Common use of ASSIGNMENT AND ACCEPTANCE OF LIMITED LIABILITY COMPANY INTEREST Clause in Contracts

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.

Appears in 1 contract

Sources: Asset Contribution Agreement

ASSIGNMENT AND ACCEPTANCE OF LIMITED LIABILITY COMPANY INTEREST. FOR VALUE RECEIVED, pursuant to the terms and conditions set forth in that certain Asset Contribution Transfer Agreement, dated as of [ ]December 14, 20[ ]2023, between THE FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS CAPACITY AS RECEIVER FOR [ ] [insert name of appropriate Failed Bank]SIGNATURE BRIDGE BANK, [CITY], [STATE]N.A., at [1601 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇Dallas, ▇▇▇▇▇ ▇▇▇▇▇] Texas 75201 (“Assignor”), CRE/ADC SIG CRE 2023 VENTURE 2013-1, LLC, a Delaware limited liability company, its successors and assigns, at [ADDRESS] c/o Blackstone Real Estate, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (“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. 8 Form to be adjusted, where relevant, to include, or as a separate form to cover, the transfer from the Prior Transferor to Transferor.

Appears in 1 contract

Sources: Asset Transfer Agreement

ASSIGNMENT AND ACCEPTANCE OF LIMITED LIABILITY COMPANY INTEREST. FOR VALUE RECEIVED, pursuant to the terms and conditions set forth in that certain Asset Contribution Transfer Agreement, dated as of [ ]December 15, 20[ ]2023, between THE FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS CAPACITY AS RECEIVER FOR [ ] [insert name of appropriate Failed Bank]SIGNATURE BRIDGE BANK, [CITY], [STATE]N.A., at [1601 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇Dallas, ▇▇▇▇▇ ▇▇▇▇▇] Texas 75201 (“Assignor”), CRE/ADC SIG RCRS D MF 2023 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. 9 Form to be adjusted, where relevant, to include, or as a separate form to cover, the transfer from the Prior Transferor to Transferor.

Appears in 1 contract

Sources: Asset Transfer Agreement

ASSIGNMENT AND ACCEPTANCE OF LIMITED LIABILITY COMPANY INTEREST. FOR VALUE RECEIVED, pursuant to the terms and conditions set forth in that certain Asset Contribution Transfer Agreement, dated as of [ ]December 20, 20[ ]2023, between THE FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS CAPACITY AS RECEIVER FOR [ ] [insert name of appropriate Failed Bank]SIGNATURE BRIDGE BANK, [CITY], [STATE]N.A., at [1601 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Dallas, Texas 75201 (“Assignor”), SIG RCRS A/B MF 2023 VENTURE LLC, a Delaware limited liability company, its successors and assigns, at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇] (“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. 8 Note to form: Form to be adjusted, where relevant, to include, or as a separate form to cover, the transfer from the Prior Transferor to Transferor.

Appears in 1 contract

Sources: Asset Transfer Agreement

ASSIGNMENT AND ACCEPTANCE OF LIMITED LIABILITY COMPANY INTEREST. FOR VALUE RECEIVED, pursuant to the terms and conditions set forth in that certain Asset Contribution Transfer Agreement, dated as of [ ]December 15, 20[ ]2023, between THE FEDERAL DEPOSIT INSURANCE CORPORATION IN ITS CAPACITY AS RECEIVER FOR [ ] [insert name of appropriate Failed Bank]SIGNATURE BRIDGE BANK, [CITY], [STATE]N.A., at [1601 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇Dallas, ▇▇▇▇▇ ▇▇▇▇▇] Texas 75201 (“Assignor”), CRE/ADC SIG RCRS C MF 2023 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. 9 Form to be adjusted, where relevant, to include, or as a separate form to cover, the transfer from the Prior Transferor to Transferor.

Appears in 1 contract

Sources: Asset Transfer Agreement