TRANSFERS OF INTERESTS AND ASSIGNMENTS; WITHDRAWAL Sample Clauses

TRANSFERS OF INTERESTS AND ASSIGNMENTS; WITHDRAWAL. EXPULSION; PURCHASE OF A MEMBER’S INTEREST; BUY-SELL AGREEMENT; RIGHT OF FIRST REFUSAL 16 8.1 GENERAL RESTRICTIONS 16 8.2 PERMITTED TRANSFERS 17 8.3 SUBSTITUTE MEMBERS 17 8.4 EFFECT OF ADMISSION AS A SUBSTITUTE MEMBER 18 8.5 ADDITIONAL MEMBERS 18 8.6 PURCHASE OF A MEMBER’S INTEREST 18 8.7 DRAG ALONG RIGHTS 20 8.8 PURCHASE TERMS VARIED BY AGREEMENT 20 8.9 EXPULSION 20 ARTICLE 9. DISSOLUTION AND TERMINATION 20 9.1 EVENTS CAUSING DISSOLUTION 20 9.2 NOTICES TO SECRETARY OF STATE 21 9.3 CASH DISTRIBUTIONS UPON DISSOLUTION 21 9.4 IN-KIND 22 ARTICLE 10. ACCOUNTING AND BANK ACCOUNTS 22 10.1 FISCAL YEAR AND ACCOUNTING METHOD 22 10.2 BOOKS AND RECORDS 22 10.3 BOOKS AND FINANCIAL REPORTS 23 10.4 TAX RETURNS AND ELECTIONS 23 10.5 BANK ACCOUNTS 23 ARTICLE 11. MISCELLANEOUS 24 11.1 TITLE TO PROPERTY; NO PARTITION 24 11.2 WAIVER OF DEFAULT 24 11.3 NOTICE 24 11.4 AMENDMENT 25 11.5 NO THIRD PARTY RIGHTS 25 11.6 SEVERABILITY 25 11.7 NATURE OF INTEREST IN THE COMPANY 25 11.8 BINDING AGREEMENT 25 11.9 HEADINGS 25 11.10 WORD MEANINGS 26 11.11 COUNTERPARTS 26 11.12 ENTIRE AGREEMENT 26 11.13 REPRESENTATIONS AND ACKNOWLEDGMENTS 26 11.14 MEMBER’S REPRESENTATIVE 26 11.15 DISPUTE RESOLUTION AND ARBITRATION 27 11.16 NON DISCLOSURE 27 11.17 GOVERNING LAW 27 SCHEDULE A - RESERVED 1 SCHEDULE B – TAXES 1
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Related to TRANSFERS OF INTERESTS AND ASSIGNMENTS; WITHDRAWAL

  • 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.

  • Transfers of Interests The Transferee of any Interests shall be admitted to the LLC as a substitute member of the LLC on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Interests, and (ii) the recording of the Transfer of Interests and the Transferee’s name as a substitute member on the books and records of the LLC. Any Transfer of any Interests pursuant to this Section 7.1 shall be effective as of the registration of the Transfer of Interests in the books and records of the LLC and a Transferor of all of its Interest shall not cease to be a member of the LLC until the Transferee is admitted to the LLC as a member of the LLC.

  • TEACHING LOADS AND ASSIGNMENTS A. The normal weekly teaching load in Owosso High School will be thirty teaching periods and five unassigned preparation periods. The normal weekly teaching load in Lincoln High School will be twenty-five teaching periods and five unassigned preparation periods. The normal weekly teaching load in the Middle School will be thirty teaching periods and five unassigned preparation periods. The normal weekly teaching load in the elementary schools will be thirty teaching hours. Each elementary teacher will be provided with 45-60 minutes of unassigned planning time five days a week. No departure from these norms, except in the case of emergency, shall be authorized without prior consultation with the Association. In the event of any disagreement between the representative of the Board and the Association as to the need and desirability of such deviation, the matter may be processed through the professional grievance procedure hereinafter set forth. B. Teachers who will be affected by a change in grade assignments in the elementary school grades and by changes in subject assignments in the secondary school grades will be notified and consulted by their principals as soon as schedules for the coming year are established per the procedure set forth in Article 10. C. Teachers will assume responsibility for hall conduct for the area adjacent to their rooms and may expect reasonable assignment by the building administrator corridor duties. D. Teachers may expect reasonable assignment by the building administrator to school related activities carried on within the school day. E. The Board and the Association recognize that the education of the children of the Owosso School District is their primary responsibility. The Board and the Association recognize that they also have a responsibility to assist in the training of future teachers. The Board, therefore, agrees to the following practices as regards student or practice teachers. 1. No teacher shall be assigned a student teacher against his wishes. 2. Probationary teachers may not be used as critic or supervisory teachers. 3. Critic or supervising teachers shall have the right to recommend to the building administrator the rejection at any time of any assigned student teacher with whom they feel they cannot work effectively. 4. No critic teacher may be assigned more than one student teacher for a given time period in academic classes unless the critic teacher agrees to the multiple assignment. 5. Critic teachers will receive the current rate of compensation paid by the universities. 6. Student teachers will not be used as substitute teachers outside their student teaching assignments.

  • Resignation as L/C Issuer or Swingline Lender after Assignment Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America may, (i) upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as L/C Issuer or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swingline Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

  • Certificates from Lenders A certificate of a Lender or the Issuing Bank setting forth the amount or amounts, in Dollars, necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be promptly delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.