Common use of Limitations on Assignments of Interests by Members Clause in Contracts

Limitations on Assignments of Interests by Members. Except as set forth in this Article 9 and other than (i) Transfers by Montecito or CHP to their respective Affiliates, (ii) transfers of a minority equity interest in CHP to CNL Lifestyle Properties, Inc., a Maryland corporation, (iii) Transfers between Montecito and CHP, or (iv) pledges of, or security or similar interests in the Interests as may be required by the Lenders to the Company, which in each case shall be subject to the terms and conditions of the Financing, no Member shall have the right to Transfer all or any portion of its Interest without the consent of the other Members in their sole discretion and the consent of Lenders and assumption of any recourse Debt by such transferee. Notwithstanding anything to the contrary herein, in no event may a Member Transfer all or any portion of its Interest unless all necessary consents and approvals are received from the applicable governmental authority with respect to the licensure of the Facility. Any transfer tax or similar tax imposed on Montecito or CHP relating to a transaction pursuant to Article 9 will be paid or caused to be paid by that Member (and the Member will indemnify the Company for any such transfer tax or similar tax).

Limitations on Assignments of Interests by Members. Except as set forth in this Article 9 and other than (i) Transfers by Montecito Sunrise or CHP CNL to their respective Affiliates, (ii) transfers of a minority equity interest in CHP CNL to CNL Lifestyle PropertiesProperties Trust, Inc., a Maryland corporation, (iii) Transfers between Montecito Sunrise and CHP, CNL or (iv) pledges of, or security or similar interests in the Interests as may be required by the Lenders to the Company, which in each case shall be subject to the terms and conditions of the Existing Financing, no Member shall have the right to Transfer all or any portion of its Interest without the consent of the other Members in their sole discretion and the consent of Lenders and assumption of any recourse Debt by such transfereediscretion. Notwithstanding anything to the contrary herein, in no event may a Member CNL Transfer all or any portion of its Interest unless all necessary consents and approvals are received from the applicable governmental authority with respect to the licensure of the FacilityFacilities. Any transfer tax or similar tax imposed on Montecito Sunrise or CHP CNL relating to a transaction pursuant to Article 9 will be paid or caused to be paid by that Member (and the Member will indemnify the Company for any such transfer tax or similar tax).

Limitations on Assignments of Interests by Members. Except as set forth in this Article 9 and other than (i) Transfers by Montecito GCI or CHP to their respective Affiliates, (ii) transfers of a minority equity interest in CHP to CNL Lifestyle Properties, Inc., a Maryland corporation, (iii) Transfers between Montecito GCI and CHP, or (iv) pledges of, or security or similar interests in the Interests as may be required by the Lenders to the Company, which in each case shall be subject to the terms and conditions of the FinancingRefinancing, no Member shall have the right to Transfer all or any portion of its Interest without the consent of the other Members in their sole discretion and the consent of Lenders and assumption of any recourse Recourse Debt by such transferee. Notwithstanding anything to the contrary herein, in no event may a Member Transfer all or any portion of its Interest unless all necessary consents and approvals are received from the applicable governmental authority with respect to the licensure of the FacilityFacilities. Any transfer tax or similar tax imposed on Montecito GCI or CHP relating to a transaction pursuant to Article 9 will be paid or caused to be paid by that Member (and the Member will indemnify the Company for any such transfer tax or similar tax).

Limitations on Assignments of Interests by Members. Except as set forth in this Article 9 and other than (i) Transfers by Montecito GCI or CHP CHT to their respective Affiliates, (ii) transfers of a minority equity interest in CHP CHT to CNL Lifestyle Properties, Inc., a Maryland corporation, (iii) Transfers between Montecito GCI and CHPCHT, or (iv) pledges of, or security or similar interests in the Interests as may be required by the Lenders to the Company, which in each case shall be subject to the terms and conditions of the FinancingRefinancing, no Member shall have the right to Transfer all or any portion of its Interest without the consent of the other Members in their sole discretion and the consent of Lenders and assumption of any recourse Recourse Debt by such transferee. Notwithstanding anything to the contrary herein, in no event may a Member Transfer all or any portion of its Interest unless all necessary consents and approvals are received from the applicable governmental authority with respect to the licensure of the FacilityFacilities. Any transfer tax or similar tax imposed on Montecito GCI or CHP CHT relating to a transaction pursuant to Article 9 will be paid or caused to be paid by that Member (and the Member will indemnify the Company for any such transfer tax or similar tax).