Conditions Applicable to All Transfers. Except as otherwise provided in this ARTICLE IX, all Transfers of Membership Interests must satisfy the following conditions:
Conditions Applicable to All Transfers. (a) 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 all applicable statutes, laws, ordinances, rules and regulations of all federal, state and local governmental bodies, agencies and subdivisions having jurisdiction over the Venture or any applicable Subsidiary or Property. In the event that any filing, application, approval or consent is required in connection with any such transfer, the transferring member 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.
Conditions Applicable to All Transfers. (a) Notwithstanding anything to the contrary contained in this Agreement, any direct or indirect Transfer of any interest by a Member shall be made in full compliance with Applicable Law. In the event that any filing, application, approval or consent is required in connection with any such Transfer, the transferring Member shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse each other Member for any costs or expenses (including attorneys’ fees) incurred by such Member in connection with any such filing, application, approval or consent.
Conditions Applicable to All Transfers. (a) Notwithstanding anything contained in this Article VII to the contrary, no Transfer by a Member otherwise contemplated or permitted by this Article VII shall be permitted (i) except in connection with a Company Sale, 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 Executive Committee 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 Default to occur, or (viii) such transfer would constitute a nonexempt prohibited transaction under Section 406(a) or Section 407 of ERISA or Section 4975 of the Code.
Conditions Applicable to All Transfers. 12.3.1 (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. The provisions of Section 17.6. shall be applicable to any transfer made pursuant to this Article 18.
Conditions Applicable to All Transfers. (a) Notwithstanding anything to the contrary contained in this Agreement, any Transfer of any Interest by a Member shall be made in full compliance with all Legal Requirements. In the event that any filing, application, approval or consent is required in connection with any such Transfer, the transferring Member shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse the Unaffiliated Members for any costs or expenses (including attorneys' fees) incurred by such Member in connection with any filing, application, approval or consent. Any Member that Transfers its Interest shall have implemented procedures to ensure that neither the transferee nor any Person who owns any equity interest in such transferee is a Prohibited Person or Controlled by a Prohibited Person (provided that this requirement shall not apply to any Person to the extent that such Person's interest in the LLC is through a U.S. Publicly-Traded Entity).
Conditions Applicable to All Transfers. (a) Without limiting the provisions of this Agreement, each Stockholder agrees that it shall not Transfer any Common Stock at any time if such Transfer would not comply with the terms of this Agreement. For the avoidance of doubt, subject to compliance with Section 3.04 and this Section 3.05, any Stockholder may transfer any Common Stock, together with its rights (except as set forth in Section 2.01(b)(vi) and Section 3.04(f)) under Section 2.01 of this Agreement with respect to Director designation rights (and the related rights pursuant to this Article 2 in the case of removal or vacancies) to any Person, at any time. As a condition precedent to any Transfer, the Corporation may require an opinion of legal counsel reasonably satisfactory to it that registration under the Securities Act is not required. Each Person who hereafter acquires Common Stock in a Transfer from a Stockholder and is not already a Stockholder shall, as a condition to the effectiveness of such Transfer, execute and deliver a Joinder, and any Transfer in which the acquirer of Common Stock does not so deliver a Joinder (if applicable) shall be void ab initio.
Conditions Applicable to All Transfers. (a) (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.
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:
