Common use of Agreements with Transferees Clause in Contracts

Agreements with Transferees. (i) If pursuant to the provisions of Section 10.2 (a), (b) or (c), ally Party (the “Transferor”) shall purport to make a Transfer of any part of its Total Interest to any Person (“Transferee”), no such Transfer shall entitle the Transferee to ally benefits or rights hereunder until: (1) the Transferee agrees in writing to assume and be bound by all the obligations of the Transferor and be subject to all the restrictions to which the Transferor is subject under the terms of this Agreement and any agreements with respect to a Project to which the Transferor is then subject OF is then required to be a party; and (2) the Transferor and Transferee enter into a written agreement with the other Parties and the Company which provides (x) that the Transferor is irrevocably designated the proxy of the Transferee to exercise all voting and other approval rights appurtenant to the Total Interest acquired by the Transferee, (y) that the Transferor shall remain liable for all obligations arising under tills Agreement prior to or after such Transfer in respect of the Total Interest so transferred, and (z) that the Transferee or Transferor, as applicable, shall indemnify the Parties from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and court costs) which may arise as a result of ally breach by the Transferee or Transferor of its obligations hereunder. (ii) No Transferee of any Total Interest shall make any further disposition except in accordance with the terms and conditions hereof. (iii) All costs and expenses incurred by the Company, or the non-transferring Parties, in connection with any Transfer of a Total Interest, including ally filing or recording costs and the fees and disbursements of counsel, shall be paid by the Transferor.

Agreements with Transferees. (ia) If pursuant to the provisions of this Section 10.2 (a)10.2, (b) or (c), ally Party any Member (the “"Transferor”") shall purport to make a Transfer of any part of its Total Percentage Interest to any Person (“"Transferee”"), no such Transfer shall entitle the Transferee to ally any benefits or rights hereunder until: (1i) the Transferee agrees in writing to assume and be bound by all the obligations of the Transferor and be subject to all the restrictions to which the Transferor is subject under the terms of this Agreement and any agreements with respect to a the Project to which the Transferor is then subject OF or is then required to be a party; and (2ii) the Transferor and Transferee enter into a written agreement with the other Parties Member and the Company which provides (x) that the Transferor is irrevocably designated the proxy of the Transferee to exercise all voting and other approval rights appurtenant to the Total Percentage Interest acquired by the Transferee, (y) that the Transferor shall remain liable for all obligations arising under tills this Agreement prior to or after such Transfer in respect of the Total Percentage Interest so transferred, provided, however that as to any Transfer to a non-Affiliate of a Member, the Transferor shall only be liable for all obligations arising under this Agreement and any agreements with respect to the Project to which the Transferor is then subject or is then required to be a party from and after such Transfer in respect of the Percentage Interest so transferred; and (z) that the Transferee or Transferor, as applicable, shall indemnify the Parties Members from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ ' fees and court costs) which may arise as a result of ally any breach by the Transferee or Transferor of its obligations hereunder. (iib) No Transferee of any Total Percentage Interest shall make any further disposition except in accordance with the terms and conditions hereof. (iiic) All costs and expenses incurred by the Company, or the non-transferring PartiesMember, in connection with any Transfer of a Total Percentage Interest, including ally any filing or recording costs and the fees and disbursements of counsel, shall be paid by the Transferor.

Agreements with Transferees. (i) If pursuant to the provisions of Section 10.2 (a), (bSections 7.2(a) or (cb), ally Party any Partner (the “Transferor”) shall purport to make a Transfer of any part of its Total Interest to any Person (“Transferee”), no such Transfer shall entitle the Transferee to ally any benefits or rights hereunder until: (1) the : Transferee agrees in writing to assume and be bound by all the obligations of the Transferor and be subject to all the restrictions to which the Transferor is subject under the terms of this Agreement and any agreements with respect to a the Project to which the Transferor is then subject OF or is then required to be a party; and (2) the and Transferor and Transferee enter into a written agreement with the other Parties and the Company Partnership which provides (x) in the case of a partial transfer of Interests, that the Transferor is irrevocably designated the proxy of the Transferee to exercise all voting and other approval rights appurtenant to the Total Interest acquired by the Transferee, (y) that the Transferor shall remain liable for all obligations arising under tills this Agreement prior to or after such Transfer in respect of the Total Interest so transferred; provided, however, that as to any Transfer to a non-Affiliate of the Transferor, Transferor shall only be liable for all obligations arising under this Agreement and any agreements with respect to the Project to which Transferor is then subject or is then required to be a party from and after such Transfer in respect of the Interest so transferred; and (z) that the Transferee or Transferor, as applicable, shall indemnify the Parties Partners from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and court costs) which may arise as a result of ally any breach by the Transferee or Transferor of its obligations hereunder. (ii) . No Transferee of any Total Interest shall make any further disposition except in accordance with the terms and conditions hereof. (iii) . All costs and expenses incurred by the CompanyPartnership, or the non-transferring PartiesPartners, in connection with any Transfer of a Total Interest, including ally any filing or recording costs and the fees and disbursements of counsel, shall be paid by the Transferor.

Agreements with Transferees. (ia) If pursuant to the provisions of this Section 10.2 (a)8.2, (b) or (c), ally Party any Member (the “Transferor”) shall purport to make a Transfer of any part of its Total Member Interest to any Person (“Transferee”), no such Transfer shall entitle the Transferee to ally any benefits or rights hereunder until: (1i) the Transferee agrees in writing to assume and be bound by all the obligations of the Transferor and be subject to all the restrictions to which the Transferor is subject under the terms of this Agreement and any agreements with respect to a Project to which the Transferor is then subject OF is then required to be a partyAgreement; and (2ii) the Transferor and Transferee enter into a written agreement with the other Parties Member and the Company which provides (x) that the Transferor is irrevocably designated the proxy of the Transferee to exercise all voting and other approval rights appurtenant to the Total Member Interest acquired by the Transferee, (y) that the Transferor shall remain liable for all obligations arising under tills this Agreement prior to or and after such Transfer in respect of the Total Member Interest so transferred, ; and (z) that the Transferee or Transferor, as applicable, shall indemnify the Parties Members from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and court costs) which may arise as a result of ally any breach by the Transferee or Transferor of its obligations hereunder. (iiiii) the Transferee of such transfer complies with ERISA to the satisfaction of the Members. (b) No Transferee of any Total Member Interest shall make any further disposition except in accordance with the terms and conditions hereof. (iiic) All costs and expenses incurred by the Company, or the non-transferring PartiesMember, in connection with any Transfer of a Total Member Interest, including ally any filing or recording costs and the fees and disbursements of counsel, shall be paid by the Transferor.

Agreements with Transferees. (i) If pursuant to the provisions of Section 10.2 (a)this SECTION 10.2, (b) or (c), ally Party any Member (the “"Transferor”") shall purport to make a Transfer of any part of its Total Percentage Interest to any Person (“"Transferee”"), no such Transfer shall entitle the Transferee to ally any benefits or rights hereunder until: (1) the Transferee agrees in writing to assume and be bound by all the obligations of the Transferor and be subject to all the restrictions to which the Transferor is subject under the terms of this Agreement and any agreements with respect to a the Project to which the Transferor is then subject OF or is then required to be a party; and (2) the Transferor and Transferee enter into a written agreement with the other Parties Member and the Company which provides (x) that the Transferor is irrevocably designated the proxy of the Transferee to exercise all voting and other approval rights appurtenant to the Total Percentage Interest acquired by the Transferee, (y) that the Transferor shall remain liable for all obligations arising under tills this Agreement prior to or after such Transfer in respect of the Total Percentage Interest so transferred, and (z) that the Transferee or Transferor, as applicable, shall indemnify the Parties Members from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ ' fees and court costs) which may arise as a result of ally any breach by the Transferee or Transferor of its obligations hereunder. (ii) No Transferee of any Total Percentage Interest shall make any further disposition except in accordance with the terms and conditions hereof. (iii) All costs and expenses incurred by the Company, or the non-transferring PartiesMember, in connection with any Transfer of a Total Percentage Interest, including ally any filing or recording costs and the fees and disbursements of counsel, shall be paid by the Transferor.

Agreements with Transferees. (i) If pursuant to the provisions of Section 10.2 (a)this Article XIII, (b) or (c), ally Party any Member (the “"Transferor”") shall purport to make a Transfer of any part of its Total Membership Interest (including any Class Interest) to any Person (“Permitted Transferee”), no such Transfer shall entitle the Permitted Transferee to ally any benefits or rights hereunder until: : (1i) the Permitted Transferee agrees in writing to assume and be bound by all the obligations of the Transferor and be subject to all the restrictions to which the Transferor is subject under the terms of this Agreement and Agreement, any agreements with respect to a Project the Asset to which the Transferor is then subject OF or is then required to be a party; and and (2ii) the Transferor and Permitted Transferee enter into a written agreement with the other Parties Members and the Company which provides (x) that the Transferor is irrevocably designated the proxy of the Transferee to exercise all voting and other approval rights appurtenant to the Total Interest acquired by the Transferee, (y) that the Transferor shall remain liable for all obligations arising under tills this Agreement prior to or after such Transfer in respect of the Total Membership Interest so transferred, and (z) that the Permitted Transferee or Transferor, as applicable, shall indemnify the Parties Members from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ ' fees and court costs) which may arise as a result of ally any breach by the Permitted Transferee or Transferor of its obligations hereunder. (ii) . No Permitted Transferee of any Total Membership Interest shall make any further disposition except in accordance with the terms and conditions hereofof this Article XIII. (iii) All costs and expenses incurred by the Company, or the non-transferring Parties, in connection with any Transfer of a Total Interest, including ally filing or recording costs and the fees and disbursements of counsel, shall be paid by the Transferor.