Common use of No Disposition in Violation of Law Clause in Contracts

No Disposition in Violation of Law. Without limiting the representations set forth above, and without limiting any provision of this Agreement, he, she, or it will not make any disposition of all or any part of the Percentage Interest which will result in the violation by him, her, or it or by the Partnership of the Securities Act, the Act, or any other applicable federal or state laws. Without limiting the foregoing, he, she, or it agrees not to make any disposition of all or any part of the Percentage Interest unless and until: 17.9.1 There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement and any applicable requirements of state securities laws; or 17.9.2 He, she, or it has notified the Partnership of the proposed disposition and has furnished the Partnership with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the General Partner, he, she, or it has furnished the Partnership with a written opinion of counsel, reasonably satisfactory to the Partnership, that such disposition will not require registration of any securities under the Securities Act or the consent of or a permit from appropriate authorities under any applicable state securities law; or 17.9.3 In the case of any disposition of all or any part of the Percentage Interest pursuant to Securities Act Rule 144, in addition to the matters set forth herein, he, she, or it shall promptly forward to the Partnership a copy of any Form 144 filed with the Securities and Exchange Commission (“SEC”) with respect to such disposition and a letter from the executing broker satisfactory to the Partnership evidencing compliance with Rule 144. If Rule 144 is amended or if the SEC’s interpretations thereof in effect at the time of any such disposition have changed from its present interpretations thereof, he, she, or it shall provide the Partnership with such additional documents as the General Partner may reasonably require.

No Disposition in Violation of Law. Without limiting the --------------------------------------- representations set forth above, and without limiting any provision above or the other provisions of this Agreement, he, she, or it will such Member shall not make any disposition of all or any part of the Percentage Interest such Person's Membership Interests which will would result in the violation by him, her, or it such Person or by the Partnership Company of the Securities Act, the Act, Delaware General Corporation Law, as amended, or any other applicable federal securities or state blue sky laws. Without limiting the generality of the foregoing, he, she, or it such Member agrees not to make any disposition of all or any part of the Percentage Interest Membership Interests acquired by such Person unless and until: 17.9.1 There : (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement and any applicable requirements of state securities laws; or 17.9.2 He, she, or it (b) such Person has notified the Partnership Company of the proposed disposition and has furnished the Partnership Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) and, if reasonably requested by the General Partnerother Members, he, she, or it such Person has furnished the Partnership Company with a written opinion of counsel, reasonably satisfactory to the PartnershipCompany, that such disposition will not require registration of any securities under the Securities Act or the consent of or a permit from appropriate authorities under any applicable state securities law; or 17.9.3 . In the case of any disposition of all or any part of the Percentage Interest such Member's Membership Interests pursuant to Securities Act SEC Rule 144, in addition to the matters set forth hereinsuch Person shall, heamong other things, she, or it shall promptly forward to the Partnership Company a copy of any Form 144 filed with the Securities and Exchange Commission (“SEC”) SEC with respect to such disposition and a letter from the executing broker satisfactory to the Partnership Company evidencing compliance with SEC Rule 144. If SEC Rule 144 is amended or if the SEC’s 's interpretations thereof in effect at the time of any such disposition have changed from its present interpretations thereof, he, she, or it such Member shall provide the Partnership Company with such additional documents as the General Partner other Member or the Company may reasonably require.