Common use of Assignee’s Rights Clause in Contracts

Assignee’s Rights. (a) A transfer of a Member’s interest either by a Member or an assignee thereof shall be effective as of the date of transfer, provided, however, that until such time as written notice thereof is received by the Manager, the Manager and the Company may continue to treat the assignor as the owner of the assigned interest. Profits, losses and other Company items shall be allocated between the transferor and the assignee (the “Assignee”) according to Code Section 706. Subject to the notice provisions of the first sentence of this Section 6.1, 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. Nothing herein contained shall be deemed to affect the rights and obligations between an assignor and Assignee of an interest of a Member. (b) Unless and until an Assignee becomes a Member pursuant to this Paragraph (b), the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable law, other than the rights (i) to receive allocations of profits and losses and distributions, (ii) to transfer the Assignee’s interest in the Company, and (iii) to receive reports and information as if such Assignee were a Member. Further, such Assignee shall be bound by any limitations and obligations contained herein with respect to Members. An Assignee of an interest of a Member shall become a Member with the written consent of the Manager and the execution of a counterpart of this Agreement.

Assignee’s Rights. (a) A transfer of a Member’s interest either by a Member or an assignee thereof shall be effective as of the date of transfer, provided, however, that until such time as written notice thereof is received by the Manager, the Manager and the Company may continue to treat the assignor as the owner of the assigned interest. Profits, losses and other Company items shall be allocated between the transferor and the assignee (the “Assignee”) according to Code Section 706. Subject to the notice provisions of the first sentence of this Section 6.1, 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. Nothing herein contained shall be deemed to affect the rights and obligations between an assignor and Assignee of an interest of a Member. (b) 8.8.1 Unless and until an Assignee becomes a Substitute Member pursuant to this Paragraph (b)in accordance with the provisions of Section 8.7, the Assignee it shall not be entitled to any of the rights (including voting rights) granted to a Member hereunder or under applicable lawthe Act, other than the rights (i) right to receive allocations (or be allocated) the share of profits Net Profits and losses and distributions, (ii) to transfer the Assignee’s interest in Net Losses of the Company, distributions and (iii) any other items attributable to receive reports and information as if such Assignee were a Member. Further’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 Assignee 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 bound 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 limitations conventions permitted by law and obligations contained herein with respect selected by Manager. All distributions on or before the date of such Transfer shall be made to Membersthe transferor, and all distributions thereafter shall be made to the transferee. An Assignee Any permitted transferee of an interest Interest in the Company shall take subject to the restrictions on transfer imposed by this Agreement. Notwithstanding any attempted transfer of a Member shall become a Member with Member’s Interest in the written consent of the Manager and the execution of a counterpart 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. (aA) A permitted transfer of a Member’s interest either by a Member or an assignee thereof Company Interest shall be effective as of the date of transfer, provided, however, that until assignment and compliance with the conditions to such time as written notice thereof is received by transfer and such transfer shall be shown on the Manager, the Manager books and the Company may continue to treat the assignor as the owner records of the assigned interestCompany. Profits, losses Losses and other Company items shall be allocated between the transferor and the assignee (the “Assignee”) Assignee according to Code Section 706. Subject to the notice provisions of the first sentence of this Section 6.1, distributions Distributions made before the effective date of such transfer Transfer shall be paid to the transferor, and distributions Distributions made after such date shall be paid to the Assignee. Nothing herein contained shall be deemed to affect the rights and obligations between an assignor and Assignee of an interest of a Member. (bB) Unless and until an Assignee becomes a Member pursuant to this Paragraph (b)Article X and 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 (i) granted specifically to receive allocations of profits Assignees pursuant to this Agreement and losses and distributionsto have the other rights granted to Assignees pursuant to the Act; provided, (ii) to transfer however, that, without relieving the Assignee’s interest transferring Unitholder from any such limitations or obligations as more fully described in the Company, and (iii) to receive reports and information as if such Assignee were a Member. FurtherSection 10.3, such Assignee shall be bound by any limitations and obligations of a Unitholder 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). (C) In calculating allocations of Profits and Losses and Distributions with respect to Members. An Article IV, the Units transferred to an Assignee shall be deemed held by the Assignee continuously from the date of an interest of a Member shall become a Member with issuance by the written consent of the Manager and the execution of a counterpart of this AgreementCompany.

Assignee’s Rights. (a) A transfer of a Member’s interest either by a Member or an assignee thereof shall be effective as of the date of transfer, provided, however, that until such time as written notice thereof is received by the Manager, the Manager and the Company may continue to treat the assignor as the owner of the assigned interest. Profits, losses and other Company items shall be allocated between the transferor and the assignee (the “Assignee”) according to Code Section 706. Subject to the notice provisions of the first sentence of this Section 6.1, 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. Nothing herein contained shall be deemed to affect the rights and obligations between an assignor and Assignee of an interest of a Member. (b) Unless and until an Assignee becomes a Member pursuant to this Paragraph (b), the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable law, other than the rights (i) to receive allocations of profits and losses and distributions, (ii) to transfer the Assignee’s interest in the Company, and (iii) to receive reports and information as if such Assignee were a Member. Further, such Assignee shall be bound by any limitations and obligations contained herein with respect to Members. An Assignee of an interest of a Member shall become a Member with the written consent of the Manager and the execution of a counterpart of this Agreement.

Assignee’s Rights. (a) A transfer of a Member’s interest either by a Member or an assignee thereof shall be effective as of the date of transfer, provided, however, that until such time as written notice thereof is received by the Manager, the Manager and the Company may continue to treat the assignor as the owner of the assigned interest. Profits, losses and other Company items shall be allocated between the transferor and the assignee (the “Assignee”) according to Code Section 706. Subject to the notice provisions of the first sentence of this Section 6.1, 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. Nothing herein contained shall be deemed to affect the rights and obligations between an assignor and Assignee of an interest of a Member. (b) 6.7.1 Unless and until an Assignee becomes a Substitute Member pursuant to this Paragraph (b)in accordance with the provisions of Section 6.6, the Assignee it shall not be entitled to any of the rights (including voting rights) granted to a Member hereunder or under applicable lawthe Act, other than the rights (i) right to receive allocations (or be allocated) the share of profits Net Profits and losses and distributions, (ii) to transfer the Assignee’s interest in Net Losses of the Company, distributions and (iii) any other items attributable to receive reports and information as if such Assignee were a Member. Further’s Interest to which its assignor would otherwise be entitled. 6.7.2 Any Member that shall Transfer all of its Interest in the Company shall cease to be a Member. 6.7.3 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 Assignee transfer in accordance with the provisions of this Section 6 and Net Profit and Net Loss, each item thereof and all other items attributable to such Interest for such period shall be bound 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 limitations conventions permitted by law and obligations contained herein with respect selected by Manager. All distributions on or before the date of such Transfer shall be made to Membersthe transferor, and all distributions thereafter shall be made to the transferee. An Assignee Any permitted transferee of an interest Interest in the Company shall take subject to the restrictions on transfer imposed by this Agreement. Notwithstanding any attempted transfer of a Member shall become a Member with Member’s Interest in the written consent of the Manager and the execution of a counterpart 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 Capital Contributions to which the Transferor of such Economic Interest in the Company would otherwise be entitled.