Consequences of Assignment. (a) Subject to Clause 17.4 with effect on and from a date agreed by the assigning Party and the assignee to be the effective date of the assignment of a Participating Interest or part thereof ("Effective Date of Assignment"), the assignee shall, to the extent of the assignment, become a Party in the place of the Party whose Participating Interest or part thereof has been assigned provided that the assigning Party shall indemnify and keep indemnified the other Parties against all liabilities accruing in respect of the Participating Interest of the assigning Party up to the Effective Date of Assignment (b) The assigning Party shall, in addition, remain liable to and shall indemnify and keep indemnified the other Parties against all liabilities accruing in respect of the Participating Interest of the assignee on and after the Effective Date of Assignment, unless and until the Parties shall have resolved or shall resolve by unanimous vote, are you sure? that the assignee or proposed assignee is a respectable and financially responsible person for the purposes of the Joint Venture. Upon the later of such unanimous resolution and the Effective Date of Assignment, the assigning Party shall (as between the assigning Party and the other Parties) be relieved and discharged from all such liabilities of the assignee accruing thereafter and any obligation to indemnify the other Parties in respect thereof. (c) The onus of proving to the satisfaction of the Parties that the assignee or proposed assignee is a respectable and financially responsible person for the purposes of the Joint Venture shall rest upon the assigning Party. Upon proof that a proposed assignee is such a respectable and financially responsible person, no Party shall unreasonably withhold its vote to a resolution on that matter. (d) Each Party shall, when required by any such assignee, perform, execute, acknowledge and deliver all such further acts, deeds and assurances as may be reasonably required of it to perfect the assignment of a Participating Interest or part thereof to, or the assumption of rights or obligations thereunder by, such assignee.
Appears in 1 contract
Consequences of Assignment. A sale, assignment, transfer or other disposition of a Member’s interest or a Warrant is generally referred to as an “assignment” in this Agreement, and the purchaser, assignee, transferee or other recipient of the Member’s interest or Warrant is generally referred to as an “assignee” in this Agreement. No assignment by a Member of any of the Member’s interest shall result in Company dissolution. Except as may be otherwise specifically provided in this Agreement, no assignment by a Class A Member of any Class A Units (awhether resulting from voluntary or involuntary assignment) Subject to Clause 17.4 with effect on and from a date agreed by the assigning Party and shall entitle the assignee to be participate in the effective date management of the assignment business and affairs of the Company unless the assignee becomes a Participating Interest substituted Class A Member as provided in this Agreement. Unless an assignee becomes a substituted Class A Member, an assignee shall have the status of Transferee, and except as otherwise provided in this Agreement, the assigning Member shall be and remain liable and responsible for all of its obligations under this Agreement notwithstanding such assignment. Any assignee, including any Representative, shall be subject to the provisions of this Agreement with the same effect as if the assignee were a party hereto, and any and all of the assignee’s interest shall be subject to any and all of the provisions of this Agreement.
1. No substitution shall relieve or part thereof release the assigning Member from continuing liability to the Company with respect to the assigned Member’s interest unless all other Class A Members expressly consent in writing to such release, in which case the assigning Member shall be relieved of further liability with respect thereto. With respect to any Class A Units assigned by a Member and as to which the assignee does not become a substituted Class A Member with respect to those Units, neither the assigning Class A Member nor the assignee shall be deemed to have any Class A Units with respect to the assigned interest for purposes ("Effective Date but only for purposes) of Assignment"exercising options (including purchase options), performing acts, calling meetings, establishing a quorum, executing documents, giving consents, casting votes, exercising discretion or making designations. Instead, the assignee shallassigned Class A Units shall be deemed for such purposes not to exist. If a Member pledges or encumbers its Member’s interest or grants or creates a lien or security interest thereon or therein, whether or not perfected, the holder or beneficiary thereof shall not be entitled to participate in the extent management of the assignment, become a Party in the place business and affairs of the Party whose Participating Interest or part thereof has been assigned provided that the assigning Party shall indemnify and keep indemnified the other Parties against all liabilities accruing in respect of the Participating Interest of the assigning Party up to the Effective Date of Assignment
(b) The assigning Party shall, in addition, remain liable to and shall indemnify and keep indemnified the other Parties against all liabilities accruing in respect of the Participating Interest of the assignee on and after the Effective Date of Assignment, Company unless and until the Parties Member’s interest is foreclosed upon or similarly recovered or acquired, and then only if the Member’s interest is a Class A Member’s interest and the party acquiring the interest at foreclosure, recovery or acquisition becomes a substituted Class A Member pursuant to the provisions of this Section. Any such Member’s interest shall be subject to the rights and options of other Members as provided in Article VIII. Further, unless the acquiring party becomes a substituted Class A Member with respect to the acquired Member’s interest, the acquiring party shall have resolved the status of a Transferee, and any acquired Class A Units shall be deemed not to exist for purposes (but only for purposes) of exercising options (including purchase options), performing acts, calling meetings, establishing a quorum, executing documents, giving consents, casting votes, exercising discretion or shall resolve by unanimous vote, are you sure? that the assignee or proposed assignee making designations. If a Member is a respectable corporation, partnership, joint venture, limited-liability company, trustee, trust or other entity or enterprise, and financially responsible person if at any time (i) a majority of the ownership interests of the Member cease to be owned by parties who were either owners when the Member became a Member or who are, or would be, Permitted Assignees, or (ii) with respect to a trust, a majority of the trustees or beneficiaries having a beneficial interest in a majority of the trust income cease to be parties who 1) were either trustees or beneficiaries when the Member became a Member or 2) are or would be Permitted Assignees, then in any such event, that Member shall be deemed for the purposes of this Agreement to have at that time made an assignment of all of the Joint Venture. Upon Member’s interest, in which case the later first three paragraphs of such unanimous resolution this Section shall apply to the Member, the Member’s interest and the Effective Date of Assignment, the assigning Party shall (as between the assigning Party and the other Parties) be relieved and discharged from all such liabilities of the assignee accruing thereafter and any obligation to indemnify the other Parties in respect thereof.
(c) The onus of proving to the satisfaction of the Parties that the assignee or proposed assignee is a respectable and financially responsible person for the purposes of the Joint Venture shall rest upon the assigning Party. Upon proof that a proposed assignee is such a respectable and financially responsible person, no Party shall unreasonably withhold its vote to a resolution on that matter.
(d) Each Party shall, when required by any such assignee, perform, execute, acknowledge and deliver all such further acts, deeds and assurances as may be reasonably required of it to perfect the assignment of a Participating Interest or part thereof to, or the assumption of rights or obligations thereunder by, such assignee.
Appears in 1 contract