Common use of Exception for Permitted Transfers Clause in Contracts

Exception for Permitted Transfers. The conditions of Section 10.3(a)(ii) through Section 10.3(a)(iii) shall not apply in the case of a Permitted Transfer or Transfer made pursuant to Sections 7.3, 7.4, 7.5 or 14.1. It is a condition to any Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Non-Managing Member under this Agreement with respect to such Transferred Membership Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Member are assumed by a successor corporation by operation of law) shall relieve the transferor Member of its obligations under this Agreement without the approval of the Managing Member. Any transferee, whether or not admitted as a Substituted Member, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Member, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 10.5.

Exception for Permitted Transfers. The conditions of Section 10.3(a)(ii) through Section 10.3(a)(iii10.3(a)(iv) shall not apply in the case of a Permitted Transfer or a Transfer made pursuant to Sections 7.3in accordance with Section 7.4 (in each case, 7.4, 7.5 or 14.1together with the Class C Shares associated therewith). It is a condition to any Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Non-Managing Member Limited Partner under this Agreement with respect to such Transferred Membership InterestPartnership Units, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Member are assumed by a successor corporation by operation of law) shall relieve the transferor Member of its obligations under this Agreement without the approval of the Managing MemberGeneral Partner. Any transferee, whether or not admitted as a Substituted MemberLimited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted MemberLimited Partner, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 10.5.