Common use of Unauthorized Actions Clause in Contracts

Unauthorized Actions. If a Member takes any action that is not authorized under this Agreement and, as a consequence of such action, the Company incurs any liability or obligation to any Person, at the election of a majority (by Ownership Interest) of the other Members (other than the Member taking such unauthorized action and any Affiliates of such Member), the Member taking such unauthorized action will be solely responsible for the full amount of such liability or obligation and will indemnify the Company against any claim for satisfaction thereof. Subject to receipt of an assumption agreement, duly executed by such Member, to the effect set forth in the foregoing sentence, which assumption agreement is in form and substance reasonably satisfactory to the other Members, the Company will assign to such Member all the Company's rights in and to any asset, income or benefit arising solely from the unauthorized action that resulted in the incurrence of such liability or obligation (such assignment to be effected by an assignment duly executed by the Company, which assignment is in form and substance reasonably satisfactory to such Member). After such assignment, the Member to which such rights have been assigned may use or transfer such rights as if such Member had originally taken such unauthorized action on its own behalf, rather than purportedly on behalf of the Company.