Common use of Transfer of Managing Member’s Membership Interest Clause in Contracts

Transfer of Managing Member’s Membership Interest. (a) Except as provided in Section 11.2(b) or Section 11.2(c), and subject to the rights of any Holder of any Membership Interest set forth in any Membership Unit Designation, the Managing Member may not Transfer all or any portion of its Membership Interest (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise) without the Consent of the Non-Managing Members (excluding, for purposes of such consent, any outstanding LTIP Units). It is a condition to any Transfer of a Membership Interest of a Managing Member otherwise permitted hereunder (including any Transfer permitted pursuant to Section 11.2(b) or Section 11.2(c)) that: (i) coincident with such Transfer, the transferee is admitted as a Managing Member pursuant to Section 12.1 hereof; (ii) the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor Managing Member under this Agreement with respect to such Transferred Membership Interest; and (iii) the transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest so acquired and the admission of such transferee as a Managing Member.

Transfer of Managing Member’s Membership Interest. (a) Except as provided in Section 11.2(b) or 7.4 and Section 11.2(c10.2(b), and subject to the rights of any Holder of any Membership Interest set forth in any Membership a Company Unit Designation, the Managing Member may not Transfer all or any portion of its Membership Interest (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise) without the Consent of the Non-Members. (b) Subject to compliance with the other provisions of this Article X and any other limitations which the Managing Members Member may otherwise be subject to, the Managing Member may Transfer all of its Membership Interest at any time to (excludingx) any Person that is, for purposes at the time of such consentTransfer, a direct or indirect wholly-owned Subsidiary of the Managing Member without the Consent of any outstanding LTIP Units). Member, and may designate the transferee to become the new Managing Member under Section 11.1, and/or (y) to a bank or other institutional lender, to secure a loan for borrowed money by the Managing Member. (c) The Managing Member may not voluntarily withdraw as a Managing Member of the Company except in connection with a Transfer of the Managing Member’s entire Membership Interest permitted in this Article X and the admission of the Transferee as a successor Managing Member of the Company pursuant to the Act and this Agreement. (d) It is a condition to any Transfer of a the entire Membership Interest of a sole Managing Member otherwise permitted hereunder (including any Transfer permitted pursuant to Section 11.2(b) or Section 11.2(c)) that: that (i) coincident with or prior to such Transfer, the transferee is admitted as a Managing Member pursuant to Section 12.1 hereofthe Act and this Agreement; (ii) the transferee assumes, assumes by operation of law or express agreement, agreement all of the obligations of the transferor Managing Member under this Agreement with respect to such Transferred Membership Interest; and (iii) the transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect applicable to the Membership Interest so acquired Managing Member and the admission of such transferee as a Managing Member.