Common use of Effect of Transfers Not in Compliance Clause in Contracts

Effect of Transfers Not in Compliance. Any purported Transfer of a Membership Interest that is not a Permitted Transfer or is not made in compliance with the provisions of this Article 10 shall be invalid, null and void and of no force or effect whatsoever and shall not be recognized by the Company; provided, however, that if the Company is required to recognize a Transfer that is not in compliance with this Article 10 (or if the Manager, in his, her or its sole discretion, elects to recognize a Transfer that is not in compliance with this Article 10), then the Membership Interest Transferred shall be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the Transferred Membership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations or liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company. A Member attempting to make a Transfer not in compliance with this Article 10, notwithstanding any agreement or understanding such Member had with any such attempted transferee, shall retain all rights and obligations such Member had with respect to the Membership Interest prior to the purported Transfer.

Effect of Transfers Not in Compliance. Any purported Transfer of a Membership Interest that is not a Permitted Transfer or is not made in compliance with the provisions of this Article 10 shall be invalid, null and void and of no force or effect whatsoever and shall not be recognized by the Company; provided, however, that if the Company is required to recognize a Transfer that is not in compliance with this Article 10 (or if the Manager, in his, her or its sole discretion, elects to recognize a Transfer that is not in compliance with this Article 10), then the Membership Interest Transferred shall be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the Transferred Membership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations or liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company. A Member attempting to make a Transfer not in compliance with this Article 10, notwithstanding any agreement or understanding such Member had with any such attempted 112776\000006\4832-7583-6415v3 transferee, shall retain all rights and obligations such Member had with respect to the Membership Interest prior to the purported Transfer.