Common use of Conditions for Transfer Clause in Contracts

Conditions for Transfer. No Transferee as an assignee of all or any portion of a Unit or any Unit(s) shall have the right to become a substituted Member in place of an assignor unless the following conditions are satisfied: (a) The Offering Member shall have complied with the provisions of this ARTICLE 4; (b) If applicable, the Manager shall have consented to the proposed Transferee pursuant to Section 4.2(b); (c) The Transferee and the Offering Member shall have executed an instrument of assignment in form and substance satisfactory to the Manager; (d) The Transferee and the Offering Member shall have executed and acknowledged such other instruments as the Manager may deem necessary to effectuate such Transfer, including, without limitation, a power of attorney consistent with provisions more fully described in this Agreement; (e) The Transferee shall accept, adopt, and approve all of the terms and provisions of this Agreement in writing by executing a counterpart to this Agreement as a Member; (f) The Transferee or the Offering Member shall pay all reasonable expenses (including reasonable attorneys’ fees and costs) connected with such Transfer; and (g) The Company shall have received, if requested, a legal opinion, that is in form and substance satisfactory to the Company counsel that such transfer will not violate the registration provisions of the Securities Act of 1933, as amended, or cause the Company to be classified as “publicly traded partnership” within the meaning of Code Section 7704 and the Regulations thereunder, which opinion shall be furnished at the expense of the Transferee or the Offering Member.

Conditions for Transfer. No Transferee as an assignee of all or any portion of a Unit or any Unit(s) shall have the right to become a substituted Member in place of an assignor unless the following conditions are satisfied: (a) The Offering transferring Member shall have complied with the provisions of this ARTICLE 4Article IV; (b) If applicable, the Manager shall have consented to the proposed Transferee pursuant to Section 4.2(b); (c) The Transferee and the Offering transferring Member shall have executed an instrument of assignment in form and substance satisfactory to the ManagerManaging Member; (dc) The Transferee and the Offering transferring Member shall have executed and acknowledged such other instruments as the Manager Managing Member may deem necessary to effectuate such Transfer, including, without limitation, a power of attorney consistent with provisions more fully described in this AgreementAgreement and such documents as required by the Managing Member to confirm that such Transferee may acquire the Units in compliance with all applicable laws and regulations; (ed) The Transferee shall accept, adopt, and approve all of the terms and provisions of this Agreement in writing by executing a counterpart to this Agreement as a Member; (fe) The Transferee or the Offering transferring Member shall pay all reasonable expenses (including reasonable attorneys’ fees and costs) connected with such Transfer; and (gf) The Company shall have received, if requested, a legal opinion, that is in form and substance satisfactory to the Company counsel that such transfer will not violate the registration provisions of the Securities Act of 1933, as amended, or cause the Company to be classified as “publicly traded partnership” within the meaning of Code Section 7704 and the Regulations thereunder, which opinion shall be furnished at the expense of the Transferee or the Offering transferring Member.