Common use of Overall Transfer Prohibitions Clause in Contracts

Overall Transfer Prohibitions. (a) Notwithstanding anything to the contrary herein contained, except for a Transfer pursuant to Section 10.2 or Section 10.3 hereof, no interest in the Company may be Transferred if the non-Transferring Member delivers to the Member desiring to effect such Transfer an opinion of counsel with such experience and expertise with respect to the subject matter of the opinion as is reasonably acceptable to the Transferring Member, that the Transfer would impose material adverse tax or legal consequences upon the Company or any non-Transferring Member as a result thereof, including, without limitation, resulting in a default under any Loan (which is deemed for those purposes to have such a material adverse effect). (b) In order to afford the non-Transferring Member sufficient time to determine whether or not it should obtain an opinion of counsel described herein, the Member whose interest in the Company is to be the subject of any Transfer shall, if not otherwise required pursuant to any other provision of this Article X, give the non-Transferring Member at least thirty (30) days’ written notice prior to attempting to effect any such Transfer.

Overall Transfer Prohibitions. (a) Notwithstanding anything to the contrary herein contained, except for a Transfer pursuant to Section 10.2 or Section 10.3 hereof, no interest in the Company may be Transferred if the non-Transferring Member delivers to the Member desiring to effect such Transfer an opinion of counsel with such experience and expertise with respect to the subject matter of the opinion as is reasonably acceptable to the Transferring Member, that the Transfer would impose material adverse tax or legal consequences upon the Company or any non-Transferring Member as a result thereof, including, without limitation, resulting in a default under any Loan (which is deemed for those purposes to have such a material adverse effect). (b) In order to afford the non-Transferring Member sufficient time to determine whether or not it should obtain an opinion of counsel described herein, the Member whose interest in the Company is to be the subject of any Transfer shall, if not otherwise required pursuant to any other provision of this Article X, give the non-Transferring Member at least thirty (30) days’ written notice prior to attempting to effect any such Transfer.