Conditions Applicable to All Transfers. Except as otherwise provided in this ARTICLE IX, all Transfers of Membership Interests must satisfy the following conditions:
(a) The transferring Member must give notice of the proposed Transfer to each of the Members not less than ten (10) calendar days prior to the effective date of the proposed Transfer;
(b) The transferring Member and the prospective transferee each execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and confirm the transferor’s intention that the transferee become a Member in its place with respect to the Membership Interests so transferred, and the prospective transferee makes representations and warranties substantially similar to the representations and warranties set forth in Section 3.11 (taking into account differences between the corporate forms of the transferor and transferee) and makes the covenants set forth in Section 3.12 as of the date of such Transfer that had been made or agreed to by the transferring Member;
(c) The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement (to the extent the transferor is to be released from such obligations);
(d) The Transfer will not violate any securities laws or any other applicable federal or state laws or the order of any court having jurisdiction over the Company or any of its assets, or any Project;
(e) In the case of a Transfer during the Recapture Period, the Transfer will not cause (i) the Company to terminate under Section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members; (ii) the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members; (iii) the assets of the Company to turn wholly or partly into “tax-exempt use property” within the meaning of Section 168(h) of the Code; or (iv) the assets of the Company to become subject wholly or partly to the alternative depreciation system in Section 168(g) of the Code;
(f) The Transfer will not cause the Company to be classified ...
Conditions Applicable to All Transfers. Notwithstanding anything to the contrary in Section 3.3 or otherwise in this Agreement, no Transfer of LLC Interests shall be recognized by the Company unless (i) such Transfer would not require registration under the Securities Act or violate any provisions of any applicable securities law or other Applicable Law; (ii) such Transfer would not violate either this Agreement or the laws, rules or regulations of any state or any Governmental Authority applicable to the transferor, the transferee or such Transfer; or (iii) such Transfer was not made to a Person who is the subject of any pending bankruptcy or insolvency proceedings, or to a Person who is a minor or who otherwise lacks legal capacity.
Conditions Applicable to All Transfers. (a) (i) Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 12.3.1(a)(iii) below), any sale, assignment or transfer, whether direct or indirect, of any interest in the Partnership, or of any ownership interest in any Partner, shall be made in full compliance with (x) all applicable Legal Requirements and (y) the material contracts, deeds of trust, mortgages, certificates, easement agreements, insurance policies, service agreements and any other agreements affecting the Project, so that the operation of the Project can continue without interruption and without violation of any applicable law or any of such instruments. In the event that any filing, application, approval or consent is required in connection with any such sale, assignment or transfer, the "Responsible Partner" (as hereinafter defined) shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse the other Partner for any costs or expenses (including attorneys' fees) incurred by such Partner in connection with any filing, application, approval or consent.
Conditions Applicable to All Transfers. (a) Except as otherwise provided in this Section 9.2, all Transfers of Membership Interests must satisfy the following conditions: (i) The transferring Member must give notice of the proposed Transfer to each of the other Members not less than ten days prior to the effective date of the proposed Transfer.
Conditions Applicable to All Transfers. (a) Notwithstanding anything contained in this ARTICLE VII to the contrary, no direct Transfer of Units by a Member otherwise contemplated or permitted by this ARTICLE VII shall be permitted:
(i) if any state or local transfer taxes payable by the Company shall arise as a result of, or shall be caused directly or indirectly by, such Transfer unless the transferor in connection with any Transfer pursuant to ARTICLE VII shall have previously submitted to the Company in advance its calculation of any such taxes and copies of any necessary tax filings and shall have agreed in a separate writing acceptable to the other Members in their reasonable discretion to pay such taxes and to indemnify and hold the Company and the other Members harmless from and against any such taxes,
(ii) if the Managing Member reasonably determines that prohibiting such Transfer is necessary or advisable in order to prevent the Company from being treated as a publicly traded partnership for U.S. federal income tax purposes or otherwise failing to qualify for the safe harbor from being a publicly traded partnership under Treasury Regulation § 1.7704-1(h),
(iii) if such Transfer would result in the Company or any Member having to register under the Securities Act, the Investment Company Act, or any other federal, state or local securities laws,
(iv) if such Transfer would violate the registration provisions of the Securities Act or of any other federal, state or local securities laws,
(v) if such Transfer would violate any other applicable laws, including Executive Order 13224 (September 23, 2001), the rules and regulations of the Office of Foreign Assets Control, Department of Treasury, and any enabling legislation or other Executive Orders in respect thereof,
(vi) if such Transfer would cause a Material Indebtedness Default to occur, or
(vii) such transfer would constitute a nonexempt prohibited transaction under Section 406(a) or Section 407 of ERISA or Section 4975 of the Code.
(b) Any purported Transfer of Units in violation of this ARTICLE VII shall be void ab initio, and shall not bind the Company, and any purported Transfer by a Member or of direct or indirect ownership interests in a Member in violation of this ARTICLE VII shall be deemed a default by such Member hereunder (the “Defaulting Member”) and the Defaulting Member shall indemnify and hold the Company and the other Members harmless from and against any and all loss, damage or expense, including any U.S. federal, state o...
Conditions Applicable to All Transfers. (i) Notwithstanding anything to the contrary contained in this Agreement, any transfer, of any Interest by a Member or any Upper Tier Transfer with respect to a Member shall be made in full compliance with (A) all applicable statutes, laws, ordinances, rules and regulations of all federal, state and local governmental bodies, agencies and subdivisions having jurisdiction over the LLC or any Property Owners or the Properties and (B) the mortgages, loan agreements, and other material agreements binding upon the LLC and any affected Property Owner at the time of such transfer. In the event that any filing, application, approval or consent is required in connection with any such transfer, the "Responsible Member" (as hereinafter defined) shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse the other Member for any costs or expenses (including attorneys' fees) incurred by such Member in connection with any filing, application, approval or consent.
(ii) The "Responsible Member" shall be transferring Member. In the event the Responsible Member shall fail to comply with its obligations as such, the other Member, upon 10 Business Days prior written notice to the Responsible Member, may do so at the sole cost and expense of the Responsible Member and adjourn the closing for such periods of time as are necessary, and all amounts so incurred by the other Member, including accounting, attorneys and other professional fees, shall be payable by the Responsible Member upon demand.
(b) Notwithstanding anything to the contrary contained in this Agreement, no transfer of the Interest of any Member shall be binding upon the other Member unless (i) registration is not required under the Securities Act of 1933, as amended, in respect of such transfer, (ii) such transfer does not violate any applicable federal or state securities, real estate syndication, or comparable laws, (iii) such transfer will not be subject to, or such transfer, when aggregated with prior transfers in accordance with applicable law, will not result in the imposition of, any state, city or local transfer taxes to the LLC, the Property Owners or the non-transferring Member (except to the extent it is specifically provided herein that the non-transferring Member is obligated to pay all or a portion of such taxes), unless the transferring Member agrees to pay such transfer tax and to indemnify the non-transferring Member, (iv) the transfer...
Conditions Applicable to All Transfers. Prior to any transfer, voluntary or involuntary, the Administration will meet with the certificated employee to discuss the transfer.
Conditions Applicable to All Transfers. The provisions of Section 17.6. shall be applicable to any transfer made pursuant to this Article 18.
Conditions Applicable to All Transfers
