Transfer Prerequisites Sample Clauses

Transfer Prerequisites. 32 Section 10.5 Rights of Transferee; Closing Date of Transfer........................................... 32 Section 10.6 Transfer to Wholly Owned Affiliate....................................................... 32 Section 10.7 Right to Admit New Partners for Capacity Expanding Discretionary Capital Project......
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Transfer Prerequisites. Notwithstanding the foregoing provisions of Section 10.2 or Section 10.3, a ------------ ------------ Partner may Transfer its Units only if all the following occur: (a) the Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations; (b) the Transfer does not cause a default under any material contract to which the Partnership is a party or by which the Partnership or any of its properties is bound; (c) the transferee executes an appropriate agreement to be bound by this Agreement and assumes all obligations of the transferor from and after the date of the transfer, including the obligation to offtake and pay for PO Product or Co-Product, as applicable; (d) the transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer; (e) the transferee is a single purpose entity fulfilling the requirements of Section 9.5; and ----------- (f) the proposed transferor is not in material default in the timely performance of any of its obligations to the Partnership at the time of transfer.

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