee shall have no right to attend Partnership meetings, (d) all rights of a holder of Common Interests under this Agreement or otherwise in connection with the Partnership shall be exercisable only by Diller (or his executor, administrator or trustee, as the case may ▇b▇) ▇▇d ▇ (e) such assignee shall in all respects be subject to the same terms under this Agreement (other than Section 9.04) as Diller is subject to hereunder. The General Partner shall treat any ▇▇▇▇▇r ▇ of a beneficial interest in Common Interests who received such interest as an assignee of Diller pursuant to Section 2.07 of the Transaction Agreement as a P▇Pa▇▇▇▇▇ in the Partnership for income tax purposes with an interest in the Partnership corresponding to such beneficial interest.
Appears in 1 contract
Sources: Limited Liability Limited Partnership Agreement (Usa Networks Inc)