Conditions Precedent to Transfer. Any implication in the preceding paragraphs of this Section 11.01 to the contrary notwithstanding, unless waived by the Manager, no Transfer shall be effective unless and until there shall be furnished to the Manager evidence, in form and substance satisfactory to the Manager (which shall, if requested by the Manager, include an opinion of counsel satisfactory to the Manager and obtained at the sole expense of the intended Transferring Member), that (i) The proposed Transfer (1) is exempt from the registration requirements of the Securities Act; (2) will not result in a violation of any applicable state blue sky or other securities laws; and (3) will not cause a termination of the Company for federal income tax purposes under Code Section 708(b)(1)(B); (ii) The Proposed Transferee accepts in writing all the terms and provisions of this Agreement, including but not limited to confirming the representations and warranties above with respect to the Transfer; (iii) The Proposed Transferee or the Transferring Member has paid all reasonable expenses in connection with the Transfer; and (iv) All debts and obligations (if any) of the Transferring Member to the Company with respect to the transferred Interest have been paid.
Appears in 7 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
