ASSIGNMENT AND ACCEPTANCE OF LIMITED LIABILITY COMPANY INTEREST Clause Samples

The "Assignment and Acceptance of Limited Liability Company Interest" clause governs how a member of an LLC can transfer their ownership interest to another party and the conditions under which the new party is admitted as a member. Typically, this clause outlines the process for assigning interests, such as requiring written consent from existing members or the LLC itself, and may specify any documentation or approvals needed for the transfer to be valid. Its core function is to ensure that ownership changes are controlled and transparent, protecting the company and its members from unwanted or unauthorized transfers.
ASSIGNMENT AND ACCEPTANCE OF LIMITED LIABILITY COMPANY INTEREST. FOR VALUE RECEIVED, pursuant to the terms and conditions set forth in that certain Asset Contribution Agreement, dated as of [ ], 20[ ], between THE FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS CAPACITY AS RECEIVER FOR [ ] [insert name of appropriate Failed Bank], [CITY], [STATE], at [1601 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇] (“Assignor”), CRE/ADC VENTURE 2013-1, LLC, a Delaware limited liability company, its successors and assigns, at [ADDRESS] (“Assignee”), and others, Assignor, being the sole member of [Insert Name of Subsidiary Entity], a [Insert State of Formation] limited liability company (the “Limited Liability Company”), by these presents grants, bargains, sells, assigns, transfers and sets over to Assignee all right, title and interest in and to Assignor’s entire interest in the Limited Liability Company (the “Limited Liability Company Interest”), which Limited Liability Company Interest includes, without limitation, Assignor’s capital and profits interest, capital account balance, distributions and liquidation rights and voting and any management rights and powers in the Limited Liability Company. Assignee accepts the Limited Liability Company Interest, assumes all covenants, conditions, obligations, liabilities and responsibilities required to be kept, performed and fulfilled by Assignor with respect to the Limited Liability Company Interest and agrees to be bound by all the terms and conditions of the [Operating Agreement/Limited Liability Company Agreement] {Note to preparer, delete “Operating Agreement” or “Limited Liability Company Agreement” as appropriate} of the Limited Liability Company (the “Operating Agreement”), a copy of which Operating Agreement is attached to this Assignment and Acceptance of Limited Liability Company Interest as Exhibit A and made a part of this Assignment and Acceptance of Limited Liability Company Interest by reference. This Assignment and Acceptance of Limited Liability Company Interest is made, delivered and effective as of the date first noted above.
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Related to ASSIGNMENT AND ACCEPTANCE OF LIMITED LIABILITY COMPANY INTEREST

  • FORM OF ASSIGNMENT AND ACCEPTANCE This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.

  • Assignment and Conveyance The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase Agreement (the "Purchase Agreement"), dated as of [DATE], between the Assignor, as purchaser (the "Purchaser"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the Purchase Agreement. Recognition of the Company

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Assignment and Acceptance The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Disclosure upon assignment and novation You hereby consent, in connection with any, or any proposed, novation, assignment, transfer or sale of any of our rights and/or obligations with respect to or in connection with your card account(s) and any facilities and services available in connection with the card to any novatee, assignee, transferee, purchaser or any other person participating or otherwise involved in such, or such proposed, transaction, to the disclosure, to any such person, by us, of any and all information relating to you, your card account(s) with us, this agreement and any security, guarantee and assurance provided to secure your obligations thereunder and any other information whatsoever which may be required in relation thereto.