Common use of Conditions of Transfer and Assignment Clause in Contracts

Conditions of Transfer and Assignment. A transferee of an Interest shall become a Member only if approved by the Manager and if the following conditions have been satisfied: (a) the transferor, his/her legal representative or authorized agent must have executed a written instrument of transfer of such Interest in the form and substance satisfactory to the Manager approving the transaction; (b) the transferee must have executed a written agreement, in form and substance satisfactory to the Manager approving the transaction, to assume all of the duties and obligations of the transferor under this Operating Agreement with respect to the transferred Interest and to be bound by and subject to all of terms and conditions of this Operating Agreement; (c) the transferor, his/her/its legal representative or authorized agent, and the transferee must have executed a written agreement, in form and substance satisfactory to the Manager approving this transaction to indemnify and hold the Company and the Manager harmless from and against any loss or liability arising out of the transfer; (d) the transferor and transferee, their legal representatives or authorized agents, shall cause to be provided such information as the Manager may reasonably request in order to ascertain whether the transferee is an “Accredited Investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended or modified from time to time. The Manager may approve of such transfer once the Manager is satisfied, in its sole and absolute discretion, that such transferee is an Accredited Investor and otherwise qualifies to participate in the Company’s operations pursuant to the Securities Act of 1933; (e) the transferee must have executed such other documents and instruments, as the Manager may deem proper to affect the admission of the transferee as a Member; and (f) unless waived by the Manager, the transferee or the transferor must have paid the expenses incurred by the Company in connection with the admission of the transferee to the Company.

Conditions of Transfer and Assignment. A transferee of an a Membership Interest or Economic Interest permitted under this Article XII shall become a Member or an Economic Interest Holder, as the case may be, unless otherwise provided in Sections 12.2 or 12.3, only if approved by all the Manager Members consent in writing thereto and if the following conditions have been satisfied: (a) the transferor, his/her its legal representative or authorized agent must have executed a written instrument of transfer of such Membership Interest or Economic Interest in the form and substance satisfactory to the Manager approving the transactionremaining Member; (b) the transferee must have executed a written agreement, in form and substance satisfactory to the Manager approving the transactionremaining Member, to assume all of the duties and obligations of the transferor under this Operating Agreement with respect to the transferred Membership Interest or Economic Interest, as applicable, and to be bound by and subject to all of the terms and conditions of this Operating Agreement; (c) the transferor, his/her/its legal representative or authorized agent, and the transferee must have executed a written agreement, in form and substance satisfactory to the Manager approving this transaction remaining Member, to indemnify and hold the Company and the Manager other Members harmless from and against any loss or liability arising out of the transferTransfer; (d) the transferor and transferee, their legal representatives or authorized agents, shall cause to be provided such information as the Manager may reasonably request in order to ascertain whether the transferee is an “Accredited Investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended or modified from time to time. The Manager may approve of such transfer once the Manager is satisfied, in its sole and absolute discretion, that such transferee is an Accredited Investor and otherwise qualifies to participate in the Company’s operations pursuant to the Securities Act of 1933; (e) the transferee must have executed such other documents and instruments, instruments as the Manager remaining Member may deem proper necessary or appropriate in order to affect consummate the admission of the transferee as a Member; and , if with respect to a Membership Interest; (fe) unless waived by the Managerremaining Member, the transferee or the transferor must have paid the expenses incurred by the Company in connection with the admission of the transferee to the Company; and (f) with respect to any transferee desiring to become a Member, the remaining Member(s) must consent to such transferee becoming a substitute Member, which consent can be given or withheld in the sole and absolute discretion of the remaining Member(s), except as otherwise provided in Section 12.2. A permitted transferee of an Economic Interest who does not become a Member shall be an Economic Interest Holder only and shall be entitled only to the transferor’s Economic Interest to the extent assigned. Such transferee shall not be entitled to vote on any question regarding the Company, or on any other matter requiring the vote, consent or approval of the Members hereunder, and the Ownership Percentage associated with the transferred Economic Interest shall not be considered to be outstanding for voting purposes; and (g) Unless waived by the remaining Member, the transferor shall deliver an opinion of counsel that the transferring Member’s interest in the Company has been registered for sale under applicable state and federal securities laws or that such registration is not required.

Conditions of Transfer and Assignment. A transferee of an Interest shall become a Member only if approved by the Manager trustee and if the following conditions have been satisfied: (a) the transferor, his/her legal representative representative, or an authorized agent must have executed a written instrument of transfer of such Interest in the form and substance satisfactory to the Manager trustee approving the transaction; (b) the transferee must have executed a written agreement, in form and substance satisfactory to the Manager trustee approving the transaction, to assume all of the duties and obligations of the transferor under this Operating Agreement with respect to the transferred Interest and to be bound by and subject to all of terms and conditions of this Operating Agreement; (c) the transferor, his/her/its legal representative or authorized agent, and the transferee must have executed a written agreement, in form and substance satisfactory to the Manager trustee approving this transaction to indemnify and hold the Company Trust and the Manager trustee harmless from and against any loss or liability arising out of the transfer; (d) the transferor and transferee, their legal representatives or authorized agents, shall cause to be provided such information as the Manager trustee may reasonably request in order to ascertain whether the transferee is an “Accredited Investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended or modified from time to time. The Manager trustee may approve of such transfer once the Manager trustee is satisfied, in its sole and absolute discretion, that such transferee is an Accredited Investor and otherwise qualifies to participate in the CompanyTrust’s operations pursuant to the Securities Act of 1933; (e) the transferee must have executed such other documents and instruments, as the Manager trustee may deem proper to affect the admission of the transferee as a Member; and (f) unless waived by the Managertrustee, the transferee or the transferor must have paid the expenses incurred by the Company Trust in connection with the admission of the transferee to the CompanyTrust.

Conditions of Transfer and Assignment. A transferee of an Interest shall become a Member only if approved by the Manager and if the following conditions have been satisfied: (a) the transferor, his/her legal representative or authorized agent must have executed a written instrument of transfer of such Interest in the form and substance satisfactory to the Manager approving the transaction; (b) the transferee must have executed a written agreement, in form and substance satisfactory to the Manager approving the transaction, to assume all of the duties and obligations of the transferor under this Operating Agreement with respect to the transferred Interest and to be bound by and subject to all of terms and conditions of this Operating Agreement; (c) the transferor, his/her/its legal representative or authorized agent, and the transferee must have executed a written agreement, in form and substance satisfactory to the Manager approving this transaction to indemnify and hold the Company and the Manager harmless from and against any loss or liability arising out of the transfer; (d) the transferor and transferee, their legal representatives or authorized agents, shall cause to be provided such information as the Manager may reasonably request in order to ascertain whether the transferee is an “Accredited Investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended or modified from time to time. The Manager may approve of such transfer once the Manager is satisfied, in its sole and absolute discretion, that such transferee is an Accredited Investor and otherwise qualifies to participate in the Company’s operations pursuant to the Securities Act of 1933; (e) the transferee must have executed such other documents and instruments, as the Manager may deem proper to affect the admission of the transferee as a Member; and and (f) (f) unless waived by the Manager, the transferee or the transferor must have paid the expenses incurred by the Company in connection with the admission of the transferee to the Company.

Conditions of Transfer and Assignment. A transferee of an a Membership Interest shall become a Member only if approved by the Manager and if the following conditions have been satisfied: (a) the transferorTransferor, his/her legal representative or an authorized agent must have executed a written conveying instrument of transfer of transferring such Membership Interest pre-approved in the a form and substance satisfactory to the Manager Manager, in Manager’s sole and absolute discretion, and thereby approving the transaction; (b) the transferee Transferee must have executed a written agreementconveying instrument, in form and substance satisfactory to the Manager approving the transaction, to assume thereby assuming any and all of the duties and obligations of the transferor under Transferor pursuant to the terms of this Operating Agreement with respect to the transferred Interest Membership Interest; and moreover, to be bound by and subject to all of the terms and conditions of this Operating Agreement; (c) the transferorTransferor, his/her/its legal representative or authorized agent, and the transferee Transferee must have executed a written agreement, in form and substance satisfactory to the Manager approving this transaction to indemnify and hold harmless both the Company and the Manager harmless from and against any and all claims, loss or liability of any kind or nature arising out of the transferPermitted Transfer; (d) the transferor Transferor and transferee, their legal representatives or authorized agents, shall cause to be provided such information as the Manager may reasonably request in order to ascertain whether the transferee is an “Accredited Investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended or modified from time to time. The Manager may approve of such transfer once the Manager is satisfied, in its sole and absolute discretion, that such transferee is an Accredited Investor and otherwise qualifies to participate in the Company’s operations pursuant to the Securities Act of 1933; (e) the transferee Transferee must have executed such other documents and instruments, instruments as the Manager may deem proper necessary to affect effect the admission of the transferee Transferee as a Member; and and (f) unless waived by the Manager, the transferee Transferee or the transferor Transferor must have paid the expenses incurred by the Company in connection with the admission of the transferee Transferee to the Company.

Conditions of Transfer and Assignment. A transferee of an Interest shall become a Member only if approved by the Manager and if the following conditions have been satisfied: (a) the transferor, his/her legal representative or authorized agent must have executed a written instrument of transfer of such Interest in the form and substance satisfactory to the Manager approving the transaction; (b) the transferee must have executed a written agreement, in form and substance satisfactory to the Manager approving the transaction, to assume all of the duties and obligations of the transferor under this Operating Agreement with respect to the transferred Interest and to be bound by and subject to all of terms and conditions of this Operating Agreement; (c) the transferor, his/her/its legal representative or authorized agent, and the transferee must have executed a written agreement, in form and substance satisfactory to the Manager approving this transaction to indemnify and hold the Company and the Manager harmless from and against any loss or liability arising out of the transfer; (d) the transferor and transferee, their legal representatives or authorized agents, shall cause to be provided such information as the Manager may reasonably request in order to ascertain whether the transferee is an “Accredited Investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended or modified from time to time. The Manager may approve of such transfer once the Manager is satisfied, in its sole and absolute discretion, that such transferee is an Accredited Investor and otherwise qualifies to participate in the Company’s operations pursuant to the Securities Act of 1933; (e) the transferee must have executed such other documents and instruments, as the Manager may deem proper to affect the admission of the transferee as a Member; and and (f) unless waived by the Manager, the transferee or the transferor must have paid the expenses incurred by the Company in connection with the admission of the transferee to the Company.