Common use of Duties and Liabilities of Transferors Clause in Contracts

Duties and Liabilities of Transferors. (A) If a Person Transfers an Interest (or an interest therein), such Person or its transferee shall, upon the Managing Member’s request, reimburse the Company for any legal, accounting and other costs and expenses the Company incurs in connection with such Transfer, including costs and expenses associated with reviewing such Transfer for compliance with this Section 5.4 and applicable law. (B) In the case of any Transfer of an Interest (or any interest therein), the transferee or the transferor of such Interest (or interest therein) shall, upon the request of the Managing Member and at such Person’s sole cost and expense, either cause the Company to be provided with, or authorize the Company to obtain, a legal opinion, in form and substance acceptable to the Managing Member and rendered by legal counsel acceptable to the Managing Member, to the effect that such proposed Transfer is exempt from or not subject to the registration requirements of the 1933 Act and any applicable state securities laws. (C) In the case of any Transfer of an Interest (or any interest therein), the transferor or transferee of such Interest (or interest therein) shall, upon the request of the Managing Member and at such Person’s sole cost and expense, either cause the Company to be provided with, or authorize the Company to obtain, a legal opinion, in form and substance acceptable to the Managing Member and rendered by legal counsel acceptable to the Managing Member, to the effect that the Transfer will not result in: (1) the termination of the Company as a partnership for federal income tax purposes or (2) the Company being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and applicable Treasury Regulations. (D) Unless the Managing Member expressly agrees otherwise in its sole and absolute discretion, no Transfer of an Interest (or any interest therein) shall relieve the transferor of its duties, liabilities and obligations under this Agreement.

Duties and Liabilities of Transferors. (A) If a Person Transfers an Interest (or an interest therein)) in a Series, such Person or its transferee shall, upon the Managing MemberManager’s request, reimburse the Company such Series for any legal, accounting and other costs and expenses the Company such Series incurs in connection with such Transfer, including costs and expenses associated with reviewing such Transfer for compliance with this Section 5.4 5.7 and applicable law. (B) In the case of any a proposed Transfer of an Interest (or any interest thereinof the type described in Section 5.7(a)(i), the transferee or the transferor of such Interest (or interest therein) shall, upon the request of the Managing Member Manager and at such Person’s sole cost and expense, either cause the Company relevant Series to be provided with, or authorize the Company such Series to obtain, a legal opinion, in form and substance acceptable to the Managing Member Manager and rendered by legal counsel acceptable to the Managing MemberManager, to the effect that such proposed Transfer is exempt from or not subject to the registration requirements of the 1933 Act and any applicable state securities laws. (C) In the case of any Transfer of an Interest (or any interest therein), the transferor or transferee of such Interest (or interest therein) shall, upon the request of the Managing Member Manager and at such Person’s sole cost and expense, either cause the Company relevant Series to be provided with, or authorize the Company such Series to obtain, a legal opinion, in form and substance acceptable to the Managing Member Manager and rendered by legal counsel acceptable to the Managing MemberManager, to the effect that the Transfer will not result in: (1) the termination of the Company such Series as a partnership for federal income tax purposes or (2) the Company such Series being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and applicable Treasury Regulations. (D) Unless the Managing Member Manager expressly agrees otherwise in its sole and absolute discretion, no Transfer of an Interest (or any interest therein) shall relieve the transferor of its duties, liabilities and obligations under this Agreement.

Duties and Liabilities of Transferors. (A) If a Person Transfers an Interest (or an interest therein), such Person or its transferee shall, upon the Managing Member’s request, reimburse the Company for any legal, accounting and other costs and expenses the Company incurs in connection with such Transfer, including costs and expenses associated with reviewing such Transfer for compliance with this Section 5.4 and applicable law. (B) In the case of any a proposed Transfer of an Interest (or any interest thereinof the type described in Section 5.4(b)(i), the transferee or the transferor of such Interest (or interest therein) shall, upon the request of the Managing Member and at such Person’s sole cost and expense, either cause the Company to be provided with, or authorize the Company to obtain, a legal opinion, in form and substance acceptable to the Managing Member and rendered by legal counsel acceptable to the Managing Member, to the effect that such proposed Transfer is exempt from or not subject to the registration requirements of the 1933 Act and any applicable state securities laws. (C) In the case of any Transfer of an Interest (or any interest therein), the transferor or transferee of such Interest (or interest therein) shall, upon the request of the Managing Member and at such Person’s sole cost and expense, either cause the Company to be provided with, or authorize the Company to obtain, a legal opinion, in form and substance acceptable to the Managing Member and rendered by legal counsel acceptable to the Managing Member, to the effect that the Transfer will not result in: (1) the termination of the Company as a partnership for federal income tax purposes or (2) the Company being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and applicable Treasury Regulations. (D) Unless the Managing Member expressly agrees otherwise in its sole and absolute discretion, no Transfer of an Interest (or any interest therein) shall relieve the transferor of its duties, liabilities and obligations under this Agreement.

Duties and Liabilities of Transferors. (A) If a Person Transfers an Interest (or an interest therein)) in a Series, such Person or its transferee shall, upon the Managing Member’s request, reimburse the Company such Series for any legal, accounting and other costs and expenses the Company such Series incurs in connection with such Transfer, including costs and expenses associated with reviewing such Transfer for compliance with this Section 5.4 5.7 and applicable law. (B) In the case of any a proposed Transfer of an Interest (or any interest thereinof the type described in Section 5.7(a)(i), the transferee or the transferor of such Interest (or interest therein) shall, upon the request of the Managing Member and at such Person’s sole cost and expense, either cause the Company relevant Series to be provided with, or authorize the Company such Series to obtain, a legal opinion, in form and substance acceptable to the Managing Member and rendered by legal counsel acceptable to the Managing Member, to the effect that such proposed Transfer is exempt from or not subject to the registration requirements of the 1933 Act and any applicable state securities laws. (C) In the case of any Transfer of an Interest (or any interest therein), the transferor or transferee of such Interest (or interest therein) shall, upon the request of the Managing Member and at such Person’s sole cost and expense, either cause the Company relevant Series to be provided with, or authorize the Company such Series to obtain, a legal opinion, in form and substance acceptable to the Managing Member and rendered by legal counsel acceptable to the Managing Member, to the effect that the Transfer will not result in: (1) the termination of the Company such Series as a partnership for federal income tax purposes or (2) the Company such Series being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and applicable Treasury Regulations. (D) Unless the Managing Member expressly agrees otherwise in its sole and absolute discretion, no Transfer of an Interest (or any interest therein) shall relieve the transferor of its duties, liabilities and obligations under this Agreement.