Common use of Other Restrictions on Transfer Clause in Contracts

Other Restrictions on Transfer. In addition to any other restrictions on Transfer in this Agreement, no Member may Transfer a Unit (including by way of acquisition of Units by the Managing Member, or any other acquisition of Units by the Company) if the Company determines: (i) Based on the advice of nationally recognized tax counsel, such Transfer would create a material risk of the Company being classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; provided, that a Transfer by a Member or its Affiliates shall not be prohibited under this Section 8.2(c)(i) if the Member (or its Affiliate) obtains a tax opinion from nationally recognized tax counsel that the Transfer will not result in the Company being classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; (ii) That the Transfer would be to any Person or entity who lacks the legal right, power or capacity to own a Membership Interest; (iii) That the Transfer would be in violation of Law; (iv) That the Transfer would be of any fractional or component portion of a Unit or Membership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Unit; (v) That the Transfer would create a material risk that the Company would become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified Person” (as defined in Code section 4975(c)); (vi) Based on the advice of counsel, that the Transfer would create a material risk that any portion of the Assets would constitute assets of any employee benefit plan pursuant to Department of Labor Reg. § 2510.2-101; (vii) That the Transfer would require the registration of such Membership Interest pursuant to any applicable federal or state securities Laws; (viii) Based on advice of counsel, that such Transfer would create a material risk that the Company would become a reporting company under the Exchange Act; or (ix) Based on the advice of counsel, that the Transfer would subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.

Other Restrictions on Transfer. In addition to any other restrictions on Transfer in this Agreement, no Member may Transfer a Unit (including by way of acquisition of Units by the Managing Member, Manager or any other acquisition of Units by the Company) if the Company Manager reasonably determines: (i) Based on Such Transfer (A) would result in the advice Company having more than 100 partners, within the meaning of nationally recognized tax counselTreasury Regulations Section 1.7704-1(h)(1)(ii) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), such Transfer or (B) would create an undue risk that the Company be treated as a material risk “publicly traded partnership” within the meaning of Section 7704 of the Company being Code or a successor provision or otherwise classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; provided, that a Transfer by a Member or its Affiliates shall not be prohibited under this Section 8.2(c)(i7.2(d)(i)(B) if the Member (or its Affiliate) obtains a tax opinion on which the Manager and the Company can rely from nationally recognized tax counsel that the Transfer will not result in the Company being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or a successor provision or otherwise classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; (ii) That the Transfer would be to any Person or entity who that lacks the legal right, power or capacity to own a Membership InterestUnit; (iii) That the Transfer would be in violation of Law; (iv) That the Transfer would be of any fractional or component portion of a Unit or Membership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Unit; (v) That the Transfer would create a material risk that the Company would become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified Person” (as defined in Code section 4975(c)); (vi) Based on the advice of counsel, that That the Transfer would create a material risk that any portion of the Assets would constitute assets of any employee benefit plan pursuant to Department of Labor Reg. § 2510.2-101; (vii) That the Transfer would require the registration of such Membership Interest Unit pursuant to any applicable federal or state securities Laws; (viii) Based on advice of counsel, that That such Transfer would create a material risk that the Company would become a reporting company under the Exchange Act; or (ix) Based on the advice of counsel, that That the Transfer would subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.

Other Restrictions on Transfer. In addition to any other restrictions on Transfer in this Agreement, no Member may Transfer a Unit (including by way of acquisition of Units by the Managing Member, Manager or any other acquisition of Units by the Company) if the Company Manager determines: (i) Based on Such Transfer (A) would result in the advice Company having more than 100 partners, within the meaning of nationally recognized tax counselTreasury Regulations Section 1.7704-1(h)(1)(ii) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), such Transfer or (B) would create an undue risk that the Company be treated as a material risk “publicly traded partnership” within the meaning of Section 7704 of the Company being Code or a successor provision or otherwise classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; provided, that a Transfer by a Member or its Affiliates shall not be prohibited under this Section 8.2(c)(i7.2(d)(i)(B) if the Member (or its Affiliate) obtains a tax opinion on which the Manager and the Company can rely from nationally recognized tax counsel that the Transfer will not result in the Company being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or a successor provision or otherwise classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; (ii) That the Transfer would be to any Person or entity who that lacks the legal right, power or capacity to own a Membership InterestUnit; (iii) That the Transfer would be in violation of Law; (iv) That the Transfer would be of any fractional or component portion of a Unit or Membership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Unit; (v) That the Transfer would create a material risk that the Company would become, with respect to any employee benefit plan subject to Title I engage in a non-exempt “prohibited transaction” under Section 406 of ERISA, a “party-in-interest” (as defined in ERISA or Code Section 3(14)4975(c) or result in a “disqualified Person” (as defined in Code section 4975(c))violation of any ERISA Similar Law; (vi) Based on the advice of counsel, that That the Transfer would create a material risk that any portion of the Assets would constitute assets of “plan assets” subject to ERISA, Code Section 4975, or any employee benefit plan pursuant to Department of Labor Reg. § 2510.2-101ERISA Similar Law; (vii) That the Transfer would require the registration of such Membership Interest Unit pursuant to any applicable federal or state securities Laws; (viii) Based on advice of counsel, that That such Transfer would create a material risk that the Company would become a reporting company under the Exchange Act; or (ix) Based on the advice of counsel, that That the Transfer would subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.

Other Restrictions on Transfer. In addition to any other restrictions on Transfer in this Agreement, no Member may Transfer a Unit (including by way of acquisition of Units by the Managing Member, Manager or any other acquisition of Units by the Company) if the Company Manager determines: (i) Based on Such Transfer (A) would result in the advice Company having more than 100 partners, within the meaning of nationally recognized tax counselTreasury Regulations Section 1.7704-1(h)(1)(ii) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), such Transfer or (B) would create an undue risk that the Company be treated as a material risk “publicly traded partnership” within the meaning of Section 7704 of the Company being Code or a successor provision or otherwise classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; provided, that a Transfer by a Member or its Affiliates shall not be prohibited under this Section 8.2(c)(i7.2(d)(i)(B) if the Member (or its Affiliate) obtains a tax opinion on which the Manager and the Company can rely from nationally recognized tax counsel that the Transfer will not result in the Company being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or a successor provision or otherwise classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; (ii) That the Transfer would be to any Person or entity who that lacks the legal right, power or capacity to own a Membership InterestUnit; (iii) That the Transfer would be in violation of Law; (iv) That the Transfer would be of any fractional or component portion of a Unit or Membership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Unit; (v) That the Transfer would create a material risk that the Company would become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified Person” (as defined in Code section 4975(c)); (vi) Based on the advice of counsel, that That the Transfer would create a material risk that any portion of the Assets would constitute assets of any employee benefit plan pursuant to Department of Labor Reg. § 2510.2-101; (vii) That the Transfer would require the registration of such Membership Interest Unit pursuant to any applicable federal or state securities Laws; (viii) Based on advice of counsel, that That such Transfer would create a material risk that the Company would become a reporting company under the Exchange Act; or (ix) Based on the advice of counsel, that That the Transfer would subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.

Other Restrictions on Transfer. In addition to any other restrictions on Transfer in this Agreement, no Member Partner may Transfer a Unit an Interest (including by way of acquisition of Units Interests by the Managing Member, General Partner or any other acquisition of Units Interests by the CompanyPartnership) if the Company Partnership determines: (i) Based on the advice of nationally recognized tax counsel, such Transfer would create a material risk of the Company being classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; provided, that a Transfer by a Member or its Affiliates shall not be prohibited under this Section 8.2(c)(i) if the Member (or its Affiliate) obtains a tax opinion from nationally recognized tax counsel that the Transfer will not result in the Company Partnership being classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; (ii) That the Transfer would be to any Person or entity who that lacks the legal right, power or capacity to own a Membership an Interest; (iii) That the Transfer would be in violation of Law; (iv) That the Transfer would be of any fractional or component portion of a Unit or Membership an Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Unitan Interest; (v) That the Transfer would create a material risk that the Company Partnership would become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified Personperson” (as defined in Code section 4975(c)); (vi) Based on the advice of counsel, that the Transfer would create a material risk that any portion of the Assets would constitute assets of any employee benefit plan pursuant to Department of Labor Reg. § 2510.2-101; (vii) That the Transfer would require the registration of such Membership Interest pursuant to any applicable federal or state securities Laws; (viii) Based on advice of counsel, that such Transfer would create a material risk that the Company Partnership would become a reporting company under the Exchange Act; or (ix) Based on the advice of counsel, that the Transfer would subject the Company Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.

Other Restrictions on Transfer. In addition to any other restrictions on Transfer in this Agreement, no Member may Transfer a Unit (including by way of acquisition of Units by the Managing Member, Manager or any other acquisition of Units by the Company) if the Company Manager determines: (i) Based on the advice of nationally recognized tax counsel, such Transfer (A) would result in the Company having more than 100 partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), or (B) would create an undue risk that the Company be treated as a material risk “publicly traded partnership” within the meaning of Section 7704 of the Company being Code or a successor provision or otherwise classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; provided, that a Transfer by a Member or its Affiliates shall not be prohibited under this Section 8.2(c)(i7.2(d)(i)(B) if the Member (or its Affiliate) obtains a tax opinion on which the Manager and the Company can rely from nationally recognized tax counsel that the Transfer will not result in the Company being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or a successor provision or otherwise classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; (ii) That that the Transfer would be to any Person or entity who that lacks the legal right, power or capacity to own a Membership InterestUnit; (iii) That that the Transfer would be in violation of Law; (iv) That that the Transfer would be of any fractional or component portion of a Unit or Membership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Unit; (v) That that the Transfer would create a material risk that the Company would become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified Person” (as defined in Code section 4975(c)); (vi) Based on the advice of counsel, that the Transfer would create a material risk that any portion of the Assets would constitute assets of any employee benefit plan pursuant to Department of Labor Reg. § 2510.2-101; (vii) That that the Transfer would require the registration of such Membership Interest Unit pursuant to any applicable federal or state securities Laws; (viii) Based on advice of counsel, that such Transfer would create a material risk that the Company would become a reporting company under the Exchange Act; or (ix) Based on the advice of counsel, that the Transfer would subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.

Other Restrictions on Transfer. In addition to any other restrictions on Transfer in this Agreement, no Member may Transfer a Unit (including by way of a Related Party Transfer, an acquisition of Units by the Managing Member, Member or any other acquisition of Units by the Company) if the Company determines: (i) Based on the advice of nationally recognized tax counselcounsel (for the avoidance of doubt, including each Company Counsel), such Transfer would create a material risk of the Company being classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; provided, that a Transfer by a Member or its Affiliates shall not be prohibited under this Section 8.2(c)(i) if the Member (or its Affiliate) obtains a tax opinion from nationally recognized tax counsel that the Transfer will not result in the Company being classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; (ii) That the Transfer would be to any Person or entity who that lacks the legal right, power or capacity to own a Membership InterestUnit; (iii) That the Transfer would be in violation of Law; (iv) That the Transfer would be of any fractional or component portion of a Unit or Membership InterestUnit, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Unit; (v) That the Transfer would create a material risk that the Company would become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified Person” (as defined in Code section 4975(c)); (vi) Based on the advice of counsel, that the Transfer would create a material risk that any portion of the Assets would constitute assets of any employee benefit plan pursuant to Department of Labor Reg. § 2510.2-101; (vii) That Based on the advice of counsel, that the Transfer would require the registration of such Membership Interest Unit pursuant to any applicable federal or state securities Laws; (viii) Based on advice of counsel, that such Transfer would create a material risk that the Company would become a reporting company under the Exchange Act; or (ix) Based on the advice of counsel, that the Transfer would subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.

Other Restrictions on Transfer. In addition to any other restrictions on Transfer in this Agreement, no Member may Transfer a Unit (including by way of acquisition of Units by the Managing Member, Manager or any other acquisition of Units by the Company) if the Company Manager reasonably determines: (i) Based on Such Transfer (A) would result in the advice Company having more than 100 partners, within the meaning of nationally recognized tax counselTreasury Regulations Section 1.7704-1(h)(1)(ii) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), such Transfer or (B) would create an undue risk that the Company be treated as a material risk “publicly traded partnership” within the meaning of Section 7704 of the Company being Code or a successor provision or otherwise classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; provided, that a Transfer by a Member or its Affiliates shall not be prohibited under this Section 8.2(c)(i7.2(d)(i)(B) if the Member (or its Affiliate) obtains a tax opinion on which the Manager and the Company can rely from nationally recognized tax counsel that the Transfer will not result in the Company being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or a successor provision or otherwise classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; (ii) That the Transfer would be to any Person or entity who that lacks the legal right, power or capacity to own a Membership InterestUnit; (iii) That the Transfer would be in violation of Law; (iv) That the Transfer would be of any fractional or component portion of a Unit or Membership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Unit; (v) That the Transfer would create a material risk that the Company would become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified Person” (as defined in Code section 4975(c)); (vi) Based on the advice of counsel, that That the Transfer would create a material risk that any portion of the Assets would constitute assets of any employee benefit plan pursuant to Department of Labor Reg. § 2510.2-101; (vii) That the Transfer would require the registration of such Membership Interest Unit pursuant to any applicable federal or state securities Laws; (viii) Based on advice of counsel, that such That the Transfer would create a material risk that the Company would become a reporting company under the Exchange Act; or (ix) Based on the advice of counsel, that That the Transfer would subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.

Other Restrictions on Transfer. In addition to any other restrictions on Transfer in this Agreement, no Member may Transfer a Unit (including by way of acquisition of Units by the Managing Member, or any other acquisition of Units by the Company) if the Company determines: (i) Based on the advice of nationally recognized tax counsel, such Transfer would create a material risk of the Company being classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; provided, that a Transfer by a Member or its Affiliates shall not be prohibited under this Section ‎Section 8.2(c)(i) if the Member (or its Affiliate) obtains a tax opinion from nationally recognized tax counsel that the Transfer will not result in the Company being classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; (ii) That the Transfer would be to any Person or entity who lacks the legal right, power or capacity to own a Membership Interest; (iii) That the Transfer would be in violation of Law; (iv) That the Transfer would be of any fractional or component portion of a Unit or Membership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Unit; (v) That the Transfer would create a material risk that the Company would become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified Person” (as defined in Code section 4975(c)); (vi) Based on the advice of counsel, that the Transfer would create a material risk that any portion of the Assets would constitute assets of any employee benefit plan pursuant to Department of Labor Reg. § 2510.2-101; (vii) That the Transfer would require the registration of such Membership Interest pursuant to any applicable federal or state securities Laws; (viii) Based on advice of counsel, that such Transfer would create a material risk that the Company would become a reporting company under the Exchange Act; or (ix) Based on the advice of counsel, that the Transfer would subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.