Transfer of LLC Interests. An LLC Interest which is transferred in accordance with the terms of this Agreement shall be transferable on the books of the LLC by the record holder thereof in person or by such record holder's duly authorized attorney, but, except as provided in Section 12.3 hereof with respect to lost, stolen or destroyed certificates, in the event an LLC Certificate has been issued, no transfer of an LLC Interest shall be entered until the previously issued LLC Certificate representing such LLC Interest shall have been surrendered to the LLC and canceled and a replacement LLC Certificate issued to the assignee of such LLC Interest in accordance with such procedures as the Manager may establish. In the event of a Transfer of less than all of a Member’s LLC Interests and if LLC Certificates have been issued, the Manager shall issue to the transferring Member a new LLC Certificate representing the LLC Interests not being transferred. Except as otherwise required by law, the LLC shall be entitled to treat the record holder of an LLC Certificate on its books as the owner thereof for all purposes regardless of any notice or knowledge to the contrary.
Transfer of LLC Interests. 9.1.1. The term “transfer,” when used in this Section 9 with respect to an LLC Interest, shall include any sale, assignment, gift, pledge, hypothecation, mortgage, exchange, or other disposition, except that such term shall not include any pledge, mortgage, or hypothecation of or granting of a security interest in an LLC Interest in connection with any financing obtained on behalf of the LLC.
Transfer of LLC Interests. If an LLC Interest is transferred during any Fiscal Year (including to the LLC or another Member), the Profits or Losses attributable to such LLC Interest for such Fiscal Year shall be allocated, and the Free Cash Flow for such year distributable to the holder thereof shall be distributed, between the transferor and the transferee ("parties") in any manner permitted by law as to which they agree; provided, however, that, if the LLC does not receive, on or before January 31 of the year following the Fiscal Year in which the transfer occurs, written notice from the transferor and the transferee stating the manner in which the parties have agreed to allocate such Profits or Losses and distributions of Free Cash Flow, then all such Profits or Losses and distributions of Free Cash Flow shall be allocated between or made to the parties based on the percentage of the year each of them was, according to the LLC's books and records, the holder of the transferred LLC Interest.
Transfer of LLC Interests. Subject to all of the terms and conditions of this Agreement, Navajo Pipeline hereby sells, transfers and conveys to the Operating Partnership, and the Operating Partnership hereby purchases and acquires from Navajo Pipeline, the LLC Interests, free and clear of all Encumbrances.
Transfer of LLC Interests. Subject to all of the terms and conditions of this Agreement, at the Closing Seller shall sell, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller the LLC Interests, free and clear of all Encumbrances.
Transfer of LLC Interests. The transfer of the membership interests of the LLC in accordance with Section 5.26 of this Agreement shall have been consummated immediately prior to the Closing.
Transfer of LLC Interests. Subject to all of the terms and conditions of this Agreement, (a) Frontier Cheyenne hereby sells, transfers and conveys to Buyer, and Buyer hereby purchases and acquires from Frontier Cheyenne, the Cheyenne LLC Interests, free and clear of all Encumbrances, and (b) Frontier El Dorado hereby sells, transfers and conveys to Buyer, and Buyer hereby purchases and acquires from Frontier El Dorado, the El Dorado LLC Interests, free and clear of all Encumbrances.
Transfer of LLC Interests. SECTION 8.1.
Transfer of LLC Interests. At closing, an Assignment from the Seller to the Buyers, in the form set forth in Exhibit C - Assignment, shall be executed by the Seller. A copy of this Agreement, the Assignment, each promissory note, and each security agreement (each as fully executed) shall be delivered to the LLC and each co-trustee of Seller and each Buyer, and the originals shall be delivered to the bank co-trustee of the Seller. If a Buyer is not in default in any of the payments under that Buyer’s promissory note, that Buyer shall be entitled to vote the LLC membership interests purchased hereunder and to receive any distributions payable thereon . In the event of default on the payment of principal or interest by that Buyer, Seller (or its legal representatives) may seek any remedy available under the applicable security agreement, including (but not limited to) notifying the LLC of the default and directing the LLC to make subsequent distributions to Seller up to the amount in default, and/or causing the membership interests serving as security (or the appropriate portion thereof) to be transferred to Seller on the books of the LLC to cure all or part of the default. Upon payment of the last installment (or the remaining balance) of the Purchase Price by a Buyer, the original promissory note held by Seller shall be marked “PAID” and delivered to that Buyer.
Transfer of LLC Interests. Shah shall be permitted to transfer to a new entity the membership interests in the LLC that he acquires pursuant to this Agreement and sell participation interests in the new entity on such terms as he may deem appropriate; provided, however, that any such transactions shall be conducted at all times in accordance with all applicable law, including without limitation applicable securities law, and shall be subject to the reasonable review and prior approval by the manager of the LLC.
