Common use of Documentation; Validity of Transfer Clause in Contracts

Documentation; Validity of Transfer. The Company shall not recognize for any purpose any purported Transfer of all or any part of a Member’s Subject Interests unless and until the applicable provisions of this Article XIII have been satisfied and the Company has received a document (the “Transfer Document”), in a form acceptable to the Company, executed by both the Transferring Member (or, if the Transfer is on account of the death, incapacity, or liquidation of the Member, its representative) and the potential Transferee. Such Transfer Document shall (a) include the notice address of the potential Transferee and such Person’s agreement to be bound by this Agreement with respect to the Subject Interests or part thereof being obtained, (b) set forth the Subject Interests, after giving effect to the Transfer, of the Transferring Member and the Person to which the Subject Interests or part thereof is Transferred (which together must total the Subject Interests of the Transferring Member before the Transfer), (c) contain a representation and warranty that the Transfer was made in accordance with all Laws (including state and federal securities Laws) and the terms and conditions of this Agreement, (d) include a legally binding agreement of the Transferee to be bound by this Agreement from and after the date such Transferee becomes a Member and (e) if the Person to which the Subject Interests or part thereof is Transferred is to be admitted to the Company as a Substituted Member, such Transferee’s representation and warranty that the representations and warranties in Section 15.12 are true and correct with respect to such Person. Each Transfer and, if applicable, admission complying with the provisions of this Article XIII is effective against the Company as of the business day that (x) the Company receives the Transfer Document and (y) the other requirements of this Article XIII have been met.

Documentation; Validity of Transfer. The Company shall Development will not be required to recognize for any purpose any purported Transfer of all or any part of a Member’s Subject Interests Membership Interest unless and until the all applicable provisions of this Article XIII Section have been satisfied and the Company Board has received received, on behalf of Development, a document (the “Transfer Document”), in a form reasonably acceptable to the Company, Board executed by both the Transferring Member Transferor (or, or if the Transfer is on account of the death, incapacity, or liquidation of the MemberTransferor, its representative) and the potential Transferee. Such Transfer Document shall document will (a) include the notice address of the potential Transferee and and, if such Transferee is not a Member, such Person’s agreement to be bound by this Agreement with respect to the Subject Interests Membership Interest or part thereof being obtained, (b) set forth the Subject Interests, Membership Interest after giving effect to the Transfer, Transfer of each of the Transferring Member Transferor and the Person to which the Subject Interests or part thereof is Transferred Transferee (which together must total the Subject Interests Membership Interest of the Transferring Member Transferor before the Transfer), (c) contain a representation and warranty that the Transfer was made in accordance with all applicable Laws (including the Act, the Securities Act, and applicable state and federal securities Laws) and the terms and conditions of this Agreement, and (d) include a legally binding agreement of if the Transferee to be bound by this Agreement from and after the date such Transferee becomes a Member and (e) if the Person to which the Subject Interests or part thereof is Transferred is to be admitted to the Company Development as a Substituted Member, such Transferee’s its representation and warranty that the representations and warranties in Section 15.12 2.3 are true and correct with respect to such Personcorrect. Each Transfer and, if applicable, admission of a Substituted Member complying with the provisions of this Article XIII Agreement is effective against the Company Development as of the business day that (x) first Business Day of the Company receives calendar month immediately succeeding the Transfer Document and month in which (y) the Board receives the documents required by this Agreement reflecting such Transfer, and (z) all other requirements of this Article XIII Agreement have been met.