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 Membership Interest unless and until (a) the applicable provisions of Sections 7.2 and 7.5 and this Section 7.3 have been satisfied, (b) each Member has received prior written notice of any proposed Transfer under Section 7.2(a) and (c) the Company has received, on behalf of the Company, a 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 Transferee. Such document shall (i) include the notice address of the potential Transferee and such Person’s agreement to be bound by this Agreement with respect to the Membership Interest or part thereof being obtained, (ii) set forth the Membership Interest after the Transfer of the Transferring Member and the Person to which the Membership Interest or part thereof is Transferred (which together must total the Membership Interest of the Transferring Member before the Transfer), (iii) 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, (iv) include a legally binding agreement of the Transferee to be bound by this Agreement as a Member of the Company from and EXHIBIT 10.1 EXECUTION VERSION after the date such Transferee becomes a Member and (vi) if the Person to which the Membership Interest or part thereof is Transferred is to be admitted to the Company as a Member, its representation and warranty that the representations and warranties in Section 3.1 (with respect to SUSGP) are true and correct with respect to such Person. Each Transfer and, if applicable, admission complying with the provisions of this Section 7.3 and Sections 7.1, 7.2 and 7.5(b) is effective against the Company as of the first Business Day of the calendar month immediately succeeding the month in which (y) the Company receives the document required by this Section 7.3 reflecting such Transfer, and (z) the other requirements of Sections 7.1, 7.2 and 7.5(b) have been met.

Documentation; Validity of Transfer. The Company shall not recognize for any purpose any purported Transfer of all or any part of a Membership Interest unless and until (a) the applicable provisions of Sections 7.2 and 7.5 and this Section 7.3 have been satisfied, (b) each Member has received prior written notice of any proposed Transfer under Section 7.2(a) and (c) the Company has received, on behalf of the Company, a 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 Transferee. Such document shall (i) include the notice address of the potential Transferee and such Person’s agreement to be bound by this Agreement with respect to the Membership Interest or part thereof being obtained, (ii) set forth the Membership Interest after the Transfer of the Transferring Member and the Person to which the Membership Interest or part thereof is Transferred (which together must total the Membership Interest of the Transferring Member before the Transfer), (iii) 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, (iv) include a legally binding agreement of the Transferee to be bound by this Agreement as a Member of the Company from and EXHIBIT 10.1 EXECUTION VERSION after the date such Transferee becomes a Member and (vi) if the Person to which the Membership Interest or part thereof is Transferred is to be admitted to the Company as a Member, its representation and warranty that the representations and warranties in Section 3.1 (with respect to SUSGP) are true and correct with respect to such Person. Each Transfer and, if applicable, admission complying with the provisions of this Section 7.3 and Sections 7.1, 7.2 and 7.5(b) is effective against the Company as of the first Business Day of the calendar month immediately succeeding the month in which (y) the Company receives the document required by this Section 7.3 reflecting such Transfer, and (z) the other requirements of Sections 7.1, 7.2 and 7.5(b) have been met.

Documentation; Validity of Transfer. The Company shall not recognize for any purpose any purported Transfer of all or any part of a Membership Interest unless and until (a) the applicable provisions of Sections 7.2 3.5 and 7.5 and this Section 7.3 3.6 have been satisfied, (b) each Member has received prior written notice of any proposed Transfer under Section 7.2(a) satisfied and (c) the Company has received, on behalf of the Company, a 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 Transferee. Such document shall (ia) include the notice address of the potential Transferee and such Person’s agreement to be bound by this Agreement with respect to the Membership Interest or part thereof being obtained, (ii) set forth the Membership Interest after the Transfer of the Transferring Member and the Person to which the Membership Interest or part thereof is Transferred (which together must total the Membership Interest of the Transferring Member before the Transfer), (iiib) 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, (ivc) include a legally binding agreement of the Transferee to be bound by this Agreement as a Member of the Company from and EXHIBIT 10.1 EXECUTION VERSION after the date such Transferee becomes a Member and (vid) if the Person to which the Membership Interest or part thereof is Transferred is to be admitted to the Company as a Substituted Member, its representation and warranty that the representations and warranties in Section 3.1 (with respect to SUSGP) 3.4 are true and correct with respect to such Person. Each Transfer and, if applicable, admission complying with the provisions of this Section 7.3 3.7 and Sections 7.13.5, 7.2 3.6 and 7.5(b3.9(b) is effective against the Company as of the first Business Day of the calendar month immediately succeeding the month in which (yi) the Company receives the document required by this Section 7.3 3.7 reflecting such Transfer, and (zii) the other requirements of Sections 7.13.5, 7.2 3.6 and 7.5(b3.9(b) have been met.

Documentation; Validity of Transfer. The Company shall not recognize for any purpose any purported Transfer of all or any part of a Membership Interest unless and until (a) the applicable provisions of Sections 7.2 3.5 and 7.5 and this Section 7.3 3.6 have been satisfied, (b) each Member has received prior written notice of any proposed Transfer under Section 7.2(a) satisfied and (c) the Company has received, on behalf of the Company, a 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 Transferee. Such document shall (i) include the notice address of the potential Transferee and such Person’s agreement to be bound by this Agreement with respect to the Membership Interest or part thereof being obtained, (ii) set forth the Membership Interest after the Transfer of the Transferring Member and the Person to which the Membership Interest or part thereof is Transferred (which together must total the Membership Interest of the Transferring Member before the Transfer), (iii) 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, (iviii) include a legally binding agreement of the Transferee to be bound by this Agreement as a Member of the Company from and EXHIBIT 10.1 EXECUTION VERSION after the date such Transferee becomes a Member and (viiv) if the Person to which the Membership Interest or part thereof is Transferred is to be admitted to the Company as a Substituted Member, its representation and warranty that the representations and warranties in Section 3.1 (with respect to SUSGP) 3.4 are true and correct with respect to such Person. Each Transfer and, if applicable, admission complying with the provisions of this Section 7.3 3.7 and Sections 7.13.5, 7.2 3.6 and 7.5(b3.9(b) is effective against the Company as of the first Business Day of the calendar month immediately succeeding the month in which (y) the Company receives the document required by this Section 7.3 3.7 reflecting such Transfer, and (z) the other requirements of Sections 7.13.5, 7.2 3.6 and 7.5(b3.9(b) have been met.