Limitations on Disposition of LLC Interests Sample Clauses

Limitations on Disposition of LLC Interests. Except as otherwise provided in this Article VIII, the Private Owner shall not, directly or indirectly, Dispose of or permit to be Disposed of, all or any part of its LLC Interest or any of its rights or interests under this Agreement, except only that the Private Owner may make a direct, outright transfer of its entire (but not less than its entire) LLC Interest if, and only if, (a) (i) the transferee is a single Person that is a Qualified Transferee, (ii) such transferee delivers to the Initial Member a Purchaser Eligibility Certification and the representations and warranties made by such transferee therein shall be true and correct both before and after giving effect to such transfer of the LLC Interest, and (iii) the Private Owner first obtains the prior written consent of the Initial Member and, until the Purchase Money Notes Defeasance Date, the Purchase Money Notes Guarantor to such transfer, or (b) such Disposition is done by or at the direction of the Initial Member pursuant to Sections 3.13 or 3.14. The Private Owner may not under any circumstances Dispose of less than all of its LLC Interest. Transfers by the Private Owner satisfying the foregoing criteria are hereinafter referred to as “Permitted Dispositions.”
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Limitations on Disposition of LLC Interests. Except as otherwise provided in this Article VIII, the Private Owner shall not, directly or indirectly, Dispose of or permit to be Disposed of, all or any part of its LLC Interest or any of its rights or interests under this Agreement (including its rights to any distributions or other payments), except only that the Private Owner may make a direct, outright transfer of its entire (but not less than its entire) LLC Interest if, and only if, (a) (i) the transferee is a single Person that is a Qualified Transferee, (ii) such transferee delivers to the Initial Member a Purchaser Eligibility Certification and the representations and warranties made by such transferee therein shall be true and correct both before and after giving effect to such transfer of the LLC Interest, and (iii) the Private Owner first obtains the prior written consent of each Required Consenting Party to such transfer, or
Sample 1Sample 2

Related to Limitations on Disposition of LLC Interests

  • Limitations on Distributions Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

  • Limitations on Rights of Others The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholder, the Servicer and, to the extent expressly provided herein, the Trustee, the Trust Collateral Agent and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

  • Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

  • Conditions on Permitted Transfers In the event a Holder proposes to sell or transfer a Note, the Company may, but shall not be required to, impose reasonable conditions on such sale or transfer including, but not limited, to: (i) Notes may be transferred only in whole units, i.e., fractions of Notes may not be transferred; (ii) the transferee shall agree in writing to be bound by this Revenue Sharing Agreement; (iii) the transferor shall provide the Company with an opinion of counsel, satisfactory in form and substance to the Company’s counsel, stating that the transfer is exempt from registration under the Securities Act of 1933 and other applicable securities laws; and (iv) the transferor and transferee shall together pay in advance for any reasonable expenses the Company expects to incur in connection with the transfer, including attorneys’ fees.

  • Limitations on License (a) This license is not assignable or transferable by operation of law or otherwise, except as provided in Paragraph "1(b)" hereof, and is limited to the LICENSEE and to the premises.

  • Limitations on Use No part of the moneys delivered to the Recipient pursuant to Section II hereof is being or will be used to refinance, retire, redeem, or otherwise pay debt service on all or any part of any part of any governmental obligations regardless of whether the interest on such obligations is or was excluded from gross income for federal income tax purposes unless prior approval by the Director is given.

  • Limitations on Warranties 14.1 Notwithstanding anything else in this Agreement, neither Party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, that arises from the use of the Licensed Materials, or the incompetence of the Authorized Users to properly use the Licensed Materials.

  • Limitations on Remedies 7.1 IN NO EVENT WHATSOEVER SHALL SELLER OR ANY OF THE TEKNI-PLEX COMPANIES OR ANY OF ITS OR THEIR EMPLOYEES, AGENTS OR SUPPLIERS HAVE ANY LIABILITY, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, IN AN AMOUNT IN EXCESS OF THE AMOUNT ACTUALLY RECEIVED BY SELLER FROM BUYER AS PURCHASE PRICE FOR THE PRODUCTS OR SERVICES WHICH ARE THE SUBJECT OF A CLAIM OR SERIES OF RELATED CLAIMS. IN NO EVENT WHATSOEVER SHALL SELLER OR ANY OF ITS EMPLOYEES, AGENTS OR SUPPLIERS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES ARISING FROM OR RELATING TO ANY INJURY TO PERSONS; LOSS OF VALUE OR USE (INCLUDING WITHOUT LIMITATION, DIMINUTION IN VALUE OR STIGMA DAMAGES); LOSS OF ANTICIPATED REVENUE OR PROFIT; COST OF CAPITAL; DAMAGE TO OR LOSS OF OTHER PROPERTY OR EQUIPMENT; CLAIMS MADE BY END-USERS; OR COST OF SUBSTITUTE SUPPLIES, FACILITIES OR SERVICES.

  • Limitations on Our Liability We try to ensure that you can always use your card. Occasionally, however, you may not be able to do so because of systems or communication problems involving a merchant, the network or us. We may also block use of your card or a particular type of transaction for any reason and without telling you, including in cases where we suspect unauthorized or fraudulent use of the card. Under no circumstances are we liable to you if you cannot use your card.

  • Restrictions on Use Licensee is not permitted to make any use of the Licensed Marks in connection with products or services other than the Sprint PCS Products and Services, and as specifically authorized in Sections 1.1(b) above with respect to Related Equipment and Premium and Promotional Items, nor to make any use of the Licensed Marks directed outside of the Service Area.

Time is Money Join Law Insider Premium to draft better contracts faster.