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

Transfer of Member’s Unit. To the extent any of the following restrictions are not necessary to 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 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 only transfer whole units unless the Member is transferring his entire Membership Interest; 10.2.2: The assignor shall designate its intention in a written instrument of assignment, which shall be in a form and substance reasonably satisfactory to the Manager; 10.2.3: The transferring Member shall first obtain written consent of the Manager 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 the Company 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); 10.2.4: The assignor and assignee named therein shall execute and acknowledge any other instruments as the Manager may deem necessary or desirable to effect the substitution, including, but not limited to, a power of attorney; 10.2.5: The assignee shall accept, adopt and approve in writing all of the 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 violate the registration provisions of the Securities Act of 1933, as amended, or any applicable state securities laws, which opinion shall be furnished at the Member’s expense. Assignments complying with the above shall be recognized by the Company on the first day of the calendar month following the month in which the above conditions are met. A Person who acquires an unit but who is not admitted as a substitute Member by the Manager pursuant to the provisions of this Section 10.2 shall be entitled only to allocations and distributions with respect to such unit in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books and records of the Company, and shall not have any of the rights of a member under Delaware Statutes or this Agreement.

Transfer of Member’s Unit. To the extent any of the following restrictions are not necessary to 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 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: 10.2.17.2.1: Members may only transfer whole units unless the Member is transferring his entire Membership Interest; 10.2.27.2.2: The assignor shall designate its intention in a written instrument of assignment, which shall be in a form and substance reasonably satisfactory to the Manager; 10.2.37.2.3: The transferring Member shall first obtain written consent of the Manager 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 the Company 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); 10.2.47.2.4: The assignor and assignee named therein shall execute and acknowledge any other instruments as the Manager may deem necessary or desirable to effect the substitution, including, but not limited to, a power of attorney; 10.2.57.2.5: The assignee shall accept, adopt and approve in writing all of the terms and provisions of this Agreement as the same may have been amended; 10.2.67.2.6: 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 10.2.77.2.7: The Company has received, if required by the Manager, a legal opinion satisfactory to the Manager that the transfer will not violate the registration provisions of the Securities Act of 1933, as amended, or any applicable state securities laws, which opinion shall be furnished at the Member’s expense. Assignments complying with the above shall be recognized by the Company on the first day of the calendar month following the month in which the above conditions are met. A Person who acquires an unit but who is not admitted as a substitute Member by the Manager pursuant to the provisions of this Section 10.2 7.2 shall be entitled only to allocations and distributions with respect to such unit in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books and records of the Company, and shall not have any of the rights of a member under Delaware Statutes or this Agreement.

Transfer of Member’s Unit. To the extent any of the following restrictions are not necessary to 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 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 only transfer whole units unless the Member is transferring his entire Membership Interest; 10.2.2: The assignor shall designate its intention in a written instrument of assignment, which shall be in a form and substance reasonably satisfactory to the Manager; 10.2.3: The transferring Member shall first obtain written consent of the Manager 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 the Company 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); 10.2.4: The assignor and assignee named therein shall execute and acknowledge any other instruments as the Manager may deem necessary or desirable to effect the substitution, including, but not limited to, a power of attorney; 10.2.5: The assignee shall accept, adopt and approve in writing all of the 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 violate the registration provisions of the Securities Act of 1933, as amended, or any applicable state securities laws, which opinion shall be furnished at the Member’s expense. Assignments complying with the above shall be recognized by the Company on the first day of the calendar month following the month in which the above conditions are met. . A Person who acquires an a unit but who is not admitted as a substitute Member by the Manager pursuant to the provisions of this Section 10.2 shall be entitled only to allocations and distributions with respect to such unit in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books and records of the Company, and shall not have any of the rights of a member under Delaware Statutes or this Agreement.

Transfer of Member’s Unit. To the extent any of the following restrictions are not necessary to 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 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: 10.2.1 Members may only transfer whole units unless the Member is transferring his entire Membership Interest; 10.2.2: 10.2.2 The assignor shall designate its intention in a written instrument of assignment, which shall be in a form and substance reasonably satisfactory to the Manager; 10.2.3: 10.2.3 The transferring Member shall first obtain written consent of the Manager 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 the Company 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); 10.2.4: 10.2.4 The assignor and assignee named therein shall execute and acknowledge any other instruments as the Manager may deem necessary or desirable to effect the substitution, including, but not limited to, a power of attorney; 10.2.5: 10.2.5 The assignee shall accept, adopt and approve in writing all of the terms and provisions of this Agreement as the same may have been amended; 10.2.6: 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: 10.2.7 The Company has received, if required by the Manager, a legal opinion satisfactory to the Manager that the transfer will not violate the registration provisions of the Securities Act of 1933, as amended, or any applicable state securities laws, which opinion shall be furnished at the Member’s expense. Assignments complying with the above shall be recognized by the Company on the first day of the calendar month following the month in which the above conditions are met. A Person who acquires an unit but who is not admitted as a substitute Member by the Manager pursuant to the provisions of this Section 10.2 shall be entitled only to allocations and distributions with respect to such unit in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books and records of the Company, and shall not have any of the rights of a member under Delaware Statutes or this Agreement.