Common use of Requirements Applicable to All Transfers Clause in Contracts

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.

Requirements Applicable to All Transfers. Any Transfer of Membership Interests under this Article 11 and any admission of an Assignee Transferee as a Substitute Member shall also be subject to the following requirements, and such Transfer (and admission, if applicable) shall not be effective unless such requirements are satisfiedcomplied with; provided, however, that Members representing a Majority Interest the Board, in its Discretion, may waive any of the following requirements: (a) The following documents must be delivered to the Company Board and must be satisfactory, in form and substance, to Members representing a Majority Interestthe Board: (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)(i12.3(a)(i): (A) the notice address of the Transferee; (B) the Percentage Interest class of Membership Interests 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 Membership Interest to be bound by transferred expressed as a percentage of the terms and conditions of this Agreement;Membership Interests outstanding; and (D) representations and warranties by the Transferor and Transferee Transferee: (1) that the Transfer (and admission, if applicable) is being made in accordance with this Article 11 and applicable laws; , and (2) that the matters set forth in Section 12.5(a)(i) and this Section 12.5(a)(ii) are true and correct. (iii) Such opinions of counsel regarding tax and securities law matters as Members representing a Majority Interest the Board, in its Discretion, 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)(iii12.5(a)(iii) and any costs incurred in amending this AgreementAgreement and/or the Company's Certificate of Formation. (c) Any Transferee, whether or not admitted as a Substitute Member, shall take the Transferred Membership Interests subject to the obligations of the TransferorTransferor hereunder. (d) As a condition to the consummation of the Transfer, the Transferor shall repay any indebtedness incurred in connection with the purchase of the Membership Interests Transferred.

Requirements Applicable to All Transfers. Any Transfer of Membership Interests Units 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 the Board may waive any of the following requirements: (a) The following documents must be delivered to the Company Board and must be satisfactory, in form and substance, to Members representing a Majority Interestthe Board: (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)(i11.5(a)(i): (A) the notice address of the Transferee; (B) the Percentage Interest class and amount of Units transferred to the Transferee; (C) if the Transferee is not already a Member, the Transferee’s 's request to become a Substitute Member and an agreement by the Transferee (and such Transferee’s '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 the Board 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)(iii11.5(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 Units subject to the obligations of the Transferor.

Requirements Applicable to All Transfers. Any Transfer of Membership Interests Units 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 the Board may waive any of the following requirements: (a) The following documents must be delivered to the Company Board and must be satisfactory, in form and substance, to Members representing a Majority Interestthe Board: (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)(i11.5(a)(i): (A) the notice address of the Transferee; (B) the Percentage Interest class and amount of Units 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 the Board 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)(iii11.5(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 Units subject to the obligations of the Transferor.

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 's request to become a Substitute Member and an agreement by the Transferee (and such Transferee’s '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.

Requirements Applicable to All Transfers. Any Transfer of Membership Interests Units 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 the Board may waive any of the following requirements: (a) The following documents must be delivered to the Company Board and must be satisfactory, in form and substance, to Members representing a Majority Interestthe Board: (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)(i11.7(a)(i): (A) the notice address of the Transferee; (B) the Percentage Interest class and amount of Units transferred to the Transferee; (C) if the Transferee is not already a Member, the Transferee’s request to become a Substitute Member (except in the case of a Permitted Transferee) 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 the Board 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)(iii11.7(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 Units subject to the obligations of the Transferor.