Common use of Transfer of Economic Interest Clause in Contracts

Transfer of Economic Interest. The right to receive allocations of profits and losses and to receive Distributions may not be transferred in whole or in part unless the following terms and conditions have been satisfied: The transferor shall have: (a) assumed all costs incurred by the Company in connection with the transfer; (b) furnished the Company with a written opinion of counsel, satisfactory in form and substance to counsel for the Company, that such transfer complies with applicable federal and state securities laws and this Agreement and that such transfer, for federal income tax purposes, will not cause the termination of the Company under Section 708(b) of the Code, cause the Company to be treated as an association taxable as a corporation for income tax purposes or otherwise adversely affect the Company or the Member; and (c) complied with such other conditions as the Managing Member may reasonably require from time to time. Transfers will be recognized by the Company as effective only upon the close of business on the last day of the calendar month following satisfaction of the above conditions. Any transfer in contravention of this Article XI and any transfer which if made would cause a termination of the Company for federal income tax purposes under Section 708(b) of the Code shall be void AB INITIO and ineffectual and shall not bind the Company.

Appears in 4 contracts

Samples: Limited Liability Company Operating Agreement (Dvi Receivables Corp Viii), Operating Agreement (Dvi Receivables Corp Viii), Limited Liability Company Operating Agreement (Dvi Receivables Corp Viii)

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Transfer of Economic Interest. The right to receive allocations of profits and losses and to receive Distributions may not be transferred in whole or in part unless the following terms and conditions have been satisfied: The transferor shall have: (a) assumed all costs incurred by the Company in connection with the transfer; (b) furnished the Company with a written opinion of counsel, satisfactory in form and substance to counsel for the Company, that such transfer complies with applicable federal and state securities laws and this Agreement and that such transfer, for federal income tax purposes, will not cause the termination of the Company under Section 708(b) of the Code, cause the Company to be treated as an association taxable as a corporation for income tax purposes or otherwise adversely affect the Company or the Member; and (c) complied with such other conditions as the Managing Member may reasonably require from time to time. Transfers will be recognized by the Company as effective only upon the close of business on the last day of the calendar month following satisfaction of the above conditions. Any transfer in contravention of this Article XI XII and any transfer which if made would cause a termination of the Company for federal income tax purposes under Section 708(b) of the Code shall be void AB INITIO and ineffectual and shall not bind the Company.

Appears in 3 contracts

Samples: Limited Liability Company Operating Agreement (Dvi Receivables Corp Viii), Limited Liability Company Operating Agreement (Dvi Receivables Corp Viii), Limited Liability Company Operating Agreement (Dvi Receivables Corp Viii)

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Transfer of Economic Interest. The right to receive allocations of profits and losses and to receive Distributions may not be transferred in whole or in part unless the following terms and conditions have been satisfied: The transferor shall have: (a) assumed all costs incurred by the Company in connection with the transfer; (b) furnished the Company with a written opinion of counsel, satisfactory in form and substance to counsel for the Company, that such transfer complies with applicable federal and state securities laws and this Agreement and that such transfer, for federal income tax purposes, will not cause the termination of the Company under Section 708(b) of the Code, cause the Company to be treated as an association taxable as a corporation for income tax purposes or otherwise adversely affect the Company or the Member; and (c) complied with such other conditions as the Managing Member may reasonably require from time to time. Transfers will be recognized by the Company as effective only upon the close of business on the last day of the calendar month following satisfaction of the above conditions. Any transfer in contravention of this Article XI and any transfer which if made would cause a termination of the Company for federal income tax purposes under Section 708(b) of the Code shall be void AB INITIO ab initio and ineffectual and shall not bind the Company.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Dvi Receivables Corp Viii), Limited Liability Company Operating Agreement (Dvi Receivables Corp Viii)

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