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

Transfer of Member’s Interest. (a) A Member has no right to withdraw or resign from the Company. Subject to any restrictions on transferability by operation of law or contained elsewhere in this Agreement, a Member may assign in writing his or her Membership Interest in the Company, subject to the limitations of Section 10.4 and Article 5 in general, provided: (i) a duly executed and acknowledged written instrument of assignment in form satisfactory to the non-transferring Member is filed with the Company; (ii) the assignee consents in writing, in form satisfactory to the Members, to be bound by the terms of this Agreement as if he or she were the assignor; (iii) the assignor and the assignee execute and acknowledge other instruments, in form and substance satisfactory to the non-transferring Members, as such non-transferring Members may deem necessary or desirable to effect the substitution; (iv) the assignment will not jeopardize the status of the Company as an entity taxed as a partnership for federal income tax purposes, cause a termination of the Company for the purposes of the then applicable provisions of the Code, or violate or cause the Company to violate any applicable law or governmental rule or Treasury Regulation, including without limitation, any applicable federal or state securities law; and (v) if requested by the non-transferring Member, an opinion from counsel to the assignee (which counsel and opinion must be satisfactory to counsel for the Company) is furnished to the Company stating that, in the opinion of the counsel, the assignment would not jeopardize the status of the Company as a partnership for federal income tax purposes, or cause a termination of the Company for the purposes of the then applicable provisions of the Code, or violate, or cause the Company to violate any applicable law or governmental rule or Treasury Regulation, including without limitation, any applicable federal or state securities law or cause the Company to be subject to any reporting requirements of any applicable federal or state securities law. (b) Each assigning Member agrees to pay, prior to the time the Members consent to an assignment of his or her Membership Interest or Economic Interest in the Company, all reasonable expenses, including attorneys fees, incurred by the Company in connection with the assignment.

Transfer of Member’s Interest. (a) A Member has no right To the extent any of the following restrictions is not necessary to withdraw or resign from the Company, in the discretion of the Manager reasonably exercised, the Manager may eliminate or modify any restriction. Subject to the immediately preceding sentence, no assignee of the whole or any restrictions on transferability portion of a Member’s Interest in the Company shall have the right to become a substituted Member in place of his assignor, unless the following conditions are first met: 10.2.1 Members may transfer fractional units, however, no Member may transfer units where, as a result of the transfer, the Member would thereafter own less than one unit, except where the transfer occurs by operation of law or contained elsewhere law; 10.2.2 The assignor shall designate its intention in this Agreement, a Member may assign in writing his or her Membership Interest in the Company, subject to the limitations of Section 10.4 and Article 5 in general, provided: (i) a duly executed and acknowledged written instrument of assignment assignment, which shall be in a form and substance reasonably satisfactory to the non-Manager; 10.2.3 The transferring Member is filed with shall first obtain written consent of the CompanyManager to the substitution. The Manager shall not unreasonably withhold its consent, but the Manager will withhold its consent to the extent necessary to prohibit transfers that could cause us to be classified as a publicly traded partnership. The Manager will also withhold consent if it determines that the sale or transfer will otherwise jeopardize the continued ability of the Company to qualify as a “partnership” for federal income tax purposes or that the sale or transfer may violate any applicable securities laws (including any investment suitability standards); (ii) the assignee consents in writing, in form satisfactory to the Members, to be bound by the terms of this Agreement as if he or she were the assignor; (iii) the 10.2.4 The assignor and the assignee named therein shall execute and acknowledge any other instruments, in form and substance satisfactory to instruments as the non-transferring Members, as such non-transferring Members Manager may deem necessary or desirable to effect the substitution, including, but not limited to, a power of attorney; (iv) 10.2.5 The assignee shall accept, adopt and approve in writing all of the assignment terms and provisions of this Agreement as the same may have been amended; 10.2.6 The assignee shall pay or, at the election of the Manager, obligate himself to pay all reasonable expenses connected with the substitution, including but not limited to reasonable attorneys’ fees associated therewith; and 10.2.7 The Company has received, if required by the Manager, a legal opinion satisfactory to the Manager that the transfer will not jeopardize violate the status of the Company as an entity taxed as a partnership for federal income tax purposes, cause a termination of the Company for the purposes of the then applicable registration provisions of the CodeSecurities Act of 1933, as amended, or violate or cause the Company to violate any applicable law or governmental rule or Treasury Regulation, including without limitation, any applicable federal or state securities law; and (v) if requested by laws, which opinion shall be furnished at the non-transferring Member, an opinion from counsel to ’s expense. Assignments complying with the assignee (which counsel and opinion must above shall be satisfactory to counsel for the Company) is furnished to the Company stating that, in the opinion of the counsel, the assignment would not jeopardize the status of the Company as a partnership for federal income tax purposes, or cause a termination of the Company for the purposes of the then applicable provisions of the Code, or violate, or cause the Company to violate any applicable law or governmental rule or Treasury Regulation, including without limitation, any applicable federal or state securities law or cause the Company to be subject to any reporting requirements of any applicable federal or state securities law. (b) Each assigning Member agrees to pay, prior to the time the Members consent to an assignment of his or her Membership Interest or Economic Interest in the Company, all reasonable expenses, including attorneys fees, incurred recognized by the Company not later than the last day of the calendar month in connection with which the assignmentwritten notice of assignment is received by the Company.