Common use of Prohibited Transfers Clause in Contracts

Prohibited Transfers. Any purported Transfer of an Interest that is not permitted by this Agreement shall be null and void and of no effect whatever; provided that if the Company is required to recognize a Transfer that is not so permitted, the Interest Transferred shall be strictly limited to the transferor’s rights to allocations and distributions under this Agreement with respect to the Transferred Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer that is not permitted by this Agreement, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all costs, liabilities and damages that any of such indemnified Persons may incur (including additional tax liability and lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce this Section 9.4, including such indemnity.

Appears in 6 contracts

Samples: Operating Agreement (Decrane Holdings Co), Operating Agreement (Decrane Aircraft Holdings Inc), Operating Agreement (Decrane Holdings Co)

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Prohibited Transfers. Any purported Transfer of an Interest Units that is not permitted by under this Agreement Section shall be null and void and of no force or effect whateverwhatsoever; provided that that, if the Company is required to recognize such a Transfer that is not so permitted(or if the Directors, in their sole discretion, elect to recognize such a Transfer), the Interest Units Transferred shall be strictly limited to the transferor’s rights to allocations and distributions under 's Membership Economic Interests as provided by this Agreement with respect to the Transferred Interesttransferred Units, which allocations and distributions Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not permitted by under this AgreementSection, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all costscost, liabilities liability, and damages damage that any of such indemnified Persons Members may incur (including additional including, without limitation, incremental tax liability and liabilities, lawyers' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce this Section 9.4, including such indemnitythe indemnity granted hereby.

Appears in 5 contracts

Samples: Operating Agreement, Operating Agreement, Operating Agreement (Advanced BioEnergy, LLC)

Prohibited Transfers. Any purported Transfer of an Interest any Interests that is not permitted by this Agreement a Permitted Transfer shall be null and void and of no force or effect whatever; provided that that, if the Company is required to recognize a Transfer that is not so permitteda Permitted Transfer, the Interest Interests Transferred shall be strictly limited to the transferor’s rights to allocations and distributions under as provided by this Agreement with respect to the Transferred Interesttransferred Interests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Interests that is not permitted by this Agreementa Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members Member from all costs, liabilities and damages Damages that any of such indemnified Persons Member may incur (including additional including, without limitation, incremental tax liability and liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce this Section 9.4, including such indemnitythe indemnity granted hereby.

Appears in 4 contracts

Samples: Admission of Substituted Member (Environtech Inc.), Admission of Substituted Member (Environtech Inc.), Admission of Substituted Member (Environtech Inc.)

Prohibited Transfers. Any purported Transfer of an Interest that is not permitted by this Agreement shall be null and void and of no effect whatever; provided PROVIDED that if the Company is required to recognize a Transfer that is not so permitted, the Interest Transferred shall be strictly limited to the transferor’s 's rights to allocations and distributions under this Agreement with respect to the Transferred Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer that is not permitted by this Agreement, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all costs, liabilities and damages that any of such indemnified Persons may incur (including additional tax liability and lawyers' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce this Section 9.4, including such indemnity.

Appears in 3 contracts

Samples: Operating Agreement (Decrane Holdings Co), Limited Liability Company Agreement (Decrane Aircraft Holdings Inc), Limited Liability Company Agreement (Decrane Aircraft Holdings Inc)

Prohibited Transfers. Any Except as specifically provided in Section 8.1, any purported Transfer of an Interest that is not permitted by this Agreement Interests shall be null and void and of no force or effect whatever; provided that that, if the Company is required to recognize a Transfer that is not so permittedan Approved Transfer, the Interest Interests Transferred shall be strictly limited to the transferorTransferor’s rights to allocations and distributions under as provided by this Agreement with respect to the Transferred InterestInterests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor Transferor or transferee Transferee of such Interest Interests may have to the Company. In the case of a Transfer or attempted Transfer of Interests that is not permitted by this Agreementan Approved Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all costscost, liabilities liability, and damages damage that any of such indemnified Persons Members and the Company may incur (including additional including, without limitation, incremental tax liability and lawyers’ liabilities, attorney fees and expensesexpenses and the costs of reversing an unapproved transfer) as a result of such Transfer or attempted Transfer and efforts to enforce this Section 9.4, including such indemnitythe indemnity granted hereby.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (MCI Income Fund VII, LLC), Limited Liability Company Agreement (MCI Income Fund VII, LLC), Limited Liability Company Agreement (MCI Income Fund V, LLC)

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Prohibited Transfers. Any purported Transfer of an Interest Units that is not permitted by under this Agreement Section 9 shall be null and void and of no force or effect whateverwhatsoever; provided that that, if the Company is required to recognize such a Transfer that is not so permitted(or if the Directors, in their sole discretion, elect to recognize such a Transfer), the Interest Units Transferred shall be strictly limited to the transferor’s rights to allocations and distributions under Membership Economic Interests as provided by this Agreement with respect to the Transferred Interesttransferred Units, which allocations and distributions Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest Units may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not permitted by under this AgreementSection, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all costscost, liabilities liability, and damages that any of such indemnified Persons may incur damage incurred (including additional including, without limitation, incremental tax liability and liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce this Section 9.4, including such indemnitythe indemnity granted hereby.

Appears in 1 contract

Samples: Operating Agreement (Soy Energy, LLC)

Prohibited Transfers. Any purported Transfer of an Interest that is not permitted by a Person's interests in the Company, except in accordance with this Agreement Article 10, shall be null and void and of no force or effect whatever; provided that that, if the Company is required to recognize a Transfer that is not so permitted(or if the Company, in its sole discretion, elects to recognize a Transfer), the Interest interest Transferred shall be strictly limited to the transferor’s rights to allocations and distributions under this Agreement 's Economic Rights with respect to the Transferred Interestinterests, which allocations and distributions may shall be first applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest Transferee may have owe to the Company. In the case of a Transfer or attempted Transfer that is not permitted by this Agreementof a Person's interests in the Company, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members Member from all costs, liabilities liability, and damages damage that any of such indemnified Persons the Company and the other Member may incur (including additional including, without limitation, incremental tax liability and lawyers’ fees attorneys' fees, costs and expenses) as a result of such the Transfer or attempted Transfer and efforts to enforce the enforcement of this Section 9.4, including such indemnityprovision.

Appears in 1 contract

Samples: Operating Agreement (Excel Corp)

Prohibited Transfers. Any purported Transfer of an Interest Interests that is not permitted by this Agreement a Permitted Transfer shall be null and void and of no force or effect whatever; provided that that, if the Company is required to recognize a Transfer that is not so permitteda Permitted Transfer, the rights with respect to the Transferred Interest Transferred shall be strictly limited to the transferor’s rights to allocations and distributions under as provided by this Agreement with respect to the Transferred InterestInterests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, obligations or liabilities for damages that the transferor or transferee of such Interest Interests may have to the Company. In the case of a Transfer or attempted Transfer of Interests that is not permitted by this Agreementa Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all costs, liabilities and damages expenses that the Company or any of such indemnified Persons Members may incur (including additional incremental tax liability and liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce this Section 9.4, including such indemnitythe indemnity granted hereby.

Appears in 1 contract

Samples: Operating Agreement (Enterprise Financial Services Corp)

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