Common use of Assignment by Members Clause in Contracts

Assignment by Members. Except as otherwise expressly provided in this Section 8.2, a Member shall not sell, assign, transfer or encumber all or any part of his Interest to any other Person, whether or not a Member, unless the assignment is effected by substitution of the assignee as a Member in compliance with the following conditions: (a) the assignment shall be set forth in a written instrument in the form and substance acceptable to legal counsel to the Company which (i) states that the assignee desires to be substituted as a Member and accepts and adopts all of the terms and provisions of this Agreement, and (ii) provides for the payment by the parties to the assignment of all reasonable expenses incurred by the Company in connection with the substitution, including, but not limited to, the cost of obtaining opinions of legal counsel, preparing the necessary amendment to this Agreement, the filing of an amendment to the Certificate of Formation, if required, and all legal fees in connection with any of the foregoing; (b) a majority of the Managers that are also Members shall consent to the assignment, which any Manager/Member may refuse to do with or without cause; and (c) if requested by the Managers, the Company shall obtain an opinion of legal counsel acceptable to the Managers, or shall require the parties to the assignment to provide to the Company an opinion of legal counsel acceptable to the Managers, to the effect that (i) the assignment is exempt from registration and qualification under the Securities Act of 1933, as amended, and all applicable state securities laws and (ii) the assignment will not cause a termination of the Company for Federal income tax purposes.