Common use of Assignments Generally; Substituted Member Clause in Contracts

Assignments Generally; Substituted Member. Without limiting the provisions of Sections 9.1 through 9.3, a Transfer shall be valid hereunder only if: (A) the transferring Member and the recipient (the “Assignee”) each execute and deliver to the Company such documents and instruments of conveyance as may be reasonably requested by the Board to effect such Transfer and to confirm the agreement of the Assignee to be bound by the provisions of this Agreement; (B) the Transferring Member and Assignee provide to the Board the Assignee’s taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any interest Transferred until the Board has received such information; (C) the Transferring Member furnishes to the Company (unless waived by the Board) an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Board, that (i) the Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, as amended, (ii) the Transfer will not cause the Company to be taxed as a corporation pursuant to Section 7704 of the Code and (iii) either the interest Transferred has been registered under the Securities Act and any applicable state securities laws or the Transfer is exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities; and (D) the Transferring Member reimburses the Company for all costs and expenses that the Company reasonably incurs in connection with the Transfer.

Assignments Generally; Substituted Member. Without limiting the provisions of Sections 9.1 through 9.3, a Transfer shall be valid hereunder only if: (A) the transferring Member and the recipient (the “Assignee”"ASSIGNEE") each execute and deliver to the Company such documents and instruments of conveyance as may be reasonably requested by the Board to effect such Transfer and to confirm the agreement of the Assignee to be bound by the provisions of this Agreement; (B) the Transferring Member and Assignee provide to the Board the Assignee’s 's taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any interest Transferred until the Board has received such information; (C) the Transferring Member furnishes to the Company (unless waived by the Board) an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Board, that (i) the Transfer will not cause the Company to be deemed to be an “"investment company” " under the Investment Company Act of 1940, as amended, (ii) the Transfer will not cause the Company to be taxed as a corporation pursuant to Section 7704 of the Code and (iii) either the interest Transferred has been registered under the Securities Act and any applicable state securities laws or the Transfer is exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities; and (D) the Transferring Member reimburses the Company for all costs and expenses that the Company reasonably incurs in connection with the Transfer.

Assignments Generally; Substituted Member. Without limiting the provisions of Sections 9.1 through 9.3Section 9.1, a Transfer shall be valid hereunder only if: (A) the transferring Member (the “Transferring Member”) and the recipient (the “Assignee”) each execute and deliver to the Company such documents and instruments of conveyance as may be reasonably requested by the Board a Member to effect such Transfer and to confirm the agreement of the Assignee to be bound by the provisions of this Agreement; (B) the Transferring Member and Assignee provide to the Board Members the Assignee’s taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any interest Transferred until the Board has Members have received such information; (C) the Transferring Member furnishes to the Company (unless waived by the BoardMembers) an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Boardother Member, that (i) the Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, as amended, (ii) the Transfer will not cause the Company to be taxed as a corporation pursuant to Section 7704 of the Code and (iii) either the interest Transferred has been registered under the Securities Act and any applicable state securities laws or the Transfer is exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities; and (D) the Transferring Member reimburses the Company for all costs and expenses that the Company reasonably incurs in connection with the Transfer.

Assignments Generally; Substituted Member. Without limiting the provisions of Sections 9.1 through 9.39.2, a Transfer shall be valid hereunder only if: (A) the transferring Transferring Member and the recipient (the “Assignee”) Assignee each execute and deliver to the Company Board such documents and instruments of conveyance as may be reasonably requested by the Board to effect such Transfer and to confirm the agreement of the Assignee to be bound by the provisions of this Agreement; (B) the Transferring Member and Assignee provide to the Board the Assignee’s taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any interest Transferred until the Board has received such information; (C) the Transferring Member furnishes to the Company Board (unless waived by the Board) an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Board, that (i) the Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, as amended, (ii) the Transfer will not cause the Company to be taxed as a corporation pursuant to Section 7704 of the Code and (iii) either the interest Transferred has been registered under the Securities Act and any applicable state securities laws or the Transfer is exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities; and (D) the Transferring Member reimburses the Company for all costs and expenses that the Company reasonably incurs in connection with the Transfer.

Assignments Generally; Substituted Member. Without limiting the provisions of Sections 9.1 through 9.3, a Transfer shall be valid hereunder only if: : (A) the transferring Transferring Member and the recipient (the “Assignee”) Assignee each execute and deliver to the Company such documents and instruments of conveyance as may be reasonably requested by the Board to effect such Transfer and to confirm the agreement of the Assignee to be bound by the provisions of this Agreement; ; (B) the Transferring Member and Assignee provide to the Board the Assignee’s 's taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any interest Transferred until the Board has received such information; ; (C) the Transferring Member furnishes to the Company (unless waived by the Board) an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Board, that (i) the Transfer will not cause the Company to be deemed to be an “"investment company” " under the Investment Company Act of 1940, as amended, (ii) the Transfer will not cause the Company to be taxed as a corporation pursuant to Section 7704 of the Code and (iii) either the interest Transferred has been registered under the Securities Act and any applicable 50 <PAGE> state securities laws or the Transfer is exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities; and and (D) the Transferring Member reimburses the Company for all costs and expenses that the Company reasonably incurs in connection with the Transfer.

Assignments Generally; Substituted Member. Without limiting the provisions of Sections 9.1 through 9.3, a Transfer shall be valid hereunder only if: (A) the transferring Transferring Member and the recipient (the “Assignee”) Assignee each execute and deliver to the Company such documents and instruments of conveyance as may be reasonably requested by the Board to effect such Transfer and to confirm the agreement of the Assignee to be bound by the provisions of this Agreement; (B) the Transferring Member and Assignee provide to the Board the Assignee’s 's taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any interest Transferred until the Board has received such information; (C) the Transferring Member furnishes to the Company (unless waived by the Board) an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Board, that (i) the Transfer will not cause the Company to be deemed to be an “"investment company” " under the Investment Company Act of 1940, as amended, (ii) the Transfer will not cause the Company to be taxed as a corporation pursuant to Section 7704 of the Code and (iii) either the interest Transferred has been registered under the Securities Act and any applicable state securities laws or the Transfer is exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities; and (D) the Transferring Member reimburses the Company for all costs and expenses that the Company reasonably incurs in connection with the Transfer.