Common use of Indirect Transfer Clause in Contracts

Indirect Transfer. No Indirect Transfer in respect of a Class A Member shall occur, and no Class A Member shall cause or permit such an Indirect Transfer to occur in respect of such Class A Member, without the prior written consent of the Class B Member. If, any such Indirect Transfer occurs with respect to any Class A Member in violation of this Section 3.7 and such Indirect Transfer has not, to the reasonable satisfaction of the Class B Member been cured or reversed or has not otherwise ceased to exist within ten (10) days following the earlier to occur of (i) the applicable Class A Member becoming aware of the occurrence of such Indirect Transfer or (ii) notice of such Indirect Transfer being provided to such Class A Member by the Company or the Class B Member, then such Class A Member shall, effective as of the occurrence of such Indirect Transfer, constitute a “Breaching Class A Member” for purposes of this Agreement. In consideration for the benefits provided to each Class A Member through its ownership of the Class A Units owned by it and its rights under this Agreement, the receipt and sufficiency of which are each hereby irrevocably acknowledged, each Class A Member agrees that if such Class A Member in the future constitutes a Breaching Class A Member, then from and after the occurrence of the Indirect Transfer that causes such Class A Member to constitute a Breaching Class A Member, it shall have irrevocably surrendered its Class A Units pro rata to limited partners holding “Class A Units” (as defined in the Partnership Agreement) of the Partnership. For purposes of clarity, in the event an “Indirect Transfer” occurs pursuant to the Stockholders Agreement and such event would constitute an Indirect Transfer hereunder and notice of such event is provided to the Class A Member or its Affiliates pursuant to the Stockholders Agreement, such notice shall also constitute notice of an Indirect Transfer for purposes of this Section 3.7.

Indirect Transfer. No Indirect Transfer in respect of a Class A Member Limited Partner shall occur, and no Class A Member Limited Partner shall cause or permit such an Indirect Transfer to occur in respect of such Class A MemberLimited Partner, without the prior written consent of the Class B MemberLimited Partner. If, any such Indirect Transfer occurs with respect to any Class A Member Limited Partner in violation of this Section 3.7 and such Indirect Transfer has not, to the reasonable satisfaction of the Class B Member Limited Partner been cured or reversed or has not otherwise ceased to exist within ten (10) days following the earlier to occur of (i) the applicable Class A Member Limited Partner becoming aware of the occurrence of such Indirect Transfer or (ii) notice of such Indirect Transfer being provided to such Class A Member Limited Partner by the Company Partnership or the Class B MemberLimited Partner, then such Class A Member Limited Partner shall, effective as of the occurrence of such Indirect Transfer, constitute a “Breaching Class A MemberLimited Partner” for purposes of this Agreement. In consideration for the benefits provided to each Class A Member Limited Partner through its ownership of the Class A Units owned by it and its rights under this Agreement, the receipt and sufficiency of which are each hereby irrevocably acknowledged, each Class A Member Limited Partner agrees that if such Class A Member Limited Partner in the future constitutes a Breaching Class A MemberLimited Partner, then from and after the occurrence of the Indirect Transfer that causes such Class A Member Limited Partner to constitute a Breaching Class A MemberLimited Partner, it shall have irrevocably surrendered its Class A Units to the non-Breaching Class A Limited Partners pro rata in proportion to limited partners holding “the Class A Units” (as defined in the Partnership Agreement) of the PartnershipUnits held by such non-Breaching Class A Limited Partners. For purposes of clarity, in the event an “Indirect Transfer” occurs pursuant to the Stockholders Agreement with respect to a Class A Limited Partner and such event would constitute an Indirect Transfer hereunder and notice of such event is provided to the such Class A Member or its Affiliates Limited Partner pursuant to the Stockholders Agreement, such notice shall also constitute notice of an Indirect Transfer for purposes of this Section 3.7.

Indirect Transfer. No Indirect Transfer in respect of a Class A Member Limited Partner shall occur, and no Class A Member Limited Partner shall cause or permit such an a Indirect Transfer to occur in respect of such Class A MemberLimited Partner, without the prior written consent of the Class B MemberLimited Partner. If, any such Indirect Transfer occurs with respect to any Class A Member Limited Partner in violation of this Section 3.7 and such Indirect Transfer has not, to the reasonable satisfaction of the Class B Member Limited Partner been cured or reversed or has not otherwise ceased to exist within ten (10) days following the earlier to occur of (i) the applicable Class A Member Limited Partner becoming aware of the occurrence of such Indirect Transfer or (ii) notice of such Indirect Transfer being provided to such Class A Member Limited Partner by the Company Partnership or the Class B MemberLimited Partner, then such Class A Member Limited Partner shall, effective as of the occurrence of such Indirect Transfer, constitute a “Breaching Class A MemberLimited Partner” for purposes of this Agreement. In consideration for the benefits provided to each Class A Member Limited Partner through its ownership of the Class A Units owned by it and its rights under this Agreement, the receipt and sufficiency of which are each hereby irrevocably acknowledged, each Class A Member Limited Partner agrees that if such Class A Member Limited Partner in the future constitutes a Breaching Class A MemberLimited Partner, then from and after the occurrence of the Indirect Transfer that causes such Class A Member Limited Partner to constitute a Breaching Class A MemberLimited Partner, it shall have irrevocably surrendered its Class A Units to the non-Breaching Class A Limited Partners pro rata in proportion to limited partners holding “the Class A Units” (as defined in the Partnership Agreement) of the PartnershipUnits held by such non-Breaching Class A Limited Partners. For purposes of clarity, in the event an “Indirect Transfer” occurs pursuant to the Stockholders Agreement with respect to a Class A Limited Partner and such event would constitute an Indirect Transfer hereunder and notice of such event is provided to the such Class A Member or its Affiliates Limited Partner pursuant to the Stockholders Agreement, such notice shall also constitute notice of an Indirect Transfer for purposes of this Section 3.7.