Common use of General Provisions Regarding Assignments Clause in Contracts

General Provisions Regarding Assignments. (a) A transferee who has been admitted as a substituted Member in accordance with this Article XI or a New Member that has been issued an Interest by the Company and is admitted as a Member in accordance with Section 10.1(c) shall have all the rights and powers and be subject to all the restrictions and liabilities of a Member under this Agreement, and shall be subject to all of the provisions of this Agreement. (b) Upon admission of a substituted Member or New Member, the Company shall amend and/or restate this Agreement in order to document such admission (including, without limitation, by amending Exhibit A to reflect the name, address, Percentage Interest and Legacy Interest of such Member). No Person shall be admitted as a substituted Member or a New Member unless such Person shall have executed and delivered to the Members this Agreement, as so amended and/or restated, or an agreement as described in Section 11.3(b). In such event, the Company shall not be dissolved or wound up, but instead shall continue as before with, however, the substitution of such New Member or addition of such New Member. Except as expressly provided in this Agreement, no such Disposition of an Interest by a Member shall relieve the transferor Member from any of its obligations under this Agreement arising from any acts, omissions, facts or circumstances occurring prior to such Disposition (it being understood that, except as otherwise expressly provided herein, the transferor Member shall be relieved of such obligations to the extent that the same arise from acts, omissions, facts or circumstances first occurring after such Disposition and the same are assumed in writing by the transferee, but the transferor Member and its Affiliated Guarantor of the transferor Member shall remain liable to the extent set forth in Section 11.5(g)). (c) A transferee Member or a New Member shall be admitted pursuant to the terms of this Agreement as of the first day of the month following the month in which such Member has acquired the Interest and been so admitted as a Member and, for purposes of allocating Profit, Loss and Distributions, such Member shall be treated as having become a substituted or New Member (as the case may be) with respect to the Interest acquired on such date, unless, with respect to a transferee Member, the transferor and transferee agree to another method of allocation that is approved by the Members pursuant to Section 10.1. (d) The Members shall cause the Certificate to be amended if and to the extent necessary and required by the Act to add a substituted or New Member.