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23. Assignments of Percentage Interest.
No Member may, directly or indirectly, sell,
assign, pledge or otherwise transfer or encumber any
portion of such Member’s Percentage Interest (a
“Transfer”) to any other person without the prior
written consent of the Manager, which may be given or
withheld in its sole discretion and which consent may
be subject to such terms and conditions as the Manager
may determine. Any purported Transfer in violation of
Section 23 shall be null and void and shall not be
recognized by the Company.
24. Waiver of Partition; Nature of Interest.
Except as otherwise expressly provided in
this Agreement, to the fullest extent permitted by law,
each Member hereby irrevocably waives any right or
power that such Member might have to cause the Company
or any of its assets to be partitioned, to cause the
appointment of a receiver for all or any portion of the
assets of the Company, to compel any sale of all or any
portion of the assets of the Company pursuant to any
applicable law or to file a complaint or to institute
any proceeding at law or in equity to cause the
dissolution, liquidation, winding up or termination of
the Company. No Member shall have any interest in any
specific assets of the Company. The interest of each
Member in the Company is personal property.
* * * * * * *
29. Amendments.
This Agreement may be amended by the Manager
at any time in its sole discretion, provided that
(a) any amendment to Section 9(d), Section 11, the
first sentence of Section 13, Section 14, the proviso
to the first sentence of Section 15, Section 17,
Section 18, Section 20, Section 24, this Section 29 or
Section 34 hereof shall not be effective without the
Initial Member’s prior written consent, which consent
shall not be unreasonably withheld and (b) any
amendment which materially and adversely affects the
rights of any Member shall not be effective without
such Member’s consent, such consent not to be
unreasonably withheld; provided further that, in
addition to any consent or approval otherwise required
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