Substituted Parties. Any transfer in which the Transferee becomes a fully substituted Member is not permitted unless and until: 8.3.1 The transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; and 8.3.2 The transferor furnishes to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other Members.
Appears in 207 contracts
Samples: Operating Agreement (Sibannac, Inc.), Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
Substituted Parties. Any transfer in which the Transferee transferee becomes a fully substituted Member is not permitted unless and until:
8.3.1 (1) The transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; and
8.3.2 (2) The transferor furnishes to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other Members.
Appears in 58 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
Substituted Parties. Any transfer in which the Transferee becomes a fully substituted Member is not permitted unless and until:
8.3.1 : The transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect affect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; and
8.3.2 and The transferor furnishes to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse averse to the Company or the other Members.
Appears in 51 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
Substituted Parties. Any transfer in which the Transferee becomes a fully substituted Member is not permitted unless and until:
8.3.1 The transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect affect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; and
8.3.2 The transferor furnishes to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse averse to the Company or the other Members.
Appears in 41 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
Substituted Parties. Any transfer in which the Transferee becomes a fully substituted Member is not permitted unless and until:
8.3.1 (1) The transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; and
8.3.2 (2) The transferor furnishes to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other Members.
Appears in 13 contracts
Samples: Operating Agreement, Operating Agreement (Tulsa Real Estate Fund, LLC), Operating Agreement
Substituted Parties. Any transfer in which the Transferee becomes a fully substituted Member is not permitted unless and until:
8.3.1 8.3.1. The transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; and.
8.3.2 8.3.2. The transferor furnishes to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other Members.
Appears in 4 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
Substituted Parties. Any transfer in which the A Transferee becomes will not be permitted to become a fully substituted Member is not permitted in any transfer unless and until:;
8.3.1 A. The transferor and assignee execute executes and deliver to delivers the Company the necessary or appropriate documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company Company, to effect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; and
8.3.2 B. The transferor furnishes to the Company presents an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other Members.
Appears in 2 contracts
Samples: Operating Agreement, Operating Agreement
Substituted Parties. Any transfer in which the A Transferee becomes will not be permitted to become a fully substituted Member is not permitted in any transfer unless and until:
8.3.1 ; The transferor and assignee execute executes and deliver to delivers the Company the necessary or appropriate documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company Company, to effect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; and
8.3.2 and The transferor furnishes to the Company presents an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other Members.
Appears in 2 contracts
Samples: Operating Agreement, Operating Agreement
Substituted Parties. Any transfer in which the Transferee becomes a fully substituted Member is not permitted unless and until:
8.3.1 (a) The transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect affect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; and
8.3.2 (b) The transferor furnishes to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse averse to the Company or the other Members.
Appears in 1 contract
Samples: Operating Agreement
Substituted Parties. Any transfer in which the Transferee becomes a fully substituted Member is not permitted unless and until:
8.3.1 (1) The transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; and
8.3.2 (2) The transferor furnishes to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other MembersMember(s).
Appears in 1 contract
Samples: Operating Agreement
Substituted Parties. Any transfer in which the Transferee becomes a fully substituted Member is not permitted unless and until:
8.3.1 (1) The transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; and
8.3.2 (2) The transferor furnishes to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or of the other Members.
Appears in 1 contract
Samples: Operating Agreement
Substituted Parties. Any transfer in which the Transferee transferee becomes a fully substituted Member is not permitted unless and until:
8.3.1 The (i) the transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect the transfer and to confirm the agreement of that the permitted assignee agrees to be bound by the provisions of this Operating Agreement; and
8.3.2 The and (ii) the transferor furnishes to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other Members.
Appears in 1 contract
Samples: Operating Agreement
Substituted Parties. Any transfer in which the Transferee becomes a fully substituted Member is not permitted unless and until:
8.3.1 (1) The transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; , and
8.3.2 (2) The transferor furnishes to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other Members.
Appears in 1 contract
Samples: Operating Agreement
Substituted Parties. Any transfer in which the Transferee becomes a fully substituted Member is not permitted unless and until:
8.3.1 (1) The transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; Agreement; and
8.3.2 (2) The transferor furnishes to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other Members.
Appears in 1 contract
Samples: Operating Agreement