Common use of Conditions to Transfers Clause in Contracts

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. The Board of Directors Managers may condition its consent to a Transfer under Section 11.3(a11.2(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 Company to be terminated under Section 708(b)(1)(B) of the Code or result in the Fund 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 the Interests such Units 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 Managers in writing that such Transfer was not effected through a broker-dealer or matching agent that makes a market in Interests Units or that provides a readily available, regular and ongoing opportunity to Limited Partners Members to sell or exchange their InterestsUnits; (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 11.4 hereof; (vi) no facts are known to the Directors Managers that cause the Directors Managers to conclude that such transfer will have a material adverse effect on the FundCompany; 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. The Board of Directors may condition its consent A Member shall be entitled to make a Transfer under of all or any portion of its Interests pursuant to Section 11.3(a9.2(a)(iii) hereof on only upon the Managers' determination, which determination the Managers shall make in their sole and absolute discretion, that the Transfer meeting meets 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 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 the 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 Directors Manager 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 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 11.5 hereof9.4; (vi) such Transfer would not result in employee benefit plans (as defined in Section 3(3) of ERISA or Code Section 4975(e)) and other benefit plan investors (as defined in Section 2510.3-101(f) of the Department of Labor Regulations under ERISA), directly or indirectly owning, in the aggregate, 25% or more of the Interests (as determined in accordance with such regulations); (vii) no facts are known to the Directors Managers that cause the Directors Managers to conclude that such transfer will have a material adverse effect on the FundCompany; and (viiviii) the transferee has agreed in writing to become a party to, “member” under Member to and subject to all of the terms, obligations and limitations of this Agreement.

Conditions to Transfers. The Board of Directors may condition its consent A Member shall be entitled to make a Transfer under of all or any portion of its Interests pursuant to Section 11.3(a11.2(a) hereof on only upon the Managers’ determination, that the Transfer meeting meets 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 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 the 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 Directors 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 Limited Partners 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 11.5 hereof11.4; (vi) no facts are known to the Directors Managers that cause the Directors Managers to conclude that such transfer will have a material adverse effect on the FundCompany; and (vii) the transferee has agreed in writing to become a party to, “member” under Member to and subject to all of the terms, obligations and limitations of this Agreement.

Conditions to Transfers. The Board of Directors may condition its consent A Member shall be entitled to make a Transfer under of all or any portion of its Interests pursuant to Section 11.3(a9.2(a)(iii) hereof on only upon the Managers' determination, which determination the Managers shall make in their sole and absolute discretion, that the Transfer meeting meets 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 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 the 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 applicable to such transactions; (iv) the transferor and purported transferee each shall have represented to the Directors Manager 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 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 11.5 hereof9.4; (vi) such Transfer would not result in employee benefit plans (as defined in Section 3(3) of ERISA or Code Section 4975(e)) and other benefit plan investors (as defined in Section 2510.3-101(f) of the Department of Labor Regulations under ERISA), directly or indirectly owning, in the aggregate, 25% or more of the Interests (as determined in accordance with such regulations); (vii) no facts are known to the Directors Managers that cause the Directors Managers to conclude that such transfer will have a material adverse effect on the FundCompany; and (viiviii) the transferee has agreed in writing to become a party to, “member” under Member to and subject to all of the terms, obligations and limitations of this Agreement.

Conditions to Transfers. The Board of Directors may condition its consent A Member shall be entitled to make a Transfer under of all or any portion of its Interests pursuant to Section 11.3(a9.2(a)(iii) hereof on only upon the Managers' determination, which determination the Managers shall make in their sole and absolute discretion, that the Transfer meeting meets 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 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 the 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 Directors Manager 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 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 11.5 hereof9.4; (vi) such Transfer would not result in employee benefit plans (as defined in Section 3(3) of ERISA or Code Section 4975(e)) and other benefit plan investors (as defined in Section 2510.3-101(f) of the Department of Labor Regulations under ERISA), directly or indirectly owning, in the aggregate, 25% or more of the Interests (as determined in accordance with such regulations); (vii) no facts are known to the Directors Managers that cause the Directors Managers to conclude that such transfer will have a material adverse effect on the FundCompany; and and (vii) the viiithe transferee has agreed in writing to become a party to, “member” under Member to and subject to all of the terms, obligations and limitations of this Agreement.