Assignment of Acquired Interests Clause Samples

Assignment of Acquired Interests. The Assignor hereby irrevocably transfers, assigns, conveys and delivers to the Assignee the Acquired Interests as of the Effective Date, free and clear of all Liens other than restrictions on transfer under applicable securities laws.
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Assignment of Acquired Interests. The Assignor hereby irrevocably transfers, assigns, conveys and delivers to the Assignee the Acquired Interests, including each, every and all of the rights, titles, interests and benefits of whatsoever kind or character now or thereafter accruing to Assignor’s limited liability company interests in the Company, including all of Assignor’s capital account in the Company, as of the Closing Date, free and clear of all Liens. In furtherance of the foregoing, Assignor hereby delivers to Assignee all Certificates of Interest representing the Assigned Interests, together with instrument or instruments of transfer duly completed and executed by Assignor effective to transfer such Certificate or Certificates to Assignee.
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Assignment of Acquired Interests. Lessor hereby assigns to Lessee, without any warranty or representation, express or implied, for the use and enjoyment of Lessee exclusively for and in connection with the operation of the Hotel, but solely for and during the Term of this Lease, and without the payment of any consideration by Lessee to Lessor other than the Rent payable hereunder, all Acquired Interests other than the Premises (the “Assigned Acquired Interests”), and Lessee hereby accepts such assignment and agrees to use and employ the Assigned Acquired Interests solely and exclusively for the use, benefit and operation of the Hotel for and during the Term of this Lease in accordance with and subject to the provisions of this Lease. Upon any termination of this Lease, whether upon or prior to the Expiration Date, all Assigned Acquired Interests shall automatically and without further action by the parties revert and be deemed reassigned to Lessor, without the payment of any additional consideration by Lessor, and upon request by Lessor, Lessee shall promptly execute and deliver to Lessor such instruments of assignment as shall be reasonably required by Lessor to evidence such reversion and reassignment to Lessor. Without limiting any other provisions of this Lease relating to the indemnification of Lessor, including Sections 10.3 and 12.4 hereof, Lessee shall indemnify, defend and hold Lessor harmless from and against any and all damages, losses, claims, liabilities, costs and expenses (including reasonable attorneys’ fees and costs) arising with respect to the Assigned Acquired Interests and accruing at any time prior to the Termination Date (or if Lessee holds over, the Surrender Date). The obligations of Lessee set forth in this Section 2.2 shall survive the expiration or any earlier termination of this Lease.
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Assignment of Acquired Interests. Effective as of the date hereof, Assignor hereby sells, assigns, transfers, conveys and delivers to the Buyer, its successors and assigns, free and clear of all Liens (other than Liens (A) arising pursuant to, or as a result of, the Transactions, (B) arising under the Organizational Documents of the Company and (C) arising pursuant to applicable securities Laws), all of Assignor’s right, title and interest in and to the Acquired Interests.
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Related to Assignment of Acquired Interests

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.

  • Assignment of Interests Except as otherwise provided in this Agreement, no Member or other person holding any interest in the Company may assign, pledge, hypothecate, transfer or otherwise dispose of all or any part of their interest in the Company, including without limitation, the capital, profits or distributions of the Company without the prior written consent of the other Members in each instance. The Members agree that no Member may voluntarily withdraw from the Company without the unanimous vote or consent of the Members. A Member may assign all or any part of such Member’s interest in the allocations and distributions of the Company to any of the following (collectively the “permitted assignees”): any person, corporation, partnership or other entity as to which the Company has given consent to the assignment of such interest in the allocations and distributions of the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. An assignment to a permitted assignee shall only entitle the permitted assignee to the allocations and distributions to which the assigned interest is entitled, unless such permitted assignee applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. An assignment, pledge, hypothecation, transfer or other disposition of all or any part of the interest of a Member in the Company or other person holding any interest in the Company in violation of the provisions hereof shall be null and void for all purposes. No assignment, transfer or other disposition of all or any part of the interest of any Member permitted under this Agreement shall be binding upon the Company unless and until a duly executed and acknowledged counterpart of such assignment or instrument of transfer, in form and substance satisfactory to the Company, has been delivered to the Company. No assignment or other disposition of any interest of any Member may be made if such assignment or disposition, alone or when combine with other transactions, would result in the termination of the Company within the meaning of Section 708 of the Internal Revenue Code or under any other relevant section of the Code or any successor statute. No assignment or other disposition of any interest of any Member may be made without an opinion of counsel satisfactory to the Company that such assignment or disposition is subject to an effective registration under, or exempt from the registration requirements of, the applicable Federal and State securities laws. No interest in the Company may be assigned or given to any person below the age of 21 years or to a person who has been adjudged to be insane or incompetent. Anything herein contained to the contrary, the Company shall be entitled to treat the record holder of the interest of a Member as the absolute owner thereof, and shall incur no liability by reason of distributions made in good faith to such record holder, unless and until there has been delivered to the Company the assignment or other instrument of transfer and such other evidence as may be reasonably required by the Company to establish to the satisfaction of the Company that an interest has been assigned or transferred in accordance with this Agreement. (Check One) ☐ - SINGLE-MEMBER: Ownership of Company Property. The Company’s assets shall be deemed owned by the Company as an entity, and the Member shall have no ownership interest in such assets or any portion thereof. Title to any or all such Company assets may be held in the name of the Company, one or more nominees or in “street name”, as the Member may determine. Except as limited by the Statutes, the Member may engage in other business ventures of any nature, including, without limitation by specification, the ownership of another business similar to that operated by the Company. The Company shall not have any right or interest in any such independent ventures or to the income and profits derived therefrom.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Transfer and Assignment of Interests With the exception of transfers between family members, stated in 6.3, Members who wish to transfer, assign, convey or sell their Membership Interest must obtain unanimous written approval from the other Members. The other Members may approve or reject this request in their sole discretion.

  • Acknowledgment Regarding Investor’s Purchase of Securities The Company acknowledges and agrees that each of the Investors is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Investor is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Investor or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Investors’ purchase of the Securities. The Company further represents to each Investor that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.