Assignee’s Rights Clause Samples

Assignee’s Rights. As Purchaser a. Notwithstanding any provisions to the contrary in these Conditions of Sale, the Assignee shall be entitled to bid for the Property whether by itself or its agent and without having to pay any deposit whatsoever. b. In the event the Assignee is declared the Purchaser:- (i) The Assignee is at liberty to set off the purchase price or so much as is applicable against the indebtedness owing to the Assignee under the loan/financing and the Security Documents on the date of successful sale plus costs and expenses for the sale and all other costs and expenses whatsoever incidental thereto; (ii) If approvals from any relevant authorities are required in respect of the purchase, then the Assignee shall apply for the approvals after the successful bid and shall only be required to set off the purchase price or so much as is applicable against the indebtedness owing to the Assignee under the loan/financing and the Security Documents on the date of successful sale plus costs and expenses for the sale and all other costs and expenses whatsoever incidental thereto within ninety (90) days from the date of receipt by the Assignee of all the approvals; (iii) However for avoidance of doubt, nothing in the foregoing shall restrict the Assignee’s right or discretion to pay the full purchase price by way of set off before the approvals have been obtained; (iv) If any of the approvals are not obtained or are obtained but subject to conditions which are not acceptable to the Assignee, the Assignee shall be entitled to terminate the purchase of the Property and the purchase price or part thereof paid including the deposit which has been paid by way of a reduction of the indebtedness owing to the Assignee or by way of set off shall be reversed and parties shall be placed back in position as if this sale has not taken place; (v) The Assignee shall be entitled at its absolute discretion to assign, novate or transfer all or any of its rights, obligations and interests hereunder to a third party in the event that the Assignee exercises its rights to bid for and/or purchase the Property. - Vis-à-vis The Auction c. The Assignee shall be and is hereby at liberty to postpone, adjourn, stand down, call off, withdraw or vacate the auction sale at any time before the fall of hammer with or without notice and without having to provide any reason(s) or ground(s) whatsoever. d. Thereafter, the Assignee is entitled to resell the Property at any time subject to such conditions and ...

Assignee’s Rights. (a) The Transfer of a Unit in accordance with this Agreement shall be effective as of the date of such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other items of the Company shall be allocated between the transferor and the transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units).

Assignee’s Rights. Assignee shall have the right, but not the obligation, to take, at Assignor's sole expense, any actions that Assignor is required under this Assignment to take but which Assignor fails to take, after fifteen (15) days' notice to Assignor. Assignor shall reimburse and indemnify Assignee for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this section 4.

Assignee’s Rights. (a) The Transfer of Units or any interest in Units in accordance with this Agreement shall be effective as of the date of its assignment (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company in accordance with Section 3.01(d). Distributions made before the effective time of such Transfer shall be paid to the transferor, and Distributions made after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted to a Member under this Agreement or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein that a Member would be bound on account of the Assignee’s Company Interest (including the obligation to make Capital Contributions on account of such Company Interest, to the extent applicable).

Assignee’s Rights. (a) Subject to Section 9.5(b), a Transfer of Units in a manner in accordance with this Agreement shall be effective as of the date of assignment and compliance with the conditions to such Transfer and such Transfer shall be shown on the books and records of the Company. Income, loss and other Company items shall be allocated between the transferor and the Assignee according to Code Section 706 as determined by the Managing Member. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article X, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided that without relieving the transferring Member from any such limitations or obligations as more fully described in Section 9.4, such Assignee shall be bound by any limitations and obligations of a Member contained herein that a Member would be bound on account of such Units (including the obligation to make Capital Contributions on account of such Units).

Assignee’s Rights. 8.8.1 Unless an Assignee becomes a Substitute Member in accordance with the provisions of Section 8.7, it shall not be entitled to any of the rights (including voting rights) granted to a Member hereunder or under the Act, other than the right to receive (or be allocated) the share of Net Profits and Net Losses of the Company, distributions and any other items attributable to a Member’s Interest to which its assignor would otherwise be entitled. 8.8.2 Any Member that shall Transfer all of its Interest in the Company shall cease to be a Member. 8.8.3 Unless otherwise agreed to by the Members, any permitted transfer of all or any portion of a Member’s Interest in the Company will take effect on the first day of the month following approval of such transfer in accordance with the provisions of this Section 8 and Net Profit and Net Loss, each item thereof and all other items attributable to such Interest for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying Interests during such period in accordance with Section 706(d) of the Code, using any conventions permitted by law and selected by Manager. All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Any permitted transferee of an Interest in the Company shall take subject to the restrictions on transfer imposed by this Agreement. Notwithstanding any attempted transfer of a Member’s Interest in the Company in violation of this Agreement, the transferee shall have no right to participate in the management of the business and affairs of the Company or to become a Member, and such transferee shall only be entitled to receive the share of profits or other compensation by way of income and the return of Capital Contributions to which the transferor of such Economic Interest in the Company would otherwise be entitled.

Assignee’s Rights. (a) Unless an Assignee becomes a Substitute Member in accordance with the provisions of Section 3.9, it shall not be entitled to any of the rights (including voting rights) granted to a Member hereunder or under the Act, other than the right to receive the share of distributions, allocations to his/its Capital Account, and any other items attributable to a Member’s Units to which its assignor would otherwise be entitled. (b) Any Member that Transfers all of its Units shall cease to be a Member.

Assignee’s Rights. Any purported assignment of a Membership Interest or an Economic Interest in the Company that is not in compliance with this Agreement is hereby declared to be null and void and of no force and effect whatsoever. A permitted assignee of any Economic Interest in the Company is entitled to receive distributions of cash or other property from the Company and to receive allocations of the income, gains, credits, deductions, Profits and Losses of the Company attributable to the Economic Interest after the effective date of the assignment. The “effective date” of an assignment of a Membership Interest or an Economic Interest in the Company under the provisions of this Article, except as otherwise consented to by the Members, is the day next following receipt by the Members of written notice of assignment and fulfillment of all conditions precedent to the assignment provided for in this Agreement.

Assignee’s Rights. (a) Unless an Assignee becomes a Substitute Partner in accordance with the provisions of Section 8.3, it shall not be entitled to any of the rights (including voting rights) granted to a Partner hereunder or under TBOC, other than the right to receive the share of distributions and any other items attributable to a Partner’s Units to which its assignor would otherwise be entitled. (b) Any Partner that Transfers all of its Units shall cease to be a Partner.