Common use of Possible Additional Restrictions on Transfer Clause in Contracts

Possible Additional Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final Regulation, (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that in any such case, in the opinion of counsel, would result in the taxation of the Company for federal income tax purposes as a corporation or would otherwise subject the Company to being taxed as an entity for federal income tax purposes, this Agreement shall be deemed to impose such restrictions on the transfer of a Member’s Interest as may be required, in the opinion of counsel to the Company, to prevent the Company from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, and the Members thereafter shall amend this Agreement as necessary or appropriate to impose such restrictions.

Appears in 5 contracts

Samples: Purchase and Sale Agreement (Williams Partners L.P.), Limited Liability Company Agreement (Williams Partners L.P.), Limited Liability Company Agreement (Williams Partners L.P.)

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Possible Additional Restrictions on Transfer. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, in the event of (ia) the enactment (or imminent enactment) of any legislation, (iib) the publication of any temporary or final Treasury Regulation, (iiic) any ruling by the Internal Revenue Service or (ivd) any judicial decision that that, in any such case, in the opinion of counselcounsel to the Company, would result in the taxation of the Company for federal income tax purposes as a corporation or would otherwise subject the Company to being taxed as an entity for federal income tax purposes, this Agreement shall be deemed to impose such restrictions on the transfer Transfer of a Member’s Interest Subject Interests as may be required, in the opinion of counsel to the Company, to prevent the Company from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, and the Members thereafter shall amend this Agreement as necessary or appropriate to impose such restrictions.

Appears in 3 contracts

Samples: Contribution Agreement (Oge Energy Corp.), Contribution Agreement (Energy Transfer Equity, L.P.), Contribution Agreement (Energy Transfer Partners, L.P.)

Possible Additional Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final RegulationRegulations, (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that in any such case, in the opinion of counsel, would result in the taxation of the Company for federal income tax purposes as a corporation or would otherwise subject the Company to being taxed as an entity for federal income tax purposes, this Agreement shall be deemed to impose such restrictions on the transfer of a Member’s Interest as may be required, in the opinion of counsel to the Company, to prevent the Company from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, and the Members thereafter shall amend this Agreement as necessary or appropriate to impose such restrictions.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (DCP Midstream Partners, LP), Limited Liability Company Agreement (DCP Midstream Partners, LP)

Possible Additional Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final Regulation, (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that in any such case, in the opinion of counsel, would result in the taxation of the Company for federal income tax purposes as a corporation or would otherwise subject the Company to being taxed as an entity for federal income tax purposes, this Agreement shall be deemed to impose such restrictions on the transfer Transfer of a Member’s Interest as may be required, in the opinion of counsel to the Company, to prevent the Company from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, and the Members thereafter shall amend this Agreement as necessary or appropriate to impose such restrictions.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Atlas Pipeline Partners Lp), Limited Liability Company Agreement (Atlas Pipeline Holdings, L.P.)

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Possible Additional Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (i) the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or final RegulationRegulations, (iii) any ruling by the Internal Revenue Service or (iv) any judicial decision that in any such case, in the opinion of counselcounsel to the Company, would result in the taxation of the Company for federal income tax purposes as a corporation or would otherwise subject the Company to being taxed as an entity for federal income tax purposes, this Agreement shall be deemed to impose such restrictions on the transfer Transfer of a Member’s Membership Interest as may be required, in the opinion of counsel to the Company, to prevent the Company from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, and the Members thereafter shall amend this Agreement as necessary or appropriate to impose such restrictions.

Appears in 1 contract

Samples: Limited Liability Company Agreement (GMX Resources Inc)

Possible Additional Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (ia) the enactment (or imminent enactment) of any legislation, (iib) the publication of any temporary or final RegulationTreasury Regulations, (iiic) any ruling by the Internal Revenue Service or (ivd) any judicial decision that in any such case, in the opinion of counselcounsel to the Company, would result in the taxation of the Company for federal income tax purposes as a corporation or would otherwise subject the Company to being taxed as an entity for federal income tax purposes, this Agreement shall be deemed to impose such restrictions on the transfer Transfer of a Member’s Membership Interest as may be required, in the reasonable opinion of counsel to the CompanyCompany (after consultation with the Management Committee), to prevent the Company from being taxed as a corporation or otherwise being taxed as an entity for federal income tax purposes, and the Members thereafter shall use reasonable efforts to amend this Agreement as necessary or appropriate to impose such restrictions.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Pacific Ethanol, Inc.)

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