Common use of Invalid Transfers Void Clause in Contracts

Invalid Transfers Void. Notwithstanding anything contained herein to the contrary, no transfer of a Partnership Interest may be made if such transfer (i) would violate the then applicable federal or state securities laws or rules and regulations of the Securities and Exchange Commission, state securities commissions, the Communications Act of 1934, or rules and regulations of the FCC and any other government agencies with jurisdiction over such transfer or (ii) would affect the Company’s existence or qualification under the Act. In the event a transfer of a Partnership Interest is otherwise permitted hereunder, notwithstanding any provision hereof, no Partner shall transfer all or any portion of such Partner’s Partnership Interest unless and until such Partner, upon the request of the Company, delivers to the Company an opinion of counsel, addressed to the Company, reasonably satisfactory to the Company, to the effect that (1) such Partnership Interest has been registered under the Securities Act and any applicable state securities laws, or that the proposed transfer of such Partnership Interest is exempt from any registration requirements imposed by such laws and that the proposed transfer does not violate any other applicable requirements of federal or state securities laws and (2) that such transfer will not result in the Company being taxed as a corporation or as an association taxable as a corporation. Such opinion shall not be deemed delivered until the Company confirms to such Partner that such opinion is acceptable, which confirmation will not be unreasonably withheld. Any purported transfer of any Partnership Interest or any part thereof not in compliance with this Article VIII or the Investment Agreement shall be void and of no force or effect and the Transferring Partner shall be liable to the other Partners and the Company for all liabilities, obligations, damages, losses, costs and expenses (including reasonable attorneys’ fees and court costs) arising as a result of such noncomplying transfer.

Invalid Transfers Void. Notwithstanding anything contained herein to the contrary, no transfer of a Partnership Membership Interest may be made if such transfer (i) would violate the registration requirements of then applicable federal or state securities laws or rules and regulations of the Securities and Exchange Commission, state securities commissions, the Communications Act of 1934, or rules and regulations of the FCC and any other government agencies with jurisdiction over such transfer or (ii) would affect the Company’s 's existence or qualification under the Act. In the event a transfer of a Partnership Membership Interest is otherwise permitted hereunder, notwithstanding any provision hereof, no Partner Member shall transfer all or any portion of such Partner’s Partnership Member's Membership Interest unless and until such PartnerMember, upon the request of the Company, delivers to the Company an opinion of counsel, addressed to the Company, reasonably satisfactory to the Company, to the effect that (1a) such Partnership Membership Interest has been registered under the Securities Act and any applicable state securities laws, or that the proposed transfer of such Partnership Membership Interest is exempt from any registration requirements imposed by such laws and that the proposed transfer does not violate any other applicable requirements of federal or state securities laws and (2b) that such transfer will not result in the Company being taxed as a corporation or as an association taxable as a corporation. Such opinion shall not be deemed delivered until the Company confirms to such Partner Member that such opinion is acceptable, which confirmation will not be unreasonably withheld. Any purported transfer of any Partnership Membership Interest or any part thereof not in compliance with this Article VIII or the Investment Agreement shall be void and of no force or effect and the Transferring Partner transferring Member shall be liable to the other Partners Members and the Company for all liabilities, obligations, damages, losses, costs and expenses (including reasonable attorneys’ ' fees and court costsdisbursements) arising as a result of such noncomplying transfer.

Invalid Transfers Void. Notwithstanding anything contained herein to the contrary, no transfer of a Partnership Membership Interest may be made if such transfer (i) would violate the registration requirements of then applicable federal or state securities laws or rules and regulations of the Securities and Exchange Commission, state securities commissions, the Communications Act of 1934, or rules and regulations of the FCC and any other government agencies with jurisdiction over such transfer or (ii) would affect the Company’s 's existence or qualification under the Act. In the event a transfer of a Partnership Membership Interest is otherwise permitted hereunder, notwithstanding any provision hereof, no Partner Member shall transfer all or any portion of such Partner’s Partnership Member's Membership Interest unless and until such PartnerMember, upon the request of the Company, delivers to the Company an opinion of counsel, addressed to the Company, reasonably satisfactory to the Company, to the effect that (1a) such Partnership Membership Interest has been registered under the Securities Act and any applicable state securities laws, or that the proposed transfer of such Partnership Membership Interest is exempt from any registration requirements imposed by such laws and that the proposed transfer does not violate any other applicable requirements of federal or state securities laws and (2b) that such transfer will not result in the Company being taxed as a corporation or as an association taxable as a corporation. Such opinion shall not be deemed delivered until the Company confirms to such Partner Member that such opinion is acceptable, which confirmation will not be unreasonably withheld. Any purported transfer of any Partnership Membership Interest or any part thereof not in compliance with this Article VIII or the Investment Agreement shall be void and of no force or effect and the Transferring Partner transferring Member shall be liable to the other Partners Members and the Company for all liabilities, obligations, damages, losses, costs and expenses (including reasonable attorneys’ ' fees and court costs) arising as a result of such noncomplying transfer.

Invalid Transfers Void. Notwithstanding anything contained herein to the contrary, no transfer Transfer of a Partnership an Interest may be made if such transfer Transfer (ia) would violate the then then-applicable federal or state securities laws or rules and regulations of the Securities and Exchange CommissionSEC, state securities commissions, the Communications Act of 1934, commissions or rules and regulations of the FCC and any other government agencies with jurisdiction over such transfer Transfer or (iib) would affect the Company’s 's existence or qualification under the Delaware Act. In the event a transfer Transfer of a Partnership an Interest is otherwise permitted hereunder, notwithstanding any provision hereof, no Partner Member shall transfer Transfer all or any portion of such Partner’s Partnership Member's Interest unless and until such PartnerMember, upon the request of the Company, delivers to the Company an opinion of counsel, addressed to the Company, reasonably satisfactory to the Company, to the effect that (1i) such Partnership Interest has been registered under the Securities Act and any applicable state securities laws, or that the proposed transfer Transfer of such Partnership Interest is exempt from any registration requirements imposed by such laws and that the proposed transfer Transfer does not violate any other applicable requirements of federal or state securities laws and (2ii) that such transfer Transfer will not result in the Company being taxed as a corporation or as an association taxable as a corporation. Such opinion shall not be deemed delivered until the Company confirms to such Partner Member that such opinion is acceptable, which confirmation will not be unreasonably withheldwithheld or delayed. Any purported transfer Transfer of any Partnership Interest or any part thereof not in compliance with this Article VIII or the Investment Agreement V shall be void and of no force or effect and neither the Transferring Partner Company, as issuer, nor any transfer agent shall give effect to such attempted Transfer; which shall confer no rights on any purported Transferee. In such event, the transferring Member shall be liable to the other Partners Members and the Company for all liabilities, obligations, damages, losses, costs and expenses (including reasonable attorneys’ ' fees and court costs) arising as a result of such noncomplying transferTransfer.

Invalid Transfers Void. Notwithstanding anything contained herein to the contrary, no transfer Transfer of a Partnership Member Interest may be made if such transfer Transfer (ia) would violate the then applicable federal or state securities laws or rules and regulations of the Securities and Exchange CommissionSEC, state securities commissions, the Communications Act of 1934, commissions or rules and regulations of the FCC and any other government agencies with jurisdiction over such transfer Transfer or (iib) would affect the Company’s existence or qualification under the Delaware Act or (c) would result in the Company being required to be registered under the Investment Company Act. In the event a transfer Transfer of a Partnership Member Interest is otherwise permitted hereunder, notwithstanding any provision hereof, no Partner Member shall transfer Transfer all or any portion of such PartnerMember’s Partnership Interest unless and until such PartnerMember, upon the request of the Company, delivers to the Company an opinion of counsel, addressed to the Company, reasonably satisfactory to the Company, to the effect that (1i) such Partnership Member Interest has been registered under the Securities Act and any applicable state securities laws, or that the proposed transfer Transfer of such Partnership Member Interest is exempt from any registration requirements imposed by such laws and that the proposed transfer Transfer does not violate any other applicable requirements of federal or state securities laws and (2ii) that such transfer Transfer will not result in the Company being taxed as a corporation or as an association taxable as a corporation. Such opinion shall not be deemed delivered until the Company confirms to such Partner Member that such opinion is acceptable, which confirmation will not be unreasonably withheldwithheld or delayed. Any To the fullest extent permitted by Law, any purported transfer Transfer of any Partnership Member Interest or any part thereof not in compliance with this Article VIII or the Investment Agreement V shall be void and of no force or effect and the Transferring Partner transferring Member shall be liable to the other Partners Members and the Company for all liabilities, obligations, damages, losses, costs and expenses (including reasonable attorneys’ fees and court costs) arising as a result of such noncomplying transferTransfer.

Invalid Transfers Void. Notwithstanding anything contained herein to the contrary, no transfer Transfer of a Partnership Member Interest may be made if such transfer Transfer (ia) would violate the then applicable federal or state securities laws or rules and regulations of the Securities and Exchange CommissionSEC, state securities commissions, the Communications Act of 1934, commissions or rules and regulations of the FCC and any other government agencies with jurisdiction over such transfer Transfer or (iib) would affect the Company’s 's existence or qualification under the Delaware Act or (c) would result in the Company being required to be registered under the Investment Company Act. In the event a transfer Transfer of a Partnership Member Interest is otherwise permitted hereunder, notwithstanding any provision hereof, no Partner Member shall transfer Transfer all or any portion of such Partner’s Partnership Member's Interest unless and until such PartnerMember, upon the request of the Company, delivers to the Company an opinion of counsel, addressed to the Company, reasonably satisfactory to the Company, to the effect that (1i) such Partnership Member Interest has been registered under the Securities Act and any applicable state securities laws, or that the proposed transfer Transfer of such Partnership Member Interest is exempt from any registration requirements imposed by such laws and that the proposed transfer Transfer does not violate any other applicable requirements of federal or state securities laws and (2ii) that such transfer Transfer will not result in the Company being taxed as a corporation or as an association taxable as a corporation. Such opinion shall not be deemed delivered until the Company confirms to such Partner Member that such opinion is acceptable, which confirmation will not be unreasonably withheldwithheld or delayed. Any To the fullest extent permitted by Law, any purported transfer Transfer of any Partnership Member Interest or any part thereof not in compliance with this Article VIII or the Investment Agreement V shall be void and of no force or effect and the Transferring Partner transferring Member shall be liable to the other Partners Members and the Company for all liabilities, obligations, damages, losses, costs and expenses (including reasonable attorneys’ ' fees and court costs) arising as a result of such noncomplying transferTransfer.

Invalid Transfers Void. Notwithstanding anything contained herein to the contrary, no transfer of a Partnership Interest may be made if such transfer (i) would violate the then applicable federal or state securities laws or rules and regulations of the Securities and Exchange Commission, state securities commissions, the Communications Act of 1934, or rules and regulations of the FCC and any other government agencies with jurisdiction over such transfer or (ii) would affect the Company’s 's existence or qualification under the Act. In the event a transfer of a Partnership Interest is otherwise permitted hereunder, notwithstanding any provision hereof, no Partner shall transfer all or any portion of such Partner’s 's Partnership Interest unless and until such Partner, upon the request of the Company, delivers to the Company an opinion of counsel, addressed to the Company, reasonably satisfactory to the Company, to the effect that (1) such Partnership Interest has been registered under the Securities Act and any applicable state securities laws, or that the proposed transfer of such Partnership Interest is exempt from any registration requirements imposed by such laws and that the proposed transfer does not violate any other applicable requirements of federal or state securities laws and (2) that such transfer will not result in the Company being taxed as a corporation or as an association taxable as a corporation. Such opinion shall not be deemed delivered until the Company confirms to such Partner that such opinion is acceptable, which confirmation will not be unreasonably withheld. Any purported transfer of any Partnership Interest or any part thereof not in compliance with this Article VIII or the Investment Agreement shall be void and of no force or effect and the Transferring Partner shall be liable to the other Partners and the Company for all liabilities, obligations, damages, losses, costs and expenses (including reasonable attorneys’ ' fees and court costs) arising as a result of such noncomplying transfer.

Invalid Transfers Void. Notwithstanding anything ---------------------- contained herein to the contrary, no transfer of a Partnership Interest may be made if such transfer (i) would violate the then applicable federal or state securities laws or rules and regulations of the Securities and Exchange Commission, state securities commissions, the Communications Act of 1934, or rules and regulations of the FCC and any other government agencies with jurisdiction over such transfer or (ii) would affect the Company’s 's existence or qualification under the Act. In the event a transfer of a Partnership Interest is otherwise permitted hereunder, notwithstanding any provision hereof, no Partner shall transfer all or any portion of such Partner’s 's Partnership Interest unless and until such Partner, upon the request of the Company, delivers to the Company an opinion of counsel, addressed to the Company, reasonably satisfactory to the Company, to the effect that (1) such Partnership Interest has been registered under the Securities Act and any applicable state securities laws, or that the proposed transfer of such Partnership Interest is exempt from any registration requirements imposed by such laws and that the proposed transfer does not violate any other applicable requirements of federal or state securities laws and (2) that such transfer will not result in the Company being taxed as a corporation or as an association taxable as a corporation. Such opinion shall not be deemed delivered until the Company confirms to such Partner that such opinion is acceptable, which confirmation will not be unreasonably withheld. Any purported transfer of any Partnership Interest or any part thereof not in compliance with this Article VIII or the Investment Agreement shall be void and of no force or effect and the Transferring Partner shall be liable to the other Partners and the Company for all liabilities, obligations, damages, losses, costs and expenses (including reasonable attorneys’ ' fees and court costs) arising as a result of such noncomplying transfer.