General Conditions Applicable to Transfers. (a) Notwithstanding anything in this Agreement to the contrary (including but not limited to any of the other sections of this Article VIII), in no event shall (i) any Transfer be made, recognized or consented to by the Members or deemed effective unless such Transfer will not constitute or result in a material violation or default under any Key Document or (ii) a Company Interest be Transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a Transfer to such a Person shall be void and of no effect and shall not bind the Company. (b) In the event that any filing, application, approval or consent is required in connection with any Transfer, whether by any governmental entity or other third-party, the transferring Member shall promptly make such filing or application or obtain such approval or consent, at its sole expense. (c) Notwithstanding anything to the contrary contained in this Agreement (including but not limited to the other sections of this Article VIII), each Member and each transferee of all or any part of a Company Interest, (i) shall at all times maintain an office or agency for the service of process in the United States of America, which shall also be its address for delivery of Notices hereunder or (ii) shall be a citizen or national of the United States. (d) Notwithstanding anything to the contrary contained in this Agreement (including but not limited to the other sections of this Article VIII), no Transfer of all or any portion of any Member’s Company Interest shall be binding upon the other Member or the Company, and the Company shall be entitled to treat the record owner of any Company Interest as the absolute owner thereof in all respects, unless and until (i) true copies of the instruments of transfer executed and delivered pursuant to or in connection with such Transfer shall have been delivered to such other Member and the Company, (ii) the transferee shall have delivered to such other Member and the Company an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor arising and accruing from and after the date of such Transfer under, and agrees to be bound by all the provisions of, this Agreement, (iii) the transferee shall have executed, acknowledged and delivered any instruments required under any applicable laws to effect such Transfer and, if applicable, its admission to the Company, and (iv) the transferee shall have executed and delivered such other instruments, documents and agreements reasonably required by the non-transferring Member in connection with such Transfer which are consistent with the other terms hereof. Upon compliance with the provisions of this Section 8.3(d), any Person who acquires a Company Interest in a transaction permitted by this Article VIII shall, unless otherwise provided in this Agreement, be admitted as a Member. Except as otherwise set forth herein, upon the execution and delivery of such assumption agreement, the transferor shall have no further obligation hereunder after the date of the Transfer except that the transferor shall remain primarily liable for all accrued obligations (as of the date of Transfer) of the transferor under this Agreement, notwithstanding any Transfer pursuant to this Article VIII. (e) Except as otherwise expressly provided herein, all reasonable costs and expenses incurred by the Company in connection with any Transfer of a Company Interest and, if applicable, the admission of a Person or Entity as a Member hereunder, shall be paid by the transferor. Upon compliance with all provisions hereof applicable to any transferee of a Company Interest becoming a Member, all Members hereby agree to execute and deliver such reasonable amendments hereto as are necessary to constitute such person or entity a Member of the Company. (f) If any Person acquires all or any part of the Company Interest of a Member in violation of this Article VIII whether by operation of law, judicial proceeding, or other manner not expressly permitted hereunder, such Person shall have no rights under this Agreement with respect to the Company Interest so acquired.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Columbia Equity Trust, Inc.)
General Conditions Applicable to Transfers. (a) Notwithstanding anything in this Agreement to the contrary (including but not limited to any of the other sections of this Article VIII), in no event shall (i) any Transfer be made, recognized or consented to by the Members Partners or deemed effective unless such Transfer will not constitute or result in a material violation or default under any Key Financing Document or (ii) a Company Interest be Transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a an individual Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a Transfer to such a Person shall be void and of no effect and shall not bind the CompanyCompany or (iii) a Company Interest be Transferred to a Person (A) named on any list of Persons and governments issued by OFAC pursuant to Executive Order 13224, as in effect on the date hereof, or any similar lists publicly issued by OFAC or any other department or agency of the United States of America (“OFAC Lists”), (B) included in, owned by, controlled by, knowingly acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the Persons referred to or described in the OFAC Lists, or (C) who has knowingly conducted business with or knowingly engaged in any transaction with any Person named on any of the OFAC Lists.
(b) In the event that any filing, application, approval or consent is required in connection with any Transfer, whether by any governmental entity or other third-party, the transferring Member Partner shall promptly make such filing or application or obtain such approval or consent, at its sole expense.
(c) Notwithstanding anything to the contrary contained in this Agreement (including but not limited to the other sections of this Article VIII)Agreement, each Member and each transferee of all or any part of a Company Interest, (i) shall at all times maintain an office or agency for the service of process in the United States of America, which shall also be its address for delivery of Notices hereunder or (ii) Partner shall be a citizen or national an entity organized under the laws of the United States.
(d) Notwithstanding anything to the contrary contained in this Agreement (including but not limited to the other sections of this Article VIII), no Transfer of all or any portion of any MemberPartner’s Company Interest shall be binding upon the other Member Partners or the Company, and the Company shall be entitled to treat the record owner of any Company Interest as the absolute owner thereof in all respects, unless and until (i) true copies of the instruments of transfer executed and delivered pursuant to or in connection with such Transfer shall have been delivered to such other Member and the CompanyGeneral Partner, (ii) the transferee shall have delivered to such other Member and the Company General Partner an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor arising and accruing from and after the date of such Transfer under, and agrees to be bound by all the provisions of, this Agreement, (iii) the transferee shall have executed, acknowledged and delivered any instruments required under any applicable laws to effect such Transfer and, if applicable, its admission to the Company, and (iv) the transferee shall have executed and delivered such other instruments, documents and agreements reasonably required by the non-transferring Member General Partner in connection with such Transfer which are consistent with the other terms hereofhereof including, without limitation, a favorable opinion of counsel reasonably satisfactory to General Partner that such Transfer shall not constitute a violation of the Securities Act of 1933, as amended, or of any law or statute of any state and shall have no materially adverse federal income tax impact on the Partnership; provided, however, that no such opinion of counsel shall be required in connection with a Transfer to HP pursuant to and in accordance with the terms of the last sentence of Section 8.2. Upon compliance with the provisions of this Section 8.3(d8.3(c), any Person who acquires a Company Interest in a transaction permitted by this Article VIII shall, unless otherwise provided in this Agreement, be admitted as a MemberPartner. Except as otherwise set forth herein, upon the execution and delivery of such assumption agreement, the transferor shall have no further obligation hereunder after the date of the Transfer except that the transferor shall remain primarily liable for all accrued obligations (as of the date of Transfer) of the transferor under this Agreement, notwithstanding any Transfer pursuant to this Article VIII.
(e) Except as otherwise expressly provided herein, all reasonable costs and expenses incurred by the Company in connection with any Transfer of a Company Interest and, if applicable, the admission of a Person or Entity as a Member Partner hereunder, shall be paid by the transferor. Upon compliance with all provisions hereof applicable to any transferee of a Company Interest becoming a MemberPartner, all Members Partners hereby agree to execute and deliver such reasonable amendments hereto as are necessary to constitute such person or entity a Member Partner of the Company.
(f) If any Person acquires all or any part of the Company Interest of a Member Partner in violation of this Article VIII whether by operation of law, judicial proceeding, or other manner not expressly permitted hereunder, such Person shall have no rights under this Agreement with respect to the Company Interest so acquired.
(g) Prior to any Transfer described in the last sentence of Section 8.2, Cedar GP shall be offered the opportunity timely to review and, subject to any Netherlands regulatory requirements, approve all descriptive materials published and disseminated with respect to references to Cedar GP, Cedar LP, Cedar or any parent or subsidiary thereof (other than the Company) and its or their organizational and/or financial operations, structure or history, such approval not to be unreasonably withheld, conditioned or delayed, and shall be offered the opportunity to timely review all materials published and disseminated with respect to the Company, the Properties, the Partnership Interests and the transactions contemplated by this Agreement. HHUS and, if such Transfer shall occur, HP shall defend, indemnify and hold the Company, Cedar, Cedar GP, Cedar LP and the Affiliates, parents and subsidiaries of Cedar, Cedar GP and Cedar LP harmless of, from and against any and all Indemnified Losses (other than any special, consequential or punitive damages) arising out of or in connection with such Transfer or proposed Transfer. Notwithstanding anything to the contrary contained in this Agreement, the review and/or approval by Cedar GP of any materials with respect to any of the forgoing shall in no way relieve HP of any of its obligations pursuant to the terms of the immediately preceding sentence or result in liability to Cedar GP on account thereof.
(h) If Cedar shall no longer be directly or indirectly controlled by CSCP, Cedar LP shall pay all costs and expenses required to be paid by the Company pursuant to the Financing Documents on account thereof.
Appears in 1 contract
General Conditions Applicable to Transfers. (a) Notwithstanding anything in this Agreement to the contrary (including but not limited to any of the other sections of this Article VIII), in no event shall (i) any Transfer be made, recognized or consented to by the Members or deemed effective unless such Transfer will not constitute or result in a material violation or default under any Key Document or (ii) a Company Interest be Transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a Transfer to such a Person shall be void and of no effect and shall not bind the Company.
(b) In the event that any filing, application, approval or consent is required in connection with any Transfer, whether by any governmental entity or other third-party, the transferring Member shall promptly make such filing or application or obtain such approval or consent, at its sole expense.
(c) Notwithstanding anything to the contrary contained in this Agreement (including but not limited to the other sections of this Article VIII), each Member and each transferee of all or any part of a Company Interest, (i) shall at all times maintain an office or agency for the service of process in the United States of America, which shall also be its address for delivery of Notices hereunder or (ii) shall be a citizen or national of the United States.
(d) Notwithstanding anything to the contrary contained in this Agreement (including but not limited to the other sections of this Article VIII), no Transfer of all or any portion of any Member’s Company Interest shall be binding upon the other Member or the Company, and the Company shall be entitled to treat the record owner of any Company Interest as the absolute owner thereof in all respects, unless and until (i) true copies of the instruments of transfer executed and delivered pursuant to or in connection with such Transfer shall have been delivered to such other Member and the Company, (ii) the transferee shall have delivered to such other Member and the Company an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor arising and accruing from and after the date of such Transfer under, and agrees to be bound by all the provisions of, this Agreement, (iii) the transferee shall have executed, acknowledged and delivered any instruments required under any applicable laws to effect such Transfer and, if applicable, its admission to the Company, and (iv) the transferee shall have executed and delivered such other instruments, documents and agreements reasonably required by the non-transferring Member in connection with such Transfer which are consistent with the other terms hereofhereof and (v) the transferee shall have executed and delivered such other instruments or documents or shall have provided such information to the non-transferring Member as such non-transferring Member may reasonably require to assure itself that neither the transferee’s acquisition and holding of the Company Interest nor any transaction contemplated under this Agreement will result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code. Upon compliance with the provisions of this Section 8.3(d), any Person who acquires a Company Interest in a transaction permitted by this Article VIII shall, unless otherwise provided in this Agreement, be admitted as a Member. Except as otherwise set forth herein, upon the execution and delivery of such assumption agreement, the transferor shall have no further obligation hereunder after the date of the Transfer except that the transferor shall remain primarily liable for all accrued obligations (as of the date of Transfer) of the transferor under this Agreement, notwithstanding any Transfer pursuant to this Article VIII.
(e) Except as otherwise expressly provided herein, all reasonable costs and expenses incurred by the Company in connection with any Transfer of a Company Interest and, if applicable, the admission of a Person or Entity as a Member hereunder, shall be paid by the transferor. Upon compliance with all provisions hereof applicable to any transferee of a Company Interest becoming a Member, all Members hereby agree to execute and deliver such reasonable amendments hereto as are necessary to constitute such person or entity a Member of the Company.
(f) If any Person acquires all or any part of the Company Interest of a Member in violation of this Article VIII whether by operation of law, judicial proceeding, or other manner not expressly permitted hereunder, such Person shall have no rights under this Agreement with respect to the Company Interest so acquired.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Columbia Equity Trust, Inc.)
General Conditions Applicable to Transfers. (ai) Notwithstanding anything in this Agreement to the contrary (including but not limited to any of the other sections of this Article VIII), in no event shall (i) any Transfer be made, recognized or consented to by the Members Partners or deemed effective unless such Transfer will not constitute or result in a material violation or default under any Key Financing Document or (ii) a Company Interest be Transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a an individual Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a Transfer to such a Person shall be void and of no effect and shall not bind the CompanyCompany or (iii) a Company Interest be Transferred to a Person (A) named on any list of Persons and governments issued by OFAC pursuant to Executive Order 13224, as in effect on the date hereof, or any similar lists publicly issued by OFAC or any other department or agency of the United States of America (“OFAC Lists”), (B) included in, owned by, controlled by, knowingly acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the Persons referred to or described in the OFAC Lists, or (C) who has knowingly conducted business with or knowingly engaged in any transaction with any Person named on any of the OFAC Lists.
(bii) In the event that any filing, application, approval or consent is required in connection with any Transfer, whether by any governmental entity or other third-party, the transferring Member Partner shall promptly make such filing or application or obtain such approval or consent, at its sole expense.
(ciii) Notwithstanding anything to the contrary contained in this Agreement (including but not limited to the other sections of this Article VIII)Agreement, each Member and each transferee of all or any part of a Company Interest, (i) shall at all times maintain an office or agency for the service of process in the United States of America, which shall also be its address for delivery of Notices hereunder or (ii) Partner shall be a citizen or national an entity organized under the laws of the United States.
(div) Notwithstanding anything to the contrary contained in this Agreement (including but not limited to the other sections of this Article VIII), no Transfer of all or any portion of any MemberPartner’s Company Interest shall be binding upon the other Member Partners or the Company, and the Company shall be entitled to treat the record owner of any Company Interest as the absolute owner thereof in all respects, unless and until (i) true copies of the instruments of transfer executed and delivered pursuant to or in connection with such Transfer shall have been delivered to such other Member and the CompanyGeneral Partner, (ii) the transferee shall have delivered to such other Member and the Company General Partner an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor arising and accruing from and after the date of such Transfer under, and agrees to be bound by all the provisions of, this Agreement, (iii) the transferee shall have executed, acknowledged and delivered any instruments required under any applicable laws to effect such Transfer and, if applicable, its admission to the Company, and (iv) the transferee shall have executed and delivered such other instruments, documents and agreements reasonably required by the non-transferring Member General Partner in connection with such Transfer which are consistent with the other terms hereofhereof including, without limitation, a favorable opinion of counsel reasonably satisfactory to General Partner that such Transfer shall not constitute a violation of the Securities Act of 1933, as amended, or of any law or statute of any state and shall have no materially adverse federal income tax impact on the Partnership; provided, however, that no such opinion of counsel shall be required in connection with a Transfer to HP pursuant to and in accordance with the terms of the last sentence of Section 8.2. Upon compliance with the provisions of this Section 8.3(d8.3(c), any Person who acquires a Company Interest in a transaction permitted by this Article VIII shall, unless otherwise provided in this Agreement, be admitted as a MemberPartner. Except as otherwise set forth herein, upon the execution and delivery of such assumption agreement, the transferor shall have no further obligation hereunder after the date of the Transfer except that the transferor shall remain primarily liable for all accrued obligations (as of the date of Transfer) of the transferor under this Agreement, notwithstanding any Transfer pursuant to this Article VIII.
(ev) Except as otherwise expressly provided herein, all reasonable costs and expenses incurred by the Company in connection with any Transfer of a Company Interest and, if applicable, the admission of a Person or Entity as a Member Partner hereunder, shall be paid by the transferor. Upon compliance with all provisions hereof applicable to any transferee of a Company Interest becoming a MemberPartner, all Members Partners hereby agree to execute and deliver such reasonable amendments hereto as are necessary to constitute such person or entity a Member Partner of the Company.
(fvi) If any Person acquires all or any part of the Company Interest of a Member Partner in violation of this Article VIII whether by operation of law, judicial proceeding, or other manner not expressly permitted hereunder, such Person shall have no rights under this Agreement with respect to the Company Interest so acquired.
(vii) Prior to any Transfer described in the last sentence of Section 8.2, Cedar GP shall be offered the opportunity timely to review and, subject to any Netherlands regulatory requirements, approve all descriptive materials published and disseminated with respect to references to Cedar GP, Cedar LP, Cedar or any parent or subsidiary thereof (other than the Company) and its or their organizational and/or financial operations, structure or history, such approval not to be unreasonably withheld, conditioned or delayed, and shall be offered the opportunity to timely review all materials published and disseminated with respect to the Company, the Properties, the Partnership Interests and the transactions contemplated by this Agreement. HHUS and, if such Transfer shall occur, HP shall defend, indemnify and hold the Company, Cedar, Cedar GP, Cedar LP and the Affiliates, parents and subsidiaries of Cedar, Cedar GP and Cedar LP harmless of, from and against any and all Indemnified Losses (other than any special, consequential or punitive damages) arising out of or in connection with such Transfer or proposed Transfer. Notwithstanding anything to the contrary contained in this Agreement, the review and/or approval by Cedar GP of any materials with respect to any of the forgoing shall in no way relieve HP of any of its obligations pursuant to the terms of the immediately preceding sentence or result in liability to Cedar GP on account thereof.
(viii) If Cedar shall no longer be directly or indirectly controlled by CSCP, Cedar LP shall pay all costs and expenses required to be paid by the Company pursuant to the Financing Documents on account thereof.
Appears in 1 contract
General Conditions Applicable to Transfers. (a) Notwithstanding anything in this Agreement to the contrary (including but not limited to any of the other sections of this Article VIII), in no event shall (i) any Transfer be made, recognized or consented to by the Members or deemed effective unless such Transfer will not constitute or result in a material violation or default under any Key Document or (ii) a Company Interest be Transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a Transfer to such a Person shall be void and of no effect and shall not bind the Company.
(b) In the event that any filing, application, approval or consent is required in connection with any Transfer, whether by any governmental entity or other third-party, the transferring Member shall promptly make such filing or application or obtain such approval or consent, at its sole expense.
(c) Notwithstanding anything to the contrary contained in this Agreement (including but not limited to the other sections of this Article VIII), each Member and each transferee of all or any part of a Company InterestMembership Unit, (i) shall at all times maintain an office or agency for the service of process in the United States of America, which shall also be its address for delivery of Notices hereunder or (ii) shall be a citizen or national of the United States.
(d) Notwithstanding anything to the contrary contained in this Agreement (including but not limited to the other sections of this Article VIII), no Transfer of all or any portion of any Member’s Company Interest Membership Units shall be binding upon the other Member Members or the Company, and the Company shall be entitled to treat the record owner of any Company Interest Membership Units as the absolute owner thereof in all respects, unless and until (i) true copies of the instruments of transfer executed and delivered pursuant to or in connection with such Transfer shall have been delivered to such other Member Holding Company and the Company, (ii) the transferee shall have delivered to such other Member Holding Company and the Company an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor arising and accruing from and after the date of such Transfer under, and agrees to be bound by all the provisions of, this Agreement, (iii) the transferee shall have executed, acknowledged and delivered any instruments required under any applicable laws to effect such Transfer and, if applicable, its admission to the Company, and (iv) the transferee shall have executed and delivered such other instruments, documents and agreements reasonably required by the non-transferring Member Company in connection with such Transfer which are consistent with the other terms hereofhereof and (v) the transferee shall have executed and delivered such other instruments or documents or shall have provided such information to the non-transferring Members as the Company may reasonably require to assure itself that neither the transferee’s acquisition and holding of the Company Membership Units nor any transaction contemplated under this Agreement will result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code. Upon compliance with the provisions of this Section 8.3(d), any Person who acquires a Company Interest Membership Unit in a transaction permitted by this Article VIII shall, unless otherwise provided in this Agreement, be admitted as a Member. Except as otherwise set forth herein, upon the execution and delivery of such assumption agreement, the transferor shall have no further obligation hereunder after the date of the Transfer except that the transferor shall remain primarily liable for all accrued obligations (as of the date of Transfer) of the transferor under this Agreement, notwithstanding any Transfer pursuant to this Article VIII.
(e) Except as otherwise expressly provided herein, all reasonable costs and expenses incurred by the Company in connection with any Transfer of a Company Interest Membership Unit and, if applicable, the admission of a Person or Entity as a Member hereunder, shall be paid by the transferor. Upon compliance with all provisions hereof applicable to any transferee of a Company Interest Membership Unit becoming a Member, all Members hereby agree to execute and deliver such reasonable amendments hereto as are necessary to constitute such person or entity a Member of the Company.
(f) If any Person acquires all or any part of the Company Interest a Membership Unit of a Member in violation of this Article VIII whether by operation of law, judicial proceeding, or other manner not expressly permitted hereunder, such Person shall have no rights under this Agreement with respect to the Company Interest Membership Unit so acquired.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Columbia Equity Trust, Inc.)
General Conditions Applicable to Transfers. (a) Notwithstanding anything in this Agreement to the contrary (including but not limited to any of the other sections of this Article VIIIIX), except as set forth in clause (x) of Section 9.1, in no event shall (i) any Transfer be made, recognized or consented to by the Members Partners or deemed effective unless such Transfer will not constitute or result in a material violation or default under any Key Financing Document or (ii) a Company Interest any direct or indirect interest in the Partnership or any of its Subsidiaries be Transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a an individual Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a Transfer to such a Person shall be void and of no effect and shall not bind the CompanyPartnership or (iii) any direct or indirect interest in the Partnership or any of its Subsidiaries be Transferred to a Person (A) named on any list of Persons and governments issued by OFAC pursuant to Executive Order 13224, as in effect on the date hereof, or any similar lists publicly issued by OFAC or any other department or agency of the United States of America (“OFAC Lists”), (B) included in, owned by, controlled by, knowingly acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the Persons referred to or described in the OFAC Lists, or (C) who has knowingly conducted business with or knowingly engaged in any transaction with any Person named on any of the OFAC Lists.
(b) In the event that any filing, application, approval or consent is required in connection with any Transfer, whether by any governmental entity Governmental Authority or other third-party, the transferring Member Partner shall promptly make such filing or application or obtain such approval or consent, at its sole expense.
(c) Notwithstanding anything to the contrary contained in this Agreement (including but not limited to the other sections of this Article VIII)Agreement, each Member and each transferee of all or any part of a Company Interest, (i) shall at all times maintain an office or agency for the service of process in the United States of America, which shall also be its address for delivery of Notices hereunder or (ii) Partner shall be a citizen or national an entity organized under the laws of the United States.
(d) Notwithstanding anything to the contrary contained in this Agreement (including but not limited to the other sections of this Article VIIIIX), no Transfer of all or any portion of any MemberPartner’s Company Interest shall be binding upon the other Member Partners or the CompanyPartnership, and the Company Partnership shall be entitled to treat the record owner of any Company Interest as the absolute owner thereof in all respects, unless and until (i) true copies of the instruments of transfer executed and delivered pursuant to or in connection with such Transfer shall have been delivered to such other Member and the CompanyGeneral Partner, (ii) the transferee shall have delivered to such other Member and the Company General Partner an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor arising and accruing from and after the date of such Transfer under, and agrees to be bound by all the provisions of, this Agreement, (iii) the transferee shall have executed, acknowledged and delivered any instruments required under any applicable laws to effect such Transfer and, if applicable, its admission to the CompanyPartnership, and (iv) the transferee shall have executed and delivered such other instruments, documents and agreements reasonably required by the non-transferring Member General Partner in connection with such Transfer which are consistent with the other terms hereofhereof including, without limitation, a favorable opinion of counsel reasonably satisfactory to General Partner that such Transfer shall not constitute a violation of the Securities Act of 1933, as amended, or of any law or statute of any state and shall have no materially adverse federal income tax impact on the Partnership. Upon compliance with the provisions of this Section 8.3(d), 9.3(d) any Person who acquires a Company an Interest in a transaction permitted by this Article VIII IX shall, unless otherwise provided in this Agreement, be admitted as a MemberPartner. Except as otherwise set forth herein, upon the execution and delivery of such assumption agreement, the transferor shall have no further obligation hereunder after the date of the Transfer except that the transferor shall remain primarily liable for all accrued obligations (as of the date of Transfer) of the transferor under this Agreement, notwithstanding any Transfer pursuant to this Article VIIIIX.
(e) Except as otherwise expressly provided herein, all reasonable costs and expenses incurred by the Company Partnership in connection with any Transfer of a Company an Interest and, if applicable, the admission of a Person or Entity as a Member Partner hereunder, shall be paid by the transferor. Upon compliance with all provisions hereof applicable to any transferee of a Company an Interest becoming a MemberPartner, all Members Partners hereby agree to execute and deliver such reasonable amendments hereto as are necessary to constitute such person or entity a Member Partner of the CompanyPartnership.
(f) If any Person acquires all or any part of the Company Interest of a Member Partner in violation of this Article VIII IX whether by operation of law, judicial proceeding, or other manner not expressly permitted hereunder, such Person shall have no rights under this Agreement with respect to the Company Interest so acquired.
(g) If a Transfer of an Interest occurs at any time other than the end of a Fiscal Year, the various items of Partnership income, gain, deduction, loss, credit and allowance as computed for United States federal income tax purposes shall be allocated between the transferor Partner and the transferee Partner in accordance with Section 706 of the Code and the Regulations promulgated thereunder, and the transferor Partner agrees to reimburse the Partnership for any incidental accounting fees and other expenses incurred by the Partnership in making such allocation.
Appears in 1 contract
General Conditions Applicable to Transfers. (a) Notwithstanding anything in this Agreement to the contrary (including but not limited to any of the other sections of this Article VIII), in no event shall (i) any Transfer be made, recognized or consented to by the Members or deemed effective unless such Transfer will not constitute or result in a material violation or default under any Key Document or (ii) a Company Interest be Transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a Transfer to such a Person shall be void and of no effect and shall not bind the Company.
(b) In the event that any filing, application, approval or consent is required in connection with any Transfer, whether by any governmental entity or other third-party, the transferring Member shall promptly make such filing or application or obtain such approval or consent, at its sole expense.
(c) Notwithstanding anything to the contrary contained in this Agreement (including but not limited to the other sections of this Article VIII), each Member and each transferee of all or any part of a Company Interest, (i) shall at all times maintain an office or agency for the service of process in the United States of America, which shall also be its address for delivery of Notices notices hereunder or (ii) shall be a citizen or national of the United States.
(d) Notwithstanding anything to the contrary contained in this Agreement (including but not limited to the other sections of this Article VIII), no Transfer of all or any portion of any Member’s Company Interest shall be binding upon the other Member or the Company, and the Company shall be entitled to treat the record owner of any Company Interest as the absolute owner thereof in all respects, unless and until (i) true copies of the instruments of transfer executed and delivered pursuant to or in connection with such Transfer shall have been delivered to such other Member and the Company, (ii) the transferee shall have delivered to such other Member and the Company an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor arising and accruing from and after the date of such Transfer under, and agrees to be bound by all the provisions of, this Agreement, (iii) all Default Loans for which the transferor is the obligor shall be repaid in full to the Lending Member, (iv) the transferee shall have executed, acknowledged and delivered any instruments required under any applicable laws to effect such Transfer and, if applicable, its admission to the Company, and (ivv) the transferee shall have executed and delivered such other instruments, documents and agreements reasonably required by the non-transferring Member in connection with such Transfer which are consistent with the other terms hereofhereof and (vi) the transferee shall have executed and delivered such other instruments or documents or shall have provided such information to the non-transferring Member as such non-transferring Member may reasonably require to assure itself that neither the transferee’s acquisition and holding of the Company Interest nor any transaction contemplated under this Agreement will result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code. Upon compliance with the provisions of this Section 8.3(d), any Person who acquires a Company Interest in a transaction permitted by this Article VIII shall, unless otherwise provided in this Agreement, be admitted as a Member. Except as otherwise set forth herein, upon the execution and delivery of such assumption agreement, the transferor shall have no further obligation hereunder after the date of the Transfer except that the transferor shall remain primarily liable for all accrued obligations (as of the date of Transfer) of the transferor under this Agreement, notwithstanding any Transfer pursuant to this Article VIII.
(e) Except as otherwise expressly provided herein, all reasonable costs and expenses incurred by the Company in connection with any Transfer of a Company Interest and, if applicable, the admission of a Person or Entity as a Member hereunder, shall be paid by the transferor. Upon compliance with all provisions hereof applicable to any transferee of a Company Interest becoming a Member, all Members hereby agree to execute and deliver such reasonable amendments hereto as are necessary to constitute such person or entity a Member of the Company.
(f) If any Person acquires all or any part of the Company Interest of a Member in violation of this Article VIII whether by operation of law, judicial proceeding, or other manner not expressly permitted hereunder, such Person shall have no rights under this Agreement with respect to the Company Interest so acquired.
Appears in 1 contract
Samples: Limited Liability Company Agreement (REITPlus, Inc.)
