Common use of Assignee’s Rights Clause in Contracts

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. 8.8.1 (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 Substitute Member in accordance with pursuant to this Paragraph (b), the provisions of Section 8.7, it Assignee shall not be entitled to any of the rights (including voting rights) granted to a Member hereunder or under the Actapplicable law, other than the right rights (i) to receive allocations of profits and losses and distributions, (or be allocatedii) to transfer the share of Net Profits and Net Losses of Assignee’s interest in the Company, distributions and any other items attributable (iii) to receive reports and information as if such Assignee were a Member’s Interest . Further, such Assignee shall be bound by any limitations and obligations contained herein with respect to which its assignor would otherwise be entitled. 8.8.2 Any Member that shall Transfer all Members. An Assignee 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 an interest of a Member’s Interest in Member shall become a Member with the Company will take effect on the first day written consent 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 Manager 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 execution of a Member’s Interest in the Company in violation counterpart 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. 8.8.1 (A) A permitted transfer of a Company Interest 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. Profits, Losses and other Company items shall be allocated between the transferor and the Assignee according to Code Section 706. 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 Substitute Member in accordance with pursuant to this Article X and Article XII, the provisions of Section 8.7, it Assignee shall not be entitled to any of the rights (including voting rights) granted to a Member hereunder or under the Actapplicable law, other than the right rights granted specifically to receive Assignees pursuant to this Agreement and to have the other rights granted to Assignees pursuant to the Act; provided, however, that, without relieving the transferring Unitholder from any such limitations or obligations as more fully described in Section 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 (or be allocatedincluding the obligation to make Capital Contributions on account of such Company Interest). (C) the share In calculating allocations of Net Profits and Net Losses of and Distributions with respect to Article IV, the Company, distributions and any other items attributable Units transferred to a Member’s Interest to which its assignor would otherwise an Assignee shall 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 deemed held 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 Assignee continuously from the date of such Transfer shall be made to issuance by 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 entitledCompany.

Assignee’s Rights. 8.8.1 (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 Substitute Member in accordance with pursuant to this Paragraph (b), the provisions of Section 8.7, it Assignee shall not be entitled to any of the rights (including voting rights) granted to a Member hereunder or under the Actapplicable law, other than the right rights (i) to receive allocations of profits and losses and distributions, (or be allocatedii) to transfer the share of Net Profits and Net Losses of Assignee’s interest in the Company, distributions and any other items attributable (iii) to receive reports and information as if such Assignee were a Member’s Interest . Further, such Assignee shall be bound by any limitations and obligations contained herein with respect to which its assignor would otherwise be entitled. 8.8.2 Any Member that shall Transfer all Members. An Assignee 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 an interest of a Member’s Interest in Member shall become a Member with the Company will take effect on the first day written consent 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 Manager 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 execution of a Member’s Interest in the Company in violation counterpart 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. 8.8.1 6.7.1 Unless an Assignee becomes a Substitute Member in accordance with the provisions of Section 8.76.6, 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 6.7.2 Any Member that shall Transfer all of its Interest in the Company shall cease to be a Member. 8.8.3 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 transfer in accordance with the provisions of this Section 8 6 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 Transferor of such Economic Interest in the Company would otherwise be entitled.