Extract to table

RECITALS WHEREAS, the Parties desire to set forth the terms and conditions upon which the Assignor shall assign, and the Assignee shall accept and assume, the Membership Interests (as defined below) in GMP Buckhead LLC, a Delaware limited liability company; A

Capitalized terms used but not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the PSA

To the extent that a defined term in this Assignment conflicts with the corresponding defined term in the PSA, the definition set forth in the PSA shall control, except where this Assignment expressly provides otherwise

The assignment, transfer, and conveyance of the Membership Interests is absolute and unconditional, and Assignor hereby relinquishes all right, title, and interest in and to the Membership Interests, and shall have no further rights, claims, or interests therein from and after the Assignment Effective Date

The foregoing allocation of obligations between Retained Obligations and Assumed Obligations shall be subject to the proration and true-up provisions set forth in Section 8

Account signatories shall be updated to Assignee's designees upon the closing, and Assignor shall execute such bank resolutions, signature cards, and authorizations as may be required by Magnolia Commerce Bank, N