Status of Third Party Transferee Sample Clauses

Status of Third Party Transferee. No transferee, including any transferee by operation of law or court order, of all or any portion of any Interest in the Company shall, without the prior written consent of the Member, which consent may be withheld by the Member in its sole and absolute discretion, acquire the status as a substituted or additional member of the Company under the Act or under this Agreement, but shall solely have the status, rights and privileges of an assignee. If a substituted or additional member is admitted to the Company in accordance with this Section 5.2, such substitute or additional member shall be responsible for the payment of all fees and expenses associated with the transfer and such substitution or admission as the Member may require.
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Status of Third Party Transferee. Except as otherwise provided, no third party transferee of an Interest shall, without the prior written consent of all of the Members, acquire the status of a substituted Member of the Company under the Delaware Act or this Agreement, but shall have solely the economic rights to share in the Company's allocations of Profits and Losses and distributions with respect to the transferred Interest. In the event a substitute Member is admitted to the Company in accordance with this Section 10.2, such substitute Member shall be responsible for the payment of all fees and expenses associated with the transfer and such substitution as the Management Committee may deem reasonable and appropriate.
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Status of Third Party Transferee. Notwithstanding any other provision of this Agreement, no third-party transferee of a Unit, including a transferee in connection with a Permitted Transfer, shall acquire the status of a substituted Member of the Company under this Agreement, the Delaware Act or other applicable law, unless (a) the requirements of Section 9.1 hereof are met, (b) the third-party transferee executes an instrument satisfactory to the Board accepting and adopting the terms and provisions of this Agreement in full, and (c) the third-party transferee pays all fees and expenses associated with the transfer and such substitution as the Board may deem reasonable and appropriate. Until such third-party transferee is duly admitted as a substitute Member in accordance with this Section 9.3, such person shall have solely the rights of an Economic Interest Owner.
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Status of Third Party Transferee. Except as provided in Section 6.1(b), no third party transferee of a Membership Interest shall, without the prior written consent of a Majority-in-Interest of the remaining Members, acquire the status of a substituted Member of the Company under the Act or this Agreement, but shall have solely the rights of an Interest Holder. In the event a substitute Member is admitted to the Company in accordance with Section 6.1(b) or this Section 6.4, such substitute Member shall be responsible for the payment of all fees and expenses associated with the Transfer and such substitution as the Managing Member may deem reasonable and appropriate.
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Related to Status of Third Party Transferee

  • Third Party Terms Subject to the actual language agreed to in the Order by the Contracting Officer. Any third party manufacturer will be brought into the negotiation, or the components acquired separately under Federally-compatible agreements, if any. Contractor indemnities do not constitute effective migration.

  • ADDITIONAL THIRD PARTY TERMS The following terms apply in addition to the Agreement:

  • Unaffiliated Third Parties Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, airborne services, the U.S. mails and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

  • NON-EXCLUSIVITY; TRADING FOR ADVISER’S OWN ACCOUNT The Trust’s employment of the Adviser is not an exclusive arrangement. The Trust may from time to time employ other individuals or entities to furnish it with the services provided for herein with respect to other series of the Trust. Likewise, the Adviser may act as investment adviser for any other person, and shall not in any way be limited or restricted from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided, however, that the Adviser expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to any Fund under this Agreement; and provided further that the Adviser will adopt a code of ethics governing employee trading and trading for proprietary accounts that conforms to the requirements of the Investment Company Act and the Advisers Act and has been approved by the Board of Trustees.

  • Conflicts; Consents of Third Parties (a) The execution and delivery by Parent and Purchaser of this Agreement and each other agreement, document or instrument contemplated hereby or thereby to which Parent and Purchaser is a party, the consummation of the transactions contemplated hereby and thereby, or compliance by Parent and Purchaser with any of the provisions hereof or thereof do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Parent and Purchaser; (ii) any Contract or Permit to which Parent or Purchaser is a party or by which any of the properties or assets of Parent or Purchaser are bound; (iii) any Order of any Governmental Body applicable to Parent or Purchaser or any of the properties or assets of Parent or Purchaser as of the date hereof; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Parent or Purchaser in connection with the execution and delivery of this Agreement and each other agreement, document or instrument contemplated hereby or thereby to which Parent or Purchaser is a party, the compliance by Parent or Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby, the taking by Parent or Purchaser of any other action contemplated hereby or thereby, except for (i) compliance with the applicable requirements of the HSR Act, (ii) the entry of the Bidding Procedures Order and the Sale Order and (iii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make, would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.