Common use of Limitations on Disposition of LLC Interests Clause in Contracts

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.”

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 Member satisfying the foregoing criteria are hereinafter referred to as “Permitted Dispositions.”