Common use of Conditions to Transfers Clause in Contracts

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. If the Managing Member or the Board, as applicable, 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 MemberMember or the Board, as applicable, shall have been delivered to the Managing MemberMember or the Board, respectively, 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 or the Board, as applicable, 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.