Common use of Conditions to Permitted Transfers Clause in Contracts

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 10.1 unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate to effectuate such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. (b) Such Transfer will be exempt from all applicable registration requirements and will not violate any Applicable Laws regulating the Transfer of securities, and the transferor shall provide an Opinion of Counsel to such effect. (c) Such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, as amended. (d) With respect to any Transfer, the Board of Directors has received such Opinions of Counsel as the Board of Directors, in its reasonable discretion, may require. (e) The transferor and its transferee shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Transfer and the admission of the transferee as a Member, including the legal fees, if any, incurred in connection with any legal opinion(s) rendered pursuant to Section 10.2.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 10.1 hereof unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate to effectuate such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. (b) Such Transfer will be exempt from all applicable registration requirements and will not violate any Applicable Laws regulating the Transfer of securities, and the transferor shall provide an Opinion of Counsel to such effect. (c) Such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, as amended, and the transferor shall provide an Opinion of Counsel to such effect. The Company and the other Members shall provide to such counsel any information available to the Company or to such other Members, as the case may be, and relevant to such opinion. (d) With respect to any Transfer, the Board of Directors has received such other Opinions of Counsel as the Board of Directors, in its reasonable discretion, may require. (e) The transferor and its transferee shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Transfer and the admission of the transferee as a Member, including the legal fees, if any, incurred in connection with any the legal opinion(s) rendered pursuant opinions referred to in Section 10.2.

Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 10.1 hereof unless and until the following conditions are satisfied: (a) All Members of the Company have consented to such Transfer. (b) The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate to effectuate such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. (bc) Such Transfer will be exempt from all applicable registration requirements and will not violate any Applicable Laws regulating the Transfer of securities, and the transferor shall provide an Opinion of Counsel to such effect. (cd) Such Transfer will not cause The Company and the other Members shall provide to such counsel any information available to the Company or to be deemed to be an “investment company” under the Investment Company Act of 1940such other Members, as amendedthe case may be, and relevant to such opinion. (de) With respect to any Transfer, the Board of Directors has received such Opinions of Counsel as the Board of Directors, in its reasonable discretion, may require. (ef) The transferor and its transferee shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Transfer and the admission of the transferee as a Member, including the legal fees, if any, incurred in connection with any the legal opinion(s) rendered pursuant opinions referred to in Section 10.2.