Common use of Assignee’s Rights Clause in Contracts

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).

Appears in 4 contracts

Sources: Limited Liability Company Agreement (Alvarium Tiedemann Holdings, Inc.), Limited Liability Company Agreement (Tiedemann Michael), Limited Liability Company Agreement (Figdor Drew)

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 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 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).

Appears in 3 contracts

Sources: Business Combination Agreement (Cartesian Growth Corp), Limited Liability Company Agreement (UWM Holdings Corp), Limited Liability Company Agreement (UWM Holdings Corp)

Assignee’s Rights. (a) The A Transfer of Units or any interest Unit in Units a manner in accordance with this Agreement shall be effective as of the date of its assignment (assuming and 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 Company in accordance with items shall be allocated between the transferor and the Assignee according to Code Section 3.01(d)706. Distributions made before the effective time 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 XIIX, the Assignee shall not be entitled to any of the rights granted to a Member under this Agreement hereunder or under applicable Lawlaw, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, provided that, without relieving the transferring Member from any such limitations or obligations as more fully described in Section 10.069.6, 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).

Appears in 3 contracts

Sources: Limited Liability Company Agreement (Vertex Energy Inc.), Limited Liability Company Agreement (Vertex Energy Inc.), Limited Liability Company Agreement (Vertex Energy Inc.)

Assignee’s Rights. (a) The A Transfer of Units or any interest in Units in accordance with this Agreement shall permitted hereunder will be effective as of the date of its assignment (assuming and compliance with all of the conditions to of such Transfer set forth herein), and such Transfer shall will be shown on the books and records of the Company. Profits, Losses and other Company in accordance with items will be allocated between the Transferor and the Assignee according to Section 3.01(d)706 of the Code. Distributions made before the effective time date of such Transfer shall transfer will be paid to the transferorTransferor, and Distributions made after such date shall will be paid to the Assignee. (b) . Unless and until an Assignee becomes a Member pursuant to Article XIIX, the Assignee shall will not be entitled to any of the rights or privileges granted to a Member under this Agreement hereunder or under applicable Law, other than the rights and privileges specifically granted specifically to Assignees pursuant to this Agreement; provided, however, that, provided that without relieving the transferring Member Transferor from any such limitations or obligations as more fully described in Section 10.06obligations, such Assignee shall will be bound by any limitations and obligations of a Member contained herein that by which a Member would be bound on account of the Assignee’s Company Interest ownership of Units by the Assignee (including the obligation obligation, if any, to make Capital Contributions on account of such Company Interest, to Units and the extent applicableobligations set forth in this Article IX).

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Symbotic Inc.), Limited Liability Company Agreement (Symbotic Inc.)

Assignee’s Rights. (a) The A Transfer of Units or any interest in Units in accordance with this Agreement permitted hereunder shall be effective as of the date of its assignment (assuming and 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 Company. Net Profits, Net Losses and other items shall be allocated between the Transferor and the Assignee according to Section 3.01(d)706 of the Code. Distributions made before the effective time date of such Transfer shall be paid to the transferorTransferor, and Distributions made after such date shall be paid to the Assignee. (b) . Unless and until an Assignee becomes a Member pursuant to Article XIIX hereof, the Assignee shall not be entitled to any of the rights or privileges granted to a Member under this Agreement hereunder or under applicable Lawlaw, other than the rights and privileges specifically granted specifically to Assignees pursuant to this Agreement; provided, however, provided that, without relieving the transferring Member Transferring Unitholder from any such limitations or obligations as more fully described in Section 10.06obligations, such Assignee shall be bound by any limitations and obligations of a Member Unitholder contained herein that by which a Member or other Unitholder would be bound on account of the Assignee’s Company Interest ownership of Units by the Assignee (including the obligation to make Capital Contributions on account of such Company Interest, to the extent applicableobligations set forth in Article IX).

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Pinnacle Financial Partners Inc), Limited Liability Company Agreement (Pinnacle Financial Partners Inc)

Assignee’s Rights. (a) The Subject to Section 9.6(b), a Transfer of Units or any interest in Units a manner in accordance with this Agreement shall be effective as of the date of its assignment (assuming and 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)Company. Distributions made before the effective time 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 XIIX, the Assignee shall not be entitled to any of the rights granted to a Member under this Agreement hereunder or under applicable Lawlaw, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, provided that without relieving the transferring Member from any such limitations or obligations as more fully described in Section 10.069.4, such Assignee shall be bound by any limitations and obligations of a Member contained herein that a Member would be bound on account of the Assignee’s Company Interest such Units (including the obligation to make Capital Contributions on account of such Company Interest, to the extent applicableUnits).

Appears in 2 contracts

Sources: Limited Liability Company Agreement (ZoomInfo Technologies Inc.), Limited Liability Company Agreement (ZoomInfo Technologies Inc.)

Assignee’s Rights. (a) The A Transfer of Units or any interest in Units a Company Interest in accordance with this Agreement shall be effective as of the date of its assignment (assuming and 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. Income, loss and other Company in accordance with items shall be allocated between the transferor and the Assignee according to Code Section 3.01(d)706 as determined by the Board. Distributions made before the effective time 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 XII10, the Assignee shall not be entitled to any of the rights granted to a Member under this Agreement hereunder or under applicable Lawlaw, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, provided that without relieving the transferring Member Transferring Holder from any such limitations or obligations as more fully described in Section 10.069.5, such Assignee shall be bound by any limitations and obligations of a Member contained herein that by which a Member would be bound on account of the Assignee’s such Company Interest (including the obligation to make Capital Contributions on account of such Company Interest, to the extent applicable).

Appears in 1 contract

Sources: Limited Liability Company Agreement (CarGurus, Inc.)

Assignee’s Rights. (a) The Transfer of Units or any interest in Units a Company Interest 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. Profits, Losses and other Company in accordance with Section 3.01(d). Distributions made before the effective time of such Transfer items shall be paid allocated between the transferor and the Assignee according to the transferorCode Section 706, and Distributions made after such date shall be paid to the Assignee.using any permissible method as determined in the (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 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 that a Member would be bound on account of the Assignee’s Company Interest (including the obligation obligation, if any, to make Capital Contributions on account of such Company Interest, to the extent applicable).

Appears in 1 contract

Sources: Operating Agreement (Wolverine Partners Corp.)

Assignee’s Rights. (a) The A Transfer of Units or any interest in Units in accordance with this Agreement permitted hereunder shall be effective as of the date of its assignment (assuming and compliance with all of the conditions to such Transfer set forth herein), in this Agreement and the Company shall cause such Transfer shall to be shown recorded on the books and records of the Company in accordance with Section 3.01(d(including the Unit Ownership Ledger). 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 XIISection 3.3 hereof or is an Assignee of a holder of Sponsor Equity (in which case, the Assignee will become a Member with respect to the Assigned Units as of the effective date of the assignment automatically without any action required by any other Person), the Assignee shall not be entitled to any of the rights or privileges granted to a Member under this Agreement hereunder or under applicable Lawlaw, other than the rights and privileges specifically granted specifically to Assignees pursuant to this Agreement; provided, however, provided that, without relieving the transferring Member Transferor from any such limitations or obligations as more fully described in Section 10.06obligations, such Assignee shall be bound by any limitations and obligations of a Member contained herein that by which a Member or other Member would be bound on account of the Assignee’s Company Interest ownership of Units by the Assignee (including the obligation to make Capital Contributions on account of such Company Interest, to the extent applicableobligations set forth in Article X).

Appears in 1 contract

Sources: Merger Agreement (Driven Brands Holdings Inc.)

Assignee’s Rights. (a) The Transfer of Units or any interest in Units a Unit 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)Company. Distributions made before the effective time 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 XIIARTICLE XI, the Assignee shall not be entitled to any of the rights granted to a Member under this Agreement hereunder or under applicable Lawlaw, 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 10.069.5, 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 membership interest in the Company Interest (including the obligation to make Capital Contributions on account of such Company Interest, to the extent applicablemembership interest).

Appears in 1 contract

Sources: Equity Transfer and Acquisition Agreement (Chart Acquisition Corp.)

Assignee’s Rights. (a) The Transfer A permitted transfer of Units or any interest in Units in accordance with this Agreement a Company Interest shall be effective as of the date of its assignment (assuming and compliance with all of the conditions to such Transfer set forth herein), transfer and such Transfer transfer shall be shown on the books and records of the Company. Profits, Losses and other Company in accordance with items shall be allocated between the transferor and the Assignee according to Code Section 3.01(d)706. Distributions made before the effective time date of such Transfer transfer shall be paid to the transferor, and Distributions distributions made after such date shall be paid to the Assignee. (b) Unless and until an Assignee becomes a Member pursuant to Article XIIX, the Assignee shall not be entitled to any of the rights granted to a Member under this Agreement hereunder or under applicable Lawlaw, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, provided that without relieving the transferring Member Holder from any such limitations or obligations as more fully described in Section 10.069.3, such Assignee shall be bound by any limitations and obligations of a Member Holder contained herein that a Member would be bound on account of the Assignee’s 's Company Interest (including the obligation to make Capital Contributions on account of such Company Interest, to the extent applicable).

Appears in 1 contract

Sources: Limited Liability Company Agreement (Heartland Technology Inc)