Requirements Applicable to All Transfers Sample Clauses

Requirements Applicable to All Transfers. Any Transfer of Membership Interests under this Article 11 and any admission of an Assignee as a Substitute Member shall also be subject to the following requirements, and such Transfer shall not be effective unless such requirements are satisfied; provided, however, that Members representing a Majority Interest may waive any of the following requirements: (a) The following documents must be delivered to the Company and must be satisfactory, in form and substance, to Members representing a Majority Interest: (i) A copy of the instrument pursuant to which the Transfer is effected; (ii) An instrument, executed by the Transferor and the Transferee, containing the following information and agreements, to the extent they are not contained in the instrument described in Section 11.4(a)(i): (A) the notice address of the Transferee; (B) the Percentage Interest transferred to the Transferee; (C) if the Transferee is not already a Member, the Transferee’s request to become a Substitute Member and an agreement by the Transferee (and such Transferee’s spouse, if applicable) to become a party to and to be bound by the terms and conditions of this Agreement; (D) representations and warranties by the Transferor and Transferee that the Transfer is being made in accordance with this Article 11 and applicable laws; and (iii) Such opinions of counsel regarding tax and securities law matters as Members representing a Majority Interest may require. (b) The Transferor and Transferee shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Transfer and, if applicable, admission of the Transferee as a Member, including the legal fees incurred in connection with the legal opinions referred to in Section 11.4(a)(iii) and any costs incurred in amending this Agreement. (c) Any Transferee, whether or not admitted as a Substitute Member, shall take the Transferred Membership Interests subject to the obligations of the Transferor.
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Requirements Applicable to All Transfers. Except in connection with a redemption of Preferred Units effected pursuant to Sections 4.06, 5.01 or 10.02, if requested by any Member, a Member Transferring Units must deliver to the Company an opinion of counsel, in form and substance reasonably satisfactory to the Managing Member, to the effect that such Transfer is either exempt from the requirements of the Securities Act and the applicable securities laws of any state or that such registration requirements have been complied with. Any Person acquiring Units from a Member shall be obligated to execute an adoption agreement in a form reasonably satisfactory to the Managing Member (whether such Transfer resulted by operation of law or otherwise). Without limiting the foregoing, even if any such Person fails to execute such an adoption agreement, such Person and such Units shall nevertheless be subject to this Agreement in the same manner as the Member holding such Units immediately prior to such Transfer. The Managing Member will determine in its reasonable discretion whether the foregoing requirements have been satisfied and may, in its reasonable discretion, determine to waive any such requirements to the extent permitted by applicable law.
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Requirements Applicable to All Transfers. Except in connection with a Company Sale or a redemption of Preferred Units effected pursuant to Sections 4.06, 5.01 or 10.02, if requested by any Member, a Member Transferring Units must deliver to the Company an opinion of counsel, in form and substance reasonably satisfactory to the Managing Member, to the effect that such Transfer is either exempt from the requirements of the Securities Act and the applicable securities laws of any state or that such registration requirements have been complied with. Any Person acquiring Units from a Member (other than pursuant to a Company Sale) shall be obligated to execute an adoption agreement in a form reasonably satisfactory to the Managing Member (whether such Transfer resulted by operation of law or otherwise). Without limiting the foregoing, even if any such Person fails to execute such an adoption agreement, such Person and such Units shall nevertheless be subject to this Agreement in the same manner as the Member holding such Units immediately prior to such Transfer. The Managing Member will determine in its reasonable discretion whether the foregoing requirements have been satisfied and may, in its reasonable discretion, determine to waive any such requirements to the extent permitted by applicable law.
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Requirements Applicable to All Transfers. This Section 10.2 shall apply to all Transfers permitted by this Section 10, whether occurring (x) prior to completion of Tenant's Work (whether by Landlord's consent or because the transferee is a Tenant Affiliate), or (y) after completion of Tenant's Work. A Transfer shall not be valid or effective unless and until Tenant delivers to Landlord (a) a copy of the executed assignment, sublease or other Transfer instrument; and (b) a written agreement executed by the transferee, in form and substance reasonably satisfactory to Landlord, pursuant to which, (i) in the case of an assignment, the assignee assumes all of the obligations and liabilities of Tenant under this Lease, and (ii) in the case of a sublease or other Transfer, the subtenant or other transferee agrees that such Transfer shall be subject to all of the covenants, terms and conditions of this Lease. Without limiting the generality of clauses (b)(i) and (b)(ii) of the foregoing sentence, the transferee shall expressly acknowledge and agree that it is subject to the restrictions on the use of the Property set forth in the definition of "Permitted Use." In addition, any sublease shall expressly provide that, in the event of a default by the subtenant, the sublease may be directly enforced by Landlord if Tenant fails to exercise its enforcement rights as sublandlord within 10 days after written notice from Landlord. Any Transfer other than as permitted in this Section 10 shall be null and void.
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Requirements Applicable to All Transfers. No Transfer may be made: (a) Unless the Transferee executes and delivers to the Manager: (i) an instrument pursuant to which he, she or it agrees to be bound by the terms of this Agreement (unless the Transfer is to be made to the Company or to an existing Member); and (ii) any additional instruments and documents reasonably required by the Manager (including, without limitation, opinions of counsel satisfactory to the Manager). (b) If the Transfer would: (i) result in the violation, by the Company or the Transferor, of the Securities Act of 1933, as amended, or any other applicable federal or state law or order of any court having jurisdiction over the Company; (ii) be a violation of or an event of default under, or give rise to a right to accelerate any indebtedness described in, any note, mortgage, loan agreement or similar instrument or document to which the Company is a party unless such violation or event of default is waived by all applicable parties; (iii) be a Transfer to an individual who is not legally competent or who has not achieved his or her majority under the law of the State of Wisconsin (excluding trusts for the benefit of minors); or (iv) cause a substantial risk, in the opinion of the Company’s counsel, that the classification of the Company as a partnership for purposes of the Code could be adversely affected (other than a Transfer to one Member of all of the Units of the other Members). (c) Unless the Transferor or Transferee pays to the Company any and all costs incurred and to be incurred by the Company as a result of the Transfer.
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Requirements Applicable to All Transfers. 9.4.1 No Transfer of all or any part of a Member's Interest may be made pursuant to Section 9.2 or 9.3 unless such Transfer would not cause a termination of the Company for federal income tax purposes under Section 708 of the Code; and until each of the Members shall have received such of the following (to the extent applicable to the proposed Transfer) as it may have requested: (i) a copy of the instrument pursuant to which the Transfer is to be effected, which shall specify the name and business address of the transferor and the transferee, the portion of the transferor's Interest that is being transferred and the Percentage Interest represented thereby, and which shall contain (A) representations and warranties by the transferor and the transferee that the Transfer and admission of the transferee as a Member are being made in accordance with applicable laws and (B) representations and warranties by the transferee to the same effect as those contained in Article 14 hereof; (ii) the agreement in writing of the transferee to comply with all of the terms and provisions of this Agreement; (iii) an opinion of responsible counsel (who may be counsel for the Company), satisfactory in form and substance to the Members to the effect that: (A) such Transfer would not violate the Securities Act of 1933, as amended, or any state securities or blue sky laws applicable to the Company or the Interest to be transferred; (B) such Transfer would not cause the Company to be considered a publicly traded partnership under section 7704(b) of the Code; (C) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes; (D) such Transfer would not cause a termination of the Company for federal income tax purposes; and 9.4.2 The transferring Member and its transferee shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Transfer and admission of the transferee as a Member, including any legal fees incurred in connection with the legal opinions referred to in Section 9.4.1, on or before the tenth business day after the receipt by such Persons of the Company's invoice for the amount due. If payment is not made by the date due, the Person owing that amount shall pay interest on the unpaid amount from the date due until paid at a rate per annum equal to the prime rate, as announced from time to time in the Wall Street Journal, plus two percentage points. 9.4.3 Each Memb...
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Related to Requirements Applicable to All Transfers

  • Provisions Applicable to All Transfers and Exchanges (i) Subject to the restrictions set forth in this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register. (ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange. (iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing. (v) Neither the Trustee nor any Agent will have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

  • Conditions Applicable to All Sale and Purchase Transactions (a) Any transaction effected under this Article X or in connection with the acquisition of additional Collateral Loans shall be conducted on an arm’s length basis and, if effected with a Person that is an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be on terms no less favorable to the Borrower than would be the case if such Person were not such an Affiliate or as otherwise expressly permitted in this Agreement. (b) Upon each contribution of one or more Collateral Loans from the BDC to the Borrower and upon each acquisition by the Borrower of a Collateral Loan from the BDC, the Collateral Manager or any of their respective Affiliates (each such contribution or other such acquisition, an “Affiliate Loan Acquisition”) (i) all of the Borrower’s right, title and interest to such Collateral Loan shall be subject to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such Collateral Loan shall be Delivered to the Collateral Agent (or the Custodian on its behalf, as applicable), provided, that, notwithstanding the foregoing, the Related Documents and Loan Checklist may be delivered within ten (10) Business Days of the contribution or acquisition. (c) The Aggregate Principal Balance of the Collateral Loan(s) which are the subject of any sale to an Affiliate of the Borrower under this Article X or substitution pursuant to Section 10.03, together with the sum of the Aggregate Principal Balance of all Collateral Loans sold to Affiliates or substituted in the 12 month period preceding the proposed date of sale or substitution (or such lesser number of months as shall have elapsed since the Closing Date) shall not exceed 20% of the Net Purchased Loan Balance; provided that, the sum of the Aggregate Principal Balance of all Defaulted Collateral Loans or Ineligible Collateral Loans sold to Affiliates or substituted in the 12 month period preceding the proposed date of sale or substitution (or such lesser number of months as shall have elapsed since the Closing Date) shall not exceed 10% of the Net Purchased Loan Balance. For the avoidance of doubt, the foregoing limitations shall not apply (i) to Warranty Loans (as defined in the Purchase and Sale Agreement) or (ii) where Collateral Loans are sold by the Borrower in connection with a Permitted Securitization.

  • Provisions Applicable to Certain Agreements The provisions in this section are applicable only to the types of orders specified in the first sentence of each subsection. If this Agreement is not of the type described in the first sentence of a subsection, then that subsection does not apply to the Agreement.

  • Authority; Compliance With Other Agreements and Instruments and Government Regulations The execution, delivery and performance by Borrower and the Subsidiary Guarantors of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

  • Compliance with Other Agreements and Applicable Laws Borrower is not in default in any material respect under, or in violation in any material respect of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound and Borrower is in compliance in all material respects with all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders of any foreign, Federal, State or local governmental authority.

  • Compliance with, and No Disclaimer under, U.S. Securities Laws (a) Notwithstanding any provisions in this ADR or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act. (b) Each of the parties to the Deposit Agreement (including, without limitation, each Holder and Beneficial Owner) acknowledges and agrees that no provision of the Deposit Agreement or any ADR shall, or shall be deemed to, disclaim any liability under the Securities Act or the Exchange Act, in each case to the extent established under applicable U.S. laws.

  • Limitations Applicable to Section 16 Persons Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

  • Compliance with Agreements and Applicable Laws The Seller shall comply with all federal, state and local laws and regulations applicable to it and the Purchaser Assets, including those relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, privacy, licensing and taxation, except to the extent that the failure to so comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Agreements and Law Each Restricted Person will perform all material obligations it is required to perform under the terms of each indenture, mortgage, deed of trust, security agreement, lease, franchise, agreement, contract or other instrument or obligation to which it is a party or by which it or any of its properties is bound. Each Restricted Person will conduct its business and affairs in compliance with all Laws applicable thereto.

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