Common use of Other Transfer Restrictions Clause in Contracts

Other Transfer Restrictions. (a) In addition to any other restrictions on Transfers in this Deed, no Party may Transfer (and each Shareholder shall procure that no Shareholder’s Affiliate Transfers) any Securities: (i) to any Person who lacks the legal right, power or capacity to own such Securities; (ii) if such Transfer requires the registration or other qualification of such Securities pursuant to any applicable securities laws; (iii) if such Transfer will have a material adverse tax consequence for any member of the Group; or (iv) if, in the reasonable determination of the Company, such Transfer would require the prior consent of any regulatory agency and such prior consent has not been obtained. (b) No Transfer of Securities may be made or recorded in the books and records of the Company unless the Transferee has delivered to the Company notice of such Transfer, including a fully executed copy of all documentation and agreements relating to the Transfer and any agreements or other documents required by this Deed, including a duly executed copy of the Deed of Accession. (c) Any Person who shall Transfer all of such Person’s Securities in a Transfer permitted pursuant to this Article V shall cease to be a Party to this Deed upon completion of such Transfer. (d) The provisions of this Article V apply to, and no Shareholder shall (and each Shareholder shall procure that its Affiliates shall not) attempt to avoid or circumvent the provisions of this Deed by making: (i) any indirect Transfer of any interest in the Securities or the Transfer of any interest in a Shareholder or any other parent company primarily representing a direct or indirect interest in the Securities; or (ii) any Transfer (or Transfers) of any interest in the Securities to one or more transferees and then disposing of all or any portion of such Shareholder's or Affiliate's direct or indirect interest in any such transferee(s), in each case other than any Permitted Transfer or Reinvesting Shareholder Permitted Transfer. A Transfer of an interest in an entity which directly or indirectly owns Securities will not be deemed a Transfer of Securities so long as the entity has not been formed for the sole purpose of holding Securities and owns material assets other than Securities.

Other Transfer Restrictions. (a) In addition to any other restrictions on direct or indirect Transfers in this Deedherein contained, without the approval of all Shareholders, no Party may (x) Transfer of any Securities or other economic or equitable interests in Securities or (and each y) direct or indirect Transfer of shares or other securities in a Shareholder shall procure that no Shareholder’s Affiliate Transfers) any Securitiestake place: (i) where such Transfer would cause or could on the balance of probabilities be expected to trigger a prepayment or event of default under the Debt Financing Agreements; (ii) to any Person who lacks the legal right, power or capacity to directly or indirectly own such SecuritiesSecurities or shares or other securities in the relevant Shareholder (as the case may be); (iiiii) if such Transfer requires the registration or other qualification of such Securities or shares or other securities in the relevant Shareholder (as the case may be) pursuant to any applicable securities laws; (iiiiv) if such Transfer will have would result in a material adverse tax violation of anti-bribery, anti-corruption, anti-money laundering and Sanctions laws, regulations or governmental orders applicable to a Shareholder or Affiliate thereof; (v) other than in respect of (A) a Limited Partner Transfer, (B) any Transfers by the KKR Investor or its Affiliates, or (C) a Transfer of any Shares held by the KKR Investor or its Affiliates as a consequence for of a foreclosure proceeding or other enforcement proceeding in accordance with Clause 5.1(a)(ii), to any member Person who is a competitor of the GroupKKR Investor or any of its Affiliates; or (ivvi) ifother than in respect of a Limited Partner Transfer, in the reasonable determination of the Companyto any Person who is Controlled or managed by any Governmental Authorities, such Transfer would require the prior consent of any regulatory agency and such prior consent has not been obtainedexcluding pension funds. (b) No Unless otherwise approved by the Company Board, no direct Transfer of Securities may be made or recorded in the books and records of the Company unless the Transferee has delivered delivers to the Company notice of such Transfer (together with reasonable supporting evidence of such Transfer), including a fully executed copy of all documentation and agreements relating to the Transfer and any agreements or other documents required by this DeedAgreement and a Deed of Adherence, including a duly executed copy and any applicable stamp duty or other similar transfer taxes have been paid in respect of such Transfer to the reasonable satisfaction of the Deed of AccessionCompany. (c) Any Person Party who shall Transfer Transfers all of such PersonParty’s Securities or other economic or equitable interests in Securities in a Transfer permitted pursuant to this Article V shall cease to be a Party to this Deed Agreement upon completion of such Transfer. (d) The provisions Notwithstanding anything to the contrary herein, a Shareholder may only Transfer Shares of this Article V apply tothe Company to any person if, and no at the same time, the Shareholder shall also makes a proportionate Transfer to such person of any other Securities (and each Shareholder shall procure that its Affiliates shall not) attempt to avoid or circumvent the provisions of this Deed vice versa), if any, held by making: (i) any indirect Transfer of any interest in the Securities or the Transfer of any interest in a Shareholder or any other parent company primarily representing a direct or indirect interest in the Securities; or (ii) any Transfer (or Transfers) of any interest in the Securities to one or more transferees and then disposing of all or any portion of such Shareholder's . Any provision in this Agreement referring to or Affiliate's direct permitting or indirect interest in any such transferee(s), in each case other than any Permitted Transfer or Reinvesting Shareholder Permitted Transfer. A Transfer of an interest in an entity which directly or indirectly owns Securities will not be deemed requiring a Transfer of Securities so long a Shareholder’s Shares shall be deemed to include a reference to (or permit or require, as the entity has not been formed for case may be) a Transfer of the sole purpose proportionate amount of holding other Securities held by such Shareholder (and owns material assets other than Securitiesvice versa) if any.

Other Transfer Restrictions. Notwithstanding anything to the contrary, no Transfer (except Transfers under Sections 15.03(b)(i) or 15.03(c)(i)) shall be valid unless: (a) In addition The Transferring Party has notified the other Parties of the name, address, phone number, tax identification number and contact person of the transferee; (b) The proposed transferee has assumed responsibility for performance of all of the liabilities and obligations of the Transferring Party under this Agreement, each ON Line Agreement, each Security Document, the Balancing Authority Area Services Agreement and otherwise relating to the Ownership Interests that the transferee acquires arising on and after the date of the Transfer pursuant to a written instrument of assignment and assumption in a form approved by the other Parties acting reasonably, which approval shall be limited to the question of whether such instrument, when duly executed, will accomplish the purposes intended under this Agreement (an “Assignment and Assumption Agreement”). Each Assignment and Assumption Agreement shall (i) provide that the other Parties are each a third-Person beneficiary thereof, (ii) require that the transferee becomes a party to this Agreement, each ON Line Agreement (with respect to a Transfer of Ownership Interests) and each Security Document and agrees to be bound by the terms hereof and, if applicable, thereof, (iii) reflect, among other things, that the transferee’s Ownership Interests or ownership interests in the Great Basin Segments, as applicable, are subject to the terms and provisions of this Agreement, each ON Line Agreement (with respect to a Transfer of Ownership Interests ) and each Security Document and that such transferee has no greater rights in ON Line or the Great Basin Segments, as applicable, than the Transferring Party prior to the Transfer and (iv) contain representations and warranties from the transferee substantially similar to those set forth in Section 17.01. The Transferring Party’s obligations under this Agreement, each ON Line Transmission Use and Capacity Exchange Agreement Agreement (with respect to a Transfer of Ownership Interests) and each Security Document shall be valid and binding obligations of the transferee enforceable in accordance with the terms hereof and, if applicable, thereof; (c) Except as otherwise agreed in the consent to collateral assignment between the NVE Parties and the ON Line Lenders, all amounts due and owing by the Transferring Party under this Agreement shall have been paid in full; (d) Such Transfer shall not result in (i) a breach or event of default under any ON Line Agreement or any Security Document or an Event of Default or breach of this Agreement, or (ii) this Agreement, any ON Line Agreement or any Security Document not being in full force and effect; (e) After such Transfer, the GB Segment Security Interest and the ON Line Security Interest shall be valid, legal, perfected, in full force and effect and have the priority contemplated by Section 18.04; (f) Such Transfer shall not cause ON Line or a Party to be subject to any other restrictions Applicable Law to which it was not previously subject and which constitutes a Material Adverse Effect; (g) Such Transfer complies with all Applicable Laws, the transferee has all necessary Governmental Approvals to comply with its obligations under this Agreement and such Transfer complies with Section 15.01(b); (h) Such Transfer will not cause any portion of a non-Transferring Party’s Ownership Interests or ownership interests in the Great Basin Segments to be “tax-exempt use property” as defined in Section 168(h) of the Code (without giving effect to paragraphs (1)(c) and (3) thereof) based on Transfers an opinion from nationally-recognized tax counsel selected by the Transferring Party and reasonably acceptable to the non-Transferring Parties, delivered to each of the Parties on or prior to such Transfer, stating that such Transfer will, more likely than not, not cause the Ownership Interest of a non-Transferring Party in this Deed, no any portion of ON Line or the ownership interest of any non-Transferring Party may Transfer in any of the Great Basin Segments to be “tax-exempt use property” as defined in Section 168(h) of the Code (without giving effect to paragraphs (1)(c) and each Shareholder shall procure that no Shareholder’s Affiliate Transfers(3) any Securities:thereof); (i) If the Transferee relied on its parent to any Person who lacks satisfy the legal rightcreditworthiness requirements (as set forth in the definition of Eligible Assignee), power or capacity then the Transferee’s parent shall, as a condition to own such Securities;the effectiveness of the Transfer, deliver a guaranty in favor of the non-Transferring Parties guaranteeing all of the Transferee’s obligations under this Agreement on terms reasonably acceptable to the NVE Parties; and (iij) if such Transfer requires If the registration or other qualification Transferee relied on its Affiliate to satisfy the requirement to have sufficient experience (as set forth in the definitions of such Securities pursuant Eligible Assignee and Experienced Operator) and/or to any applicable securities laws; be regulated by FERC (iii) if such Transfer will have as set forth in the definition of Eligible Assignee), then, as a material adverse tax consequence for any member condition to the effectiveness of the Group; or (iv) ifTransfer, the Transferee and its applicable Affiliate shall agree in writing, in the reasonable determination of the Company, such Transfer would require the prior consent of any regulatory agency and such prior consent has not been obtained. (b) No Transfer of Securities may be made or recorded in the books and records of the Company unless the Transferee has delivered a form reasonably acceptable to the Company notice NVE Parties, to remain Transmission Use and Capacity Exchange Agreement under common Control for a period of such Transfer, including a fully executed copy of all documentation and agreements relating to no less than four (4) years following the Transfer and any agreements or other documents required by this Deed, including a duly executed copy of the Deed of Accession. (c) Any Person who shall Transfer all of such Person’s Securities in a Transfer permitted pursuant to this Article V shall cease to be a Party to this Deed upon completion date of such Transfer. (d) The provisions of this Article V apply to, and no Shareholder shall (and each Shareholder shall procure that its Affiliates shall not) attempt to avoid or circumvent the provisions of this Deed by making: (i) any indirect Transfer of any interest in the Securities or the Transfer of any interest in a Shareholder or any other parent company primarily representing a direct or indirect interest in the Securities; or (ii) any Transfer (or Transfers) of any interest in the Securities to one or more transferees and then disposing of all or any portion of such Shareholder's or Affiliate's direct or indirect interest in any such transferee(s), in each case other than any Permitted Transfer or Reinvesting Shareholder Permitted Transfer. A Transfer of an interest in an entity which directly or indirectly owns Securities will not be deemed a Transfer of Securities so long as the entity has not been formed for the sole purpose of holding Securities and owns material assets other than Securities.

Other Transfer Restrictions. Notwithstanding anything to the contrary contained herein: (a) In addition No Units may be sold or transferred unless they are first registered under the 33 Act and applicable state securities laws or an exemption from such registration is available. Each Transferring Member shall, not later than the effective date of such Transfer, execute and deliver or cause to any other restrictions on Transfers in this Deedbe executed and delivered to each Member, no Party may Transfer (at the sole cost and each Shareholder shall procure that no Shareholder’s Affiliate Transfers) any Securities: expense of the Transferring Member, (i) a counterpart of the instrument of Transfer; (ii) a certificate stating that such Transfer was made in accordance with this Agreement, the Certificate of Formation and all applicable laws and regulations; and (iii) unless waived in writing by the Members holding 75% or more of the Units not held by the Transferring Member, a written opinion, in form and substance reasonably satisfactory to such Members, from counsel reasonably satisfactory to such Members, to the effect that (x) either the securities proposed to be Transferred have been effectively registered under all applicable securities laws or such Transfer may be effected without the registration of such Units under any Person who lacks applicable securities laws and (y) the Transferee has the legal right, power or and capacity to own such Securities; (ii) if such the Units proposed to be Transferred. All reasonable costs and expenses incurred by the Company in connection with any Transfer requires shall be paid by the registration Transferring Member or other qualification of such Securities pursuant to any applicable securities laws; (iii) if such Transfer will have a material adverse tax consequence for any member of the Group; or (iv) if, in the reasonable determination of the Company, such Transfer would require the prior consent of any regulatory agency and such prior consent has not been obtainedTransferee. (b) No Transfer If any Member shall acquire additional Units and if any Transferee of Securities may any Member shall acquire any Units, in each case in any manner, whether by a permitted Transfer, operation of law or otherwise, such Units shall be made or recorded in held subject to all of the books terms of this Agreement, and records by taking and holding such Units such Person shall be conclusively deemed to have agreed to be bound by and to comply with all of the terms and provisions of this Agreement. At the request of the Company unless the or any Member, a Transferee has delivered of Units shall execute and deliver to the Company notice of such Transfer, including a fully executed copy of all documentation and agreements relating each other Member an instrument in form reasonably satisfactory to the Transfer Company pursuant to which such Transferee agrees to be bound by the terms and any agreements or other documents required by provisions of this Deed, including a duly executed copy of the Deed of AccessionAgreement. (c) Any Person who shall TRS may not Transfer all or any portion of its Units, and no direct or indirect equity interest in TRS or any Affiliate of TRS that owns Units may be Transferred, to any Person if the business of such Person’s Securities in Person or any of its Affiliates or a Transfer permitted pursuant to this Article V shall cease to be a Party to this Deed upon completion portion of any such Transferbusiness is the development, ownership or management of shopping malls (other than institutional investors which own shopping centers or interests therein but do not, directly or through Affiliates, act as property managers of shopping centers). (d) The provisions of this Article V apply to, and no Shareholder shall (and each Shareholder shall procure that its Affiliates shall not) attempt to avoid or circumvent the provisions of this Deed by making: (i) any indirect GGPLP may not Transfer of any interest in the Securities or the Transfer of any interest in a Shareholder or any other parent company primarily representing a direct or indirect interest in the Securities; or (ii) any Transfer (or Transfers) of any interest in the Securities to one or more transferees and then disposing of all or any portion of such Shareholder's or Affiliate's its Units, and no direct or indirect equity interest in any such transferee(s)Affiliate of GGPLP that owns Units may be Transferred to any Person that is not a Major Center Owner or a Permitted Transferee of a Major Center Owner, provided, however, that the Transfer of ownership interests or issuance of new ownership interests in each case GG Properties, GGPLP or GGPLP L.L.C. shall not be prohibited or otherwise restricted hereunder. (e) No Transfer of Units pursuant to this Agreement (other than any Permitted pursuant to Section 8.3 or 8.4 or Article IX) may be made if such Transfer or Reinvesting Shareholder Permitted Transfer. A would result in constructive termination of the Company pursuant to Code Section 708(b)(1)(B). (f) No Transfer of an interest in an entity which directly Units pursuant to this Agreement shall release or indirectly owns Securities will not be deemed to release the Transferor of such Units from its obligations under this Agreement (but a Transfer Transferor of Securities so long as the entity has not been formed for the sole purpose of holding Securities and owns material assets Units pursuant to Section 8.3 or Article IX shall be released from its obligations hereunder other than Securitiesthose that relate to the period prior to such Transfer).