Conditions to Transfers. A Transfer will not be treated as a Transfer permitted under Section 11.1 hereof, Section 11.2 hereof, or Section 11.6 hereof unless and until all of the following conditions are satisfied:
(a) The transferor and Transferee execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and the Transferee executes and delivers to the Company a joinder to this Agreement in a form reasonably satisfactory to the Company to be bound by the terms and conditions of this Agreement to the same extent that the transferring Member was so bound. In all cases, the transferor and/or Transferee must reimburse the Company for all costs and expenses that the Company incurs in connection with such Transfer.
(i) The transferor and Transferee must furnish the Company with the Transferee’s taxpayer identification number, sufficient information to determine the Transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the foregoing, the Company is not required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company has received such information.
(ii) The Transfer would not, in the opinion of counsel chosen by the Company, result in the termination of the Company within the meaning of Section 708 of the Code.
(iii) The Units to be Transferred must be registered under the Securities Laws, or, unless waived by the non-transferring Members, the transferor must provide to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, to the effect that such Transfer is exempt from registration under the Securities Laws.
(iv) In the case of a Transfer to a Material Competitor, the non-Transferring Member must consent to such Transfer.
(v) All approvals of any Gaming Authority required to effect a Transfer must be obtained prior to such Transfer.
(b) Notwithstanding anything to the contrary in this Agreement, no Member shall be permitted to Transfer its Units or any portion thereof to the extent such Transfer would be in violation of applicable law (including Securities Laws and all Gaming Laws) or would cause a default under a...
Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement:
(a) the Depositor shall have delivered to the Owner Trustee on behalf of the Trust the duly executed Transfer Agreement, which shall include a Schedule of Contracts listing the Contracts being transferred on the Closing Date;
(b) [ ] shall have delivered and the [ ] Trust shall have delivered to the Depositor and the Owner Trustee on behalf of the Trust a duly executed Assignment Agreement (in the case of [ ]) and the [ ] Assignment (in the case of the [ ] Trust) with respect to the Contracts being conveyed by them, respectively, on the Closing Date;
(c) A letter from a nationally recognized accounting firm, addressed to the Depositor and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and which identifies those Initial Contracts which do not conform;
(d) Copies of resolutions of the Board of Directors of [ ], the Servicer and the Depositor or of the Executive Committee of the Board of Directors of [ ], the Servicer and the Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of [ ], the Servicer and the Depositor;
(e) Officially certified, recent evidence of due incorporation or formation, as the case may be and good standing of each of [ ] and the Depositor under the laws of Delaware;
(f) Evidence of proper filing with appropriate officers in the UCC Filing Locations of UCC financing statements executed by [ ], as debtor, naming the Depositor as secured party (and the Owner Trustee as assignee) and identifying the Contract Assets as collateral; evidence of proper filing with appropriate officer in the UCC Filing Locations of a UCC partial release identifying the [ ] Contracts as collateral being released, executed by the [ ] Trust; and evidence of proper filing with appropriate officer in the UCC Filing Locations of UCC financing statements ex...
Conditions to Transfers. The Board of Directors may condition its consent to a Transfer under Section 11.3(a) hereof on the Transfer meeting each of the following conditions:
(i) such Transfer, itself or together with any other Transfers, would not cause the Fund to be terminated under Section 708(b)(1)(B) of the Code or result in the Fund being treated as a publicly traded partnership within the meaning of Section 7704(b) of the Code (or failing any safe harbor to avoid such treatment under such Code section or the regulations promulgated thereunder) or otherwise being treated as a corporation for federal income tax purposes;
(ii) such Transfer does not require the registration or qualification of the Interests pursuant to any applicable federal or state securities or “blue sky” laws;
(iii) such Transfer does not result in a violation of the Investment Company Act or other laws ordinarily applicably to such transactions;
(iv) the transferor and purported transferee each shall have represented to the Directors in writing that such Transfer was not effected through a broker-dealer or matching agent that makes a market in Interests or that provides a readily available, regular and ongoing opportunity to Limited Partners to sell or exchange their Interests;
(v) the transferor shall reaffirm, and the purported transferee shall affirm, in writing his, her or its agreement to indemnify as described in Section 11.5 hereof;
(vi) no facts are known to the Directors that cause the Directors to conclude that such transfer will have a material adverse effect on the Fund; and
(vii) the transferee has agreed in writing to become a party to, “member” under and subject to all of the terms, obligations and limitations of this Agreement.
Conditions to Transfers. Except as otherwise provided in this Article IX, all Transfers permitted hereby shall be subject to the satisfaction of the following requirements:
Conditions to Transfers. The Board of Managers may condition its consent to a Transfer under Section 11.2(a) on the Transfer meeting each of the following conditions:
(i) such Transfer, itself or together with any other Transfers, would not result in the Company being treated as a publicly traded partnership within the meaning of Section 7704(b) of the Code (or failing any safe harbor to avoid such treatment under such Code section or the regulations promulgated thereunder) or otherwise being treated as a corporation for federal income tax purposes;
(ii) such Transfer does not require the registration or qualification of such Interests pursuant to any applicable federal or state securities or “blue sky” laws;
(iii) such Transfer does not result in a violation of the Investment Company Act or other laws ordinarily applicably to such transactions;
(iv) the transferor and purported transferee each shall have represented to the Managers in writing that such Transfer was not effected through a broker-dealer or matching agent that makes a market in Interests or that provides a readily available, regular and ongoing opportunity to Members to sell or exchange their Interests;
(v) the transferor shall reaffirm, and the purported transferee shall affirm, in writing his, her or its agreement to indemnify as described in Section 11.4;
(vi) no facts are known to the Managers that cause the Managers to conclude that such transfer will have a material adverse effect on the Company; and
(vii) the transferee has agreed in writing to become a Member to and subject to all of the terms, obligations and limitations of this Agreement.
Conditions to Transfers. A Transfer shall not be permitted under this Agreement unless and until the following conditions are satisfied:
(a) Except in the case of a Transfer at death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as the Company and its counsel may deem necessary or appropriate to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. In any case not described in the preceding sentence, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company.
(b) The transferor and transferee shall furnish to the Company the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Membership Interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information, statements or returns. The Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Membership Interest until it has received such information.
(c) Except in the case of a Transfer at death or involuntarily by operation of law, the transferor shall provide evidence satisfactory to the Company and its counsel that such Transfer is exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities.
Conditions to Transfers. (a) No direct or indirect Transfer of any Membership Interest shall be made if such direct or indirect Transfer would (i) violate any laws, rules or regulations applicable to the Company or any of its Subsidiaries (including the then-applicable federal or state securities laws or rules and regulations of the SEC, any state securities commission or any other governmental authority with jurisdiction over such direct or indirect Transfer), (ii) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation, (iii) cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed) or (iv) constitute a breach or violation of, or an event of default under, or give rise to any right of termination, acceleration or redemption under, or require any consent from any third Person under (A) any credit agreement, loan agreement, indenture, mortgage, deed of trust or other similar instrument or document governing Indebtedness of the Company or any of its Subsidiaries or (B) any other material contract, instrument, permit, authorization, license, easement, variance, exemption or approval of the Company or any of its Subsidiaries, but only if, in either case (A) or (B), such agreement, indenture, mortgage, deed of trust, instrument, document, contract, instrument, permit, authorization, license easement, variance, exemption, or approval was either in place as of the Effective Date or approved by a Director designated by the Member whose Membership Interest is subject to such direct or indirect Transfer, and unless, in either case (A) or (B), either (x) a waiver of such breach, violation, event of default or right, or such consent, as the case may be, has been obtained prior to such direct or indirect Transfer or (y) if such waiver or consent has not been obtained prior to such direct or indirect Transfer, the Transferor and the Transferee jointly and severally agree to indemnify the Company and its Subsidiaries for any consequences relating thereto, in form and substance reasonably satisfactory to the Company.
(b) No direct Transfer shall be made unless and until the proposed Transferee shall have agreed in writing to be bound by the terms of this Agreement as a Member and provided to the Board (i) its name, address, taxpayer identification number and any other information reasonably necessary to permit t...
Conditions to Transfers. It shall be a condition of the Transfer of any Ownership Interests (i) to any Person, that such Transfer shall not be effected if such Transfer would violate applicable Law or would cause the Company to become a “publicly traded partnership” within the meaning of Section 7704(b) of the Code, and (ii) to any Person who is not a party to this Agreement, that such Person sign a joinder to this Agreement binding such Person to the provisions of this Agreement.
Conditions to Transfers. If the Managing Member has consented to a Transfer, or a Transfer is to a Permitted Transferee pursuant to Section 9.02(a), such Transfer may be made only if (a) the provisions of Section 9.01 do not otherwise prohibit the Transfer, (b) a duly executed and acknowledged counterpart of the instrument effecting such Transfer, in form and substance satisfactory to the Managing Member, shall have been delivered to the Managing Member, and the transferring Member shall have indicated such intention of substitution in the instrument effecting such Transfer, (c) the assignee shall have expressly agreed to be bound by the provisions of this Agreement and to assume all of the obligations imposed upon Members hereunder, (d) the transferring Member and the assignee shall have executed or delivered such other instruments as the Managing Member may deem necessary or desirable to effectuate such admission, including, but not limited to, an opinion of counsel that the Transfer complies with the registration provisions of the Securities Act or an exemption therefrom, and (e) the transferring Member or assignee shall have paid all reasonable expenses and legal fees relating to the Transfer and the assignee’s admission as a Member, including, but not limited to, the cost of any required counsel’s opinion.
Conditions to Transfers. (a) Any Transfer must receive the unanimous written consent of the Members, which consent may be withheld in their sole discretion, and must be effected with documentation approved in form and substance by the remaining Member. Such documentation shall include an agreement by the transferee to be bound by all of the terms and provisions of this Agreement including, without limitation, an acknowledgment and agreement that the Interest therein transferred shall be subject to the restrictions set forth in this Article VI.
