Transfer of Assets Not in the Ordinary Course

1. Law
2. Tennessee Code
3. Securities, Corporations and Associations
4. Tennessee Revised Limited Liability Company Act
5. Merger, Conversion and Transfer of Assets
6. Transfer of Assets Not in the Ordinary Course

1. Approval of transfer.  The sale, lease, transfer or other disposition by an LLC of all, or substantially all, of its property and assets not in the usual and regular course of business shall be approved by:
   1. A majority vote of the managers, if the LLC is a manager-managed LLC, or a majority vote of the directors, if the LLC is a director-managed LLC; and
   2. A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC.
2. Liability of transferee.  The transferee of assets under this section is liable for the debts, obligations and liabilities of the transferor, only to the extent provided in the contract or agreement between the transferee and the transferor, with respect to the transfer of assets or to the extent provided by this chapter or other applicable law.

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