Common use of Transfers/Assignments Clause in Contracts

Transfers/Assignments. (a) A Member may transfer or assign all or any portion of its Units only with the consent of the Managing Member. If a Member transfers all of its Units in the Company pursuant to this Section 8.01, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company (if such transferor Member transferred all of its limited liability company interest in the Company). (b) Notwithstanding anything herein to the contrary, upon the sale, disposition or other transfer of the Managing Member’s Units (or the Units of another Member that is a party to any financing to which the Managing Member is also a party (such other Member, the “Pledgor Member”)) pursuant to a valid exercise of a remedy by any pledgee in accordance with a loan agreement, pledge agreement, security agreement or other collateral documentation entered into by the Managing Member (or such Pledgor Member), the pledgee shall become a Member of the Company and shall acquire all right, title and interest of the Managing Member (and such Pledgor Member) in the Company, including all rights under this Agreement (including removing or replacing any or all of the Managing Members and such Pledgor Members), and the Managing Member (and such Pledgor Members) shall be withdrawn as a Member of the Company hereunder and shall have no further right, title or interest in the Company under this Agreement. Such admission shall be deemed effective immediately prior to the sale, disposition or other transfer of the Managing Member’s Units (or such Pledgor Member’s Units ), and, immediately following such admission, the transferor Member shall cease to be a Member of the Company. None of the provisions of this Article 8 or any other provision of this Agreement may be amended in any way which alters, limits, restricts or adversely affects a pledgee’s ability to exercise its rights under any loan agreement, pledge agreement, security agreement or other collateral documentation entered into by the Managing Member and Pledgor Member or the intended result thereof, without the prior written consent of any such pledgee. (c) Notwithstanding anything herein to the contrary, each of the Managing Member and the Pledgor Member shall have the right to mortgage, pledge, grant, hypothecate, sell, transfer or assign the Managing Member’s and Pledgor Member’s interest under this Agreement (for the avoidance of doubt, including the Managing Member’s Units and Pledgor Member’s Units) to any Person if such sale, transfer or disposition complies with provisions of any loan agreement, pledge agreement, security agreement or other collateral documentation to which the Managing Member or the Pledgor Member is bound.

Transfers/Assignments. (a) A Member may transfer or assign all or any portion of its Units only with the consent of the Managing Member. If a Member transfers all of its Units in the Company pursuant to this Section 8.01, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreementthese Regulations. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company (if such transferor Member transferred all of its limited liability company interest in the Company). (b) Notwithstanding anything herein to the contrary, upon the sale, disposition or other transfer of the Managing Member’s Units (or the Units of another Member that is a party to any financing to which the Managing Member is also a party (such other Member, the “Pledgor Member”)) pursuant to a valid exercise of a remedy by any pledgee in accordance with a loan agreement, pledge agreement, security agreement or other collateral documentation entered into by the Managing Member (or such Pledgor Member), the pledgee shall become a Member of the Company and shall acquire all right, title and interest of the Managing Member (and such Pledgor Member) in the Company, including all rights under this Agreement these Regulations (including removing or replacing any or all of the Managing Members and such Pledgor Members), and the Managing Member (and such Pledgor Members) shall be withdrawn as a Member of the Company hereunder and shall have no further right, title or interest in the Company under this Agreementthese Regulations. Such admission shall be deemed effective immediately prior to the sale, disposition or other transfer of the Managing Member’s Units (or such Pledgor Member’s Units ), and, immediately following such admission, the transferor Member shall cease to be a Member of the Company. None of the provisions of this Article 8 or any other provision of this Agreement these Regulations may be amended in any way which alters, limits, restricts or adversely affects a pledgee’s ability to exercise its rights under any loan agreement, pledge agreement, security agreement or other collateral documentation entered into by the Managing Member and Pledgor Member or the intended result thereof, without the prior written consent of any such pledgee. (c) Notwithstanding anything herein to the contrary, each of the Managing Member and the Pledgor Member shall have the right to mortgage, pledge, grant, hypothecate, sell, transfer or assign the Managing Member’s and Pledgor Member’s interest under this Agreement these Regulations (for the avoidance of doubt, including the Managing Member’s Units and Pledgor Member’s Units) to any Person if such sale, transfer or disposition complies with provisions of any loan agreement, pledge agreement, security agreement or other collateral documentation to which the Managing Member or the Pledgor Member is bound.

Transfers/Assignments. (a) A The Member may transfer shall not sell, transfer, assign or assign all or any portion otherwise dispose of (each, a “Transfer,” with such term excluding an “Encumbrance,” which is governed by Section 24(d)) its Units only with the consent of the Managing Member. If a Member transfers all of its Units interest in the Company except in accordance with the provisions of this Agreement. Any purported Transfer by the Member (including any transferee thereof) of any interest not made strictly in accordance with the provisions of this Agreement shall, to the fullest extent permitted by law, be entirely null and void ab initio. (b) So long as any Obligation is outstanding, the Member shall not Transfer its interest in the Company to the LOC Provider or any Affiliate thereof at any time. (c) The Member shall not Transfer its interest in the Company to any other Person until a period of one year has elapsed from the Closing Date. Any Transfer by the Member (or any subsequent transferee) of its interest in the Company following such one year period shall be of its entire interest and shall be made only upon such transferee having executed and delivered (i) to the Company, (x) an agreement to be bound by this Agreement reasonably satisfactory in form and substance to the Board of Managers and (y) if the Member Note (or the Transferee Member Note in the case of a Member other than the Initial Member) is to be distributed to the Member in connection with such Transfer, the Transferee Member Note as described in Section 16, together with such information regarding such transferee’s net worth as is required by Section 16; (ii) to Seller, pursuant to the Purchase Agreement, a written agreement, reasonably satisfactory in form and substance, of such transferee to comply thereafter with the obligations, covenants and representations of the Initial Member under this Section 8.01Agreement, and with the obligations of the Initial Member under Sections 10.9, 10.10 and 15.7 of the Purchase Agreement applicable to the Company and the Initial Member in its capacity as the Member, and such evidence as Seller may reasonably require to confirm that such transferee has met all of the requirements for a Transfer hereunder; and (iii) to Seller and to the LOC Provider (A) a certificate of the transferee that it is solvent on a pro forma basis as of the consummation of the Transfer and (B) a legal opinion in customary form that the transferee, as a debtor in bankruptcy, would not be substantively consolidated with the Company. Upon such execution and delivery, such transferee shall be admitted to the Company upon its execution as a member of an instrument signifying its agreement to the Company and have all of the rights and be bound by all of the terms obligations hereunder of the Member and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, admission the transferor transferring Member shall cease to be a member of the Company (if such transferor Member transferred all of its limited liability company interest in the Company). (bd) Notwithstanding anything herein to the contrary, upon the sale, disposition or other transfer of the Managing Member’s Units (or the Units of another Member that So long as any Obligation is a party to any financing to which the Managing Member is also a party (such other Memberoutstanding, the Member shall not pledge, grant a security interest in or otherwise encumber (each, an “Pledgor MemberEncumbrance”)) pursuant to a valid exercise of a remedy by any pledgee in accordance with a loan agreement, pledge agreement, security agreement or other collateral documentation entered into by the Managing Member (or such Pledgor Member), the pledgee shall become a Member of the Company and shall acquire all right, title and interest of the Managing Member (and such Pledgor Member) in the Company, including all rights under this Agreement (including removing or replacing any or all of the Managing Members and such Pledgor Members), and the Managing Member (and such Pledgor Members) shall be withdrawn as a Member of the Company hereunder and shall have no further right, title or its interest in the Company under this Agreement. Such admission shall be deemed effective immediately prior to the sale, disposition or other transfer of the Managing Member’s Units (or such Pledgor Member’s Units ), and, immediately following such admission, the transferor Member shall cease to be a Member of the Company. None of the provisions of this Article 8 or any other provision of this Agreement may be amended in any way which alters, limits, restricts or adversely affects a pledgee’s ability to exercise its rights under any loan agreement, pledge agreement, security agreement or other collateral documentation entered into by the Managing Member and Pledgor Member or the intended result thereof, without the prior written consent of any such pledgeeSeller and the LOC Provider. (ce) Notwithstanding anything herein to the contrarycontrary contained herein, each no Transfer or Encumbrance of any interest in the Company shall be permitted if such Transfer or Encumbrance would cause the Company to be treated as an association taxable as a corporation for U.S. federal income tax purposes, including pursuant to Section 7704 of the Managing Member and the Pledgor Member shall have the right to mortgageInternal Revenue Code of 1986, pledge, grant, hypothecate, sell, transfer or assign the Managing Member’s and Pledgor Member’s interest under this Agreement (for the avoidance of doubt, including the Managing Member’s Units and Pledgor Member’s Units) to any Person if such sale, transfer or disposition complies with provisions of any loan agreement, pledge agreement, security agreement or other collateral documentation to which the Managing Member or the Pledgor Member is boundas amended.