Common use of Requirements Applicable to All Transfers and Admissions Clause in Contracts

Requirements Applicable to All Transfers and Admissions. In addition to the other terms and conditions of this Article XIV, any Transfer of Membership Interests and any admission of a Transferee as a Member shall be subject to the following requirements, and such Transfer (and admission, if applicable) shall not be effective unless such requirements are complied with; provided, however, that the Class A Members, in their sole and absolute discretion, may waive any of the following requirements (other than the requirements of Section 14.2(a)): (a) The following documents must be delivered to the Class A Members and must be satisfactory, in form and substance, to the Class A Members: (i) A copy of the instrument pursuant to which the Transfer is effected. (ii) With respect to any Transfer, an instrument, executed by the Member making the Transfer (a “Transferor”) and its Transferee, containing the following information and agreements, to the extent they are not contained in the instrument described in Section 14.2(a)(i): (A) the notice address of the Transferee; (B) the total amount and the class of Membership Interests, including the Sharing Percentage attributable thereto, owned by the Transferee and the Transferor after the Transfer (which together must be the same as the total number and the class of Membership Interests, and the Sharing Percentage attributable thereto, owned by the Transferor before the Transfer); (C) the Transferee’s agreement to be bound by this Agreement; and (D) representations and warranties by the Transferor and its Transferee (1) that the Transfer and admission is being made in accordance with Applicable Laws, and (2) that the matters set forth in Section 14.2(a)(i) and this Section 14.2(a)(ii) are true and correct. (iii) With respect to any Transfer, such opinions of counsel regarding tax and securities law matters as the Class A Members, in their reasonable discretion, may require. (b) The Transferor 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 the admission of the Transferee as a Member, including the legal fees, if any, incurred in connection with the legal opinions referred to in Section 14.2(a)(iii); and (c) No Transfer of Membership Interests shall effect a release of the Transferor from any liabilities of the Transferor to the Company or the other Members arising from events occurring prior to the Transfer.

Requirements Applicable to All Transfers and Admissions. In addition to the other terms and conditions of this Article XIVXIII, any Transfer of Membership Interests and any admission of a Transferee as a Member shall be subject to the following requirements, and such Transfer (and admission, if applicable) shall not be effective unless such requirements are complied with; provided, however, that the Class A MembersBoard, in their its sole and absolute discretion, may waive any of the following requirements (other than the requirements of Section 14.2(a13.2(a)): (a) The following documents must be delivered to the Class A Members Board and must be satisfactory, in form and substance, to the Class A MembersBoard: (i) A copy of the instrument pursuant to which the Transfer is effected. (ii) With respect to any Transfer, an instrument, executed by the Member making the Transfer (a “Transferor”) and its Transferee, containing the following information and agreements, to the extent they are not contained in the instrument described in Section 14.2(a)(i13.2(a)(i): (A) the notice address of the Transferee; (B) the total amount and the class of Membership Interests, including the Sharing Percentage attributable thereto, owned by the Transferee and the Transferor after the Transfer (which together must be the same as the total number and the class of Membership Interests, and the Sharing Percentage attributable thereto, owned by the Transferor before the Transfer); (C) the Transferee’s agreement to be bound by this Agreement; and (D) representations and warranties by the Transferor and its Transferee (1) that the Transfer and admission is being made in accordance with Applicable Laws, and (2) that the matters set forth in Section 14.2(a)(i13.2(a)(i) and this Section 14.2(a)(ii13.2(a)(ii) are true and correct. (iii) With respect to any Transfer, such opinions of counsel regarding tax and securities law matters as the Class A MembersBoard, in their its reasonable discretion, may require. (b) The Transferor 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 the admission of the Transferee as a Member, including the legal fees, if any, incurred in connection with the legal opinions referred to in Section 14.2(a)(iii13.2(a)(iii); and (c) No Transfer of Membership Interests shall effect a release of the Transferor from any liabilities of the Transferor to the Company or the other Members arising from events occurring prior to the Transfer.

Requirements Applicable to All Transfers and Admissions. In addition to the other terms and conditions of this Article XIVIV, any Transfer of Membership Interests Units and any admission of a Transferee as a Member shall be subject to the following requirements, and such Transfer (and admission, if applicable) shall not be effective unless such requirements are complied with; provided, however, that the Class A MembersBoard, in their its sole and absolute discretion, may waive any of the following requirements (other than the requirements of Section 14.2(a4.02(b)): (a) [Intentionally Omitted]; (b) The following documents must be delivered to the Class A Members Board and must be satisfactory, in form and substance, to the Class A MembersBoard: (i) A copy of the instrument pursuant to which the Transfer is effected. (ii) With respect to any Transfer, an instrument, executed by the Member making the Transfer (a “Transferor”) and its Transferee, containing the following information and agreements, to the extent they are not contained in the instrument described in Section 14.2(a)(i4.02(b)(i): (A) the notice address of the Transferee; (B) the total amount number and the class of Membership Interests, including the Sharing Percentage attributable thereto, Units owned by the Transferee and the Transferor after the Transfer (which together must be the same as the total number and the class of Membership Interests, and the Sharing Percentage attributable thereto, Units owned by the Transferor before the Transfer); (C) the Transferee’s agreement to be bound by this Agreement; and (D) representations and warranties by the Transferor and its Transferee (1) that the Transfer and admission is being made in accordance with Applicable Laws, and (2) that the matters set forth in Section 14.2(a)(i4.02(b)(i) and this Section 14.2(a)(ii4.02(b)(ii) are true and correct. (iii) With respect to any Transfer, such opinions of counsel regarding tax and securities law matters as the Class A MembersBoard, in their its reasonable discretion, may require. (bc) The Transferor 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 the admission of the Transferee as a Member, including the legal fees, if any, incurred in connection with the legal opinions referred to in Section 14.2(a)(iii4.02(b)(iii); and (cd) No Transfer of Membership Interests Units shall effect a release of the Transferor from any liabilities of the Transferor to the Company or the other Members arising from events occurring prior to the Transfer.