SLG » Topics » KNOW ALL MEN BY THESE PRESENTS

These excerpts taken from the SLG 8-K filed Jan 11, 2007.
KNOW ALL MEN BY THESE PRESENTS, that, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration in hand paid by the Assignee, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby convey, grant, transfer, set over and assign to Assignee    % of Assignor’s legal and beneficial ownership interest in 1350 LLC, a Delaware limited liability company (the “Company”), including, without limitation,    % of its right, title and interest in the assets, capital, profits, losses, gains, credits, deductions and other allocations, cash flow, and other distributions (ordinary and extraordinary) of the Company in respect of all periods on and after the date hereof (the “Interest”), to have to and hold the same unto Assignee, its successors and assigns from and after the date hereof, subject to the terms and provisions of that certain Limited Liability Company Agreement (the “Operating Agreement”).

Assignee hereby accepts the assignment hereunder and hereby agrees to be bound by each and every provision of the Operating Agreement in respect of the Interest from and after the date hereof and assumes all obligations under the Operating Agreement in respect of the Interest.

Each party hereby agrees to execute such further documents as may be required or desirable by the other party in order to effectuate or evidence the assignment set forth herein and the admission of Assignee as a member of the Company.

This Assignment is made without representation, warranty, covenant or recourse against Assignor of any kind or nature.

This Assignment may be executed in several counterparts, each of which shall for all purposes constitute but one agreement, binding on each party hereto.

This Assignment shall be construed and enforced in accordance with the laws of the State of New York.




KNOW ALL MEN BY THESE PRESENTS, that, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration in hand paid by the Assignee, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby convey, grant, transfer, set over and assign to Assignee    % of Assignor’s legal and beneficial ownership interest in 1350 LLC, a Delaware limited liability company (the “Company”), including, without limitation,    % of its right, title and interest in the assets, capital, profits, losses, gains, credits, deductions and other allocations, cash flow, and other distributions (ordinary and extraordinary) of the Company in respect of all periods on and after the date hereof (the “Interest”), to have to and hold the same unto Assignee, its successors and assigns from and after the date hereof, subject to the terms and provisions of that certain Limited Liability Company Agreement (the “Operating Agreement”).

Assignee hereby accepts the assignment hereunder and hereby agrees to be bound by each and every provision of the Operating Agreement in respect of the Interest from and after the date hereof and assumes all obligations under the Operating Agreement in respect of the Interest.

Each party hereby agrees to execute such further documents as may be required or desirable by the other party in order to effectuate or evidence the assignment set forth herein and the admission of Assignee as a member of the Company.

This Assignment is made without representation, warranty, covenant or recourse against Assignor of any kind or nature.

This Assignment may be executed in several counterparts, each of which shall for all purposes constitute but one agreement, binding on each party hereto.

This Assignment shall be construed and enforced in accordance with the laws of the State of New York.




These excerpts taken from the SLG 8-K filed Oct 19, 2006.
KNOW ALL MEN BY THESE PRESENTS, that, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration in hand paid by the Assignee, the receipt and sufficiency of such is hereby acknowledged, Assignor does hereby convey, grant, transfer, set over and assign to Assignee all of Assignor’s legal and beneficial ownership interest in [                                                  ], a [                                      ] (the “[Company]/[Partnership]”), including, without limitation, all of its right, title and interest in the assets, capital, profits, losses, gains, credits, deductions and other allocations, cash flow, and other distributions (ordinary and extraordinary) of the [Company][Partnership] in respect of all periods on and after the date hereof (the “Interest”), to have to and hold the same unto Assignee, its successors and assigns from and after the date hereof, subject to the terms and provisions of that certain [Limited Liability Company][Partnership] Agreement (the “Operating Agreement”).

 

Assignee hereby accepts the assignment hereunder and hereby agrees to be bound by each and every provision of the Operating Agreement in respect of the Interest from and after the date hereof and assumes all obligations under the Operating Agreement in respect of the Interest.

 

Each party hereby agrees to execute such further documents as may be required or desirable by the other party in order to effectuate or evidence the assignment set forth herein, the withdrawal of Assignor from the [Company][Partnership], and the admission of Assignee as a [member][partner] of the [Company][Partnership].

 

This Assignment is made without representation, warranty, covenant or recourse against Assignor of any kind or nature.

 

This Assignment may be executed in several counterparts, each of which shall for all purposes constitute but one agreement, binding on each party hereto.

 

This Assignment shall be construed and enforced in accordance with the laws of the State of New York.

 

M-1



 

KNOW ALL MEN BY THESE PRESENTS, that, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration in hand paid by the Assignee, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby convey, grant, transfer, set over and assign to Assignee all of Assignor’s legal and beneficial ownership interest in [                                          ], a [                                          ] (the “[Company]/[Partnership]”), including, without limitation, all of its right, title and interest in the assets, capital, profits, losses, gains, credits, deductions and other allocations, cash flow, and other distributions (ordinary and extraordinary) of the [Company][Partnership] in respect of all periods on and after the date hereof (the “Interest”), to have to and hold the same unto Assignee, its successors and assigns from and after the date hereof, subject to the terms and provisions of that certain [Limited Liability Company][Partnership] Agreement (the “Operating Agreement”).

 

Assignee hereby accepts the assignment hereunder and hereby agrees to be bound by each and every provision of the Operating Agreement in respect of the Interest from and after the date hereof and assumes all obligations under the Operating Agreement in respect of the Interest.

 

Each party hereby agrees to execute such further documents as may be required or desirable by the other party in order to effectuate or evidence the assignment set forth herein, the withdrawal of Assignor from the [Company][Partnership], and the admission of Assignee as a [member][partner] of the [Company][Partnership].

 

This Assignment is made without representation, warranty, covenant or recourse against Assignor of any kind or nature.

 

This Assignment may be executed in several counterparts, each of which shall for all purposes constitute but one agreement, binding on each party hereto.

 

This Assignment shall be construed and enforced in accordance with the laws of the State of New York.

 

M-1



 

KNOW ALL MEN BY THESE PRESENTS, that, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration in hand paid by the Assignee, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby convey, grant, transfer, set over and assign to Assignee all of Assignor’s legal and beneficial ownership interest in [                                                        ], a [                                              ] (the “[Company]/[Partnership]”), including, without limitation, all of its right, title and interest in the assets, capital, profits, losses, gains, credits, deductions and other allocations, cash flow, and other distributions (ordinary and extraordinary) of the [Company][Partnership] in respect of all periods on and after the date hereof (the “Interest”), to have to and hold the same unto Assignee, its successors and assigns from and after the date hereof, subject to the terms and provisions of that certain [Limited Liability Company][Partnership] Agreement (the “Operating Agreement”).

 

Assignee hereby accepts the assignment hereunder and hereby agrees to be bound by each and every provision of the Operating Agreement in respect of the Interest from and after the date hereof and assumes all obligations under the Operating Agreement in respect of the Interest.

 

Each party hereby agrees to execute such further documents as may be required or desirable by the other party in order to effectuate or evidence the assignment set forth herein, the withdrawal of Assignor from the [Company][Partnership], and the admission of Assignee as a [member][partner] of the [Company][Partnership].

 

This Assignment is made without representation, warranty, covenant or recourse against Assignor of any kind or nature.

 

This Assignment may be executed in several counterparts, each of which shall for all purposes constitute but one agreement, binding on each party hereto.

 

This Assignment shall be construed and enforced in accordance with the laws of the State of New York.

 



 

KNOW ALL MEN BY THESE PRESENTS, that, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration in hand paid by the Assignee, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby convey, grant, transfer, set over and assign to Assignee all of Assignor’s legal and beneficial ownership interest in [                                              ], a [                                   ] (the “[Company]/[Partnership]”), including, without limitation, all of its right, title and interest in the assets, capital, profits, losses, gains, credits, deductions and other allocations, cash flow, and other distributions (ordinary and extraordinary) of the [Company][Partnership] in respect of all periods on and after the date hereof (the “Interest”), to have to and hold the same unto Assignee, its successors and assigns from and after the date hereof, subject to the terms and provisions of that certain [Limited Liability Company][Partnership] Agreement (the “Operating Agreement”).

 

Assignee hereby accepts the assignment hereunder and hereby agrees to be bound by each and every provision of the Operating Agreement in respect of the Interest from and after the date hereof and assumes all obligations under the Operating Agreement in respect of the Interest.

 

Each party hereby agrees to execute such further documents as may be required or desirable by the other party in order to effectuate or evidence the assignment set forth herein, the withdrawal of Assignor from the [Company][Partnership], and the admission of Assignee as a [member][partner] of the [Company][Partnership].

 

This Assignment is made without representation, warranty, covenant or recourse against Assignor of any kind or nature.

 

This Assignment may be executed in several counterparts, each of which shall for all purposes constitute but one agreement, binding on each party hereto.

 

This Assignment shall be construed and enforced in accordance with the laws of the State of New York.

 

M-1



 

KNOW ALL MEN BY THESE PRESENTS, that, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration in hand paid by the Assignee, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby convey, grant, transfer, set over and assign to Assignee all of Assignor’s legal and beneficial ownership interest in [                                                ], a [                                         ] (the “[Company]/[Partnership]”), including, without limitation, all of its right, title and interest in the assets, capital, profits, losses, gains, credits, deductions and other allocations, cash flow, and other distributions (ordinary and extraordinary) of the [Company][Partnership] in respect of all periods on and after the date hereof (the “Interest”), to have to and hold the same unto Assignee, its successors and assigns from and after the date hereof, subject to the terms and provisions of that certain [Limited Liability Company][Partnership] Agreement (the “Operating Agreement”).

 

Assignee hereby accepts the assignment hereunder and hereby agrees to be bound by each and every provision of the Operating Agreement in respect of the Interest from and after the date hereof and assumes all obligations under the Operating Agreement in respect of the Interest.

 

Each party hereby agrees to execute such further documents as may be required or desirable by the other party in order to effectuate or evidence the assignment set forth herein, the withdrawal of Assignor from the [Company][Partnership], and the admission of Assignee as a [member][partner] of the [Company][Partnership].

 

This Assignment is made without representation, warranty, covenant or recourse against Assignor of any kind or nature.

 

This Assignment may be executed in several counterparts, each of which shall for all purposes constitute but one agreement, binding on each party hereto.

 

This Assignment shall be construed and enforced in accordance with the laws of the State of New York.

 



 

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