Common use of Conditions Applicable to All Transfers Clause in Contracts

Conditions Applicable to All Transfers. (a) Notwithstanding anything to the contrary contained in this Agreement, any Transfer of any Interest by a Member or any Upper Tier Transfer with respect to a Member shall be made in full compliance with all applicable statutes, laws, ordinances, rules and regulations of all federal, state and local governmental bodies, agencies and subdivisions having jurisdiction over the Venture or any applicable Subsidiary or Facility. In the event that any filing, application, approval or consent is required in connection with any such transfer, the transferring member shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse the other Member for any costs or expenses (including attorneys’ fees) incurred by such Member in connection with any filing, application, approval or consent. (a) Notwithstanding anything to the contrary contained in this Agreement, no transfer of an Interest (including any Upper Tier Transfer) shall be binding upon the other Member unless (i) such transfer will not be subject to, or such transfer, when aggregated with prior transfers in accordance with applicable law, will not result in the imposition of, any state, city or local transfer taxes to the Venture, any Subsidiary or the non-transferring Member (except to the extent it is specifically provided herein that the non-transferring Member is obligated to pay all or a portion of such taxes), unless the transferring Member agrees to pay, and actually pays, such transfer tax and to indemnify the non-transferring Member, (ii) in the case of a transfer of a direct Interest, such transfer shall be a transfer of the transferring Member’s entire Interest (rather than a portion thereof), and the transferee shall have delivered to such other Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor accruing from and after the date of such transfer under, and agrees to be bound by all the provisions of, this Agreement (or, in the case where the transferee is an Affiliate of the transferor, from and after the date of this Agreement), subject to the limitations of liabilities set forth herein, and (iii) in the case of the transfer of a direct Interest, the transferee shall have executed, acknowledged and delivered any instruments required under the LLC Act to effect such transfer and its admission to the Venture. Notwithstanding anything in this Agreement to the contrary, in no event shall an Interest be transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a transfer to such a Person shall be void and of no effect and shall not bind the Venture. (b) Notwithstanding any transfer made pursuant to this Article 9, the transferring Member shall remain liable for all of the obligations and liabilities of the transferring Member under this Agreement, whether accruing prior to, on or from and after the date of such transfer; provided, that the transferring Member shall be relieved of any such obligations and liabilities accruing from and after the date of such transfer (other than a transfer to an Affiliate of the transferring Member) if the transferee shall have delivered to the other Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferring Member accruing from and after the date of such transfer under, and agrees to be bound by all the provisions of, this Agreement. In connection with any transfer permitted under this Article 9, each Member hereby consents to the withdrawal of the transferring Member as a Member and the admission of the transferee as a Member with the rights of the transferring Member hereunder. (c) The Venture, each Member and any other Person or Persons having business with the Venture, need deal only with Members who are admitted as Members or as substituted Members of the Venture, and they shall not be required to deal with any other Person by reason of transfer by a Member or by reason of the death of a Member, except as otherwise provided in this Agreement. In the absence of the substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to a Member or to a Member’s executors or administrators shall acquit the Venture and the Members of all liability to any other Persons who may be interested in such payment by reason of an assignment by, or the death of, such Member. (d) Without the consent of the NorthStar Member, no Transfer shall be permitted if the Transfer would (i) cause the Venture to terminate under Section 708(b) of the Code; (ii) cause the Venture to fail to qualify from the “private placement safe harbor” from being treated as a “publicly traded partnership” under Regulations Section 1.7704-1(h); (iii) cause any direct or indirect owner of the NorthStar Member to fail to qualify as a REIT; or (iv) cause the assets of the Venture to be deemed “plan assets” of any Person subject to ERISA which may own any direct or indirect interest in the Venture.

Conditions Applicable to All Transfers. (ai) Notwithstanding anything to the contrary contained in this Agreement, any Transfer transfer, of any Interest by a Member or any Upper Tier Transfer with respect to a Member shall be made in full compliance with (A) all applicable statutes, laws, ordinances, rules and regulations of all federal, state and local governmental bodies, agencies and subdivisions having jurisdiction over the Venture LLC or any applicable Subsidiary Property Owners or Facilitythe Properties and (B) the mortgages, loan agreements, and other material agreements binding upon the LLC and any affected Property Owner at the time of such transfer. In the event that any filing, application, approval or consent is required in connection with any such transfer, the transferring member "Responsible Member" (as hereinafter defined) shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse the other Member for any costs or expenses (including attorneys’ ' fees) incurred by such Member in connection with any filing, application, approval or consent. (aii) The "Responsible Member" shall be transferring Member. In the event the Responsible Member shall fail to comply with its obligations as such, the other Member, upon 10 Business Days prior written notice to the Responsible Member, may do so at the sole cost and expense of the Responsible Member and adjourn the closing for such periods of time as are necessary, and all amounts so incurred by the other Member, including accounting, attorneys and other professional fees, shall be payable by the Responsible Member upon demand. (b) Notwithstanding anything to the contrary contained in this Agreement, no transfer of an the Interest (including of any Upper Tier Transfer) Member shall be binding upon the other Member unless (i) registration is not required under the Securities Act of 1933, as amended, in respect of such transfer, (ii) such transfer does not violate any applicable federal or state securities, real estate syndication, or comparable laws, (iii) such transfer will not be subject to, or such transfer, when aggregated with prior transfers in accordance with applicable law, will not result in the imposition of, any state, city or local transfer taxes to the VentureLLC, any Subsidiary the Property Owners or the non-transferring Member (except to the extent it is specifically provided herein that the non-transferring Member is obligated to pay all or a portion of such taxes), unless the transferring Member agrees to pay, and actually pays, pay such transfer tax and to indemnify the non-transferring Member, (iiiv) the transfer does not create any risk that the LLC will be treated as a publicly-traded partnership within the meaning of Section 7704 of the Code and the Treasury Regulations promulgated thereunder, (v) true copies of the instruments of transfer executed and delivered pursuant to or in connection with such transfer shall have been delivered to such other Member, (vi) in the case of a transfer of a direct Interest, such transfer shall be a transfer of the transferring Member’s entire Interest (rather than a portion thereof), and the transferee shall have delivered to such other Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor accruing from and after the date of such transfer under, and agrees to be bound by all the provisions of, this Agreement (or, in the case where the transferee is an Affiliate of the transferor, from and after the date of this Agreement), subject to the limitations of liabilities set forth herein, herein and (iiivii) in the case of the transfer of a direct Interest, the transferee shall have executed, acknowledged and delivered any instruments required under the LLC Act to effect such transfer and its admission to the VentureLLC. The transferee may also be required to make certain representations, warranties and covenants to evidence compliance with U.S. federal and state securities laws, including, but not limited to, representations as to its net worth, sophistication and investment intent. Notwithstanding anything in this Agreement to the contrary, in no event shall an Interest be transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a transfer to such a Person shall be void and of no effect and shall not bind the VentureLLC. (bc) Notwithstanding At the election of the purchasing Member (or if requested by any transfer made pursuant other Member remaining in the LLC), any change of ownership of the Interest of any Member will, if practically and commercially feasible, be structured to this Article 9avoid a termination of the LLC for federal income tax purposes so long as the selling Member is not obligated to increase its costs and/or liability, unless the purchasing Member(s) provides a reasonably acceptable indemnity to the selling Member. (d) The transferring Member shall remain primarily liable for all accrued obligations (as of the obligations and liabilities date of transfer) of the transferring Member under this Agreement, whether accruing prior tonotwithstanding any transfer pursuant to this Article 9 or Article 10, on or from and after unless the date transferee agrees to assume in writing all accrued obligations of such transfer; providedthe transferring member, that in which event the transferring Member shall be relieved of any such obligations and liabilities accruing from and have no further obligation after the date of such transfer (other than a transfer to an Affiliate of the transferring Member) if the transferee shall have delivered to the other Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferring Member accruing from and after the date of such transfer under, and agrees to be bound by all the provisions of, this Agreementtransfer. In connection with any transfer permitted under this Article 99 or under Article 10, each Member hereby consents to the withdrawal of the transferring Member as a Member and the admission of the transferee as a Member with the rights of the transferring Member hereunder. (ce) The VentureLLC, each Member and any other Person or Persons having business with the VentureLLC, need deal only with Members who are admitted as Members or as substituted Members of the VentureLLC, and they shall not be required to deal with any other Person by reason of transfer by a Member or by reason of the death of a Member, except as otherwise provided in this Agreement. In the absence of the substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to a Member or to a Member’s 's executors or administrators shall acquit the Venture LLC and the Members of all liability to any other Persons who may be interested in such payment by reason of an assignment by, or the death of, such Member. (d) Without the consent of the NorthStar Member, no Transfer shall be permitted if the Transfer would (i) cause the Venture to terminate under Section 708(b) of the Code; (ii) cause the Venture to fail to qualify from the “private placement safe harbor” from being treated as a “publicly traded partnership” under Regulations Section 1.7704-1(h); (iii) cause any direct or indirect owner of the NorthStar Member to fail to qualify as a REIT; or (iv) cause the assets of the Venture to be deemed “plan assets” of any Person subject to ERISA which may own any direct or indirect interest in the Venture.

Conditions Applicable to All Transfers. (a) Notwithstanding anything to the contrary contained in this Agreement, any Transfer of any Interest by a Member or any Upper Tier Transfer with respect to a Member shall be made in full compliance with all applicable statutes, laws, ordinances, rules and regulations of all federal, state and local governmental bodies, agencies and subdivisions having jurisdiction over the Venture or any applicable Subsidiary or FacilityLegal Requirements. In the event that any filing, application, approval or consent is required in connection with any such transferTransfer, the transferring member Member shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse the other Member Unaffiliated Members for any costs or expenses (including attorneys’ ' fees) incurred by such Member in connection with any filing, application, approval or consent. Any Member that Transfers its Interest shall have implemented procedures to ensure that neither the transferee nor any Person who owns any equity interest in such transferee is a Prohibited Person or Controlled by a Prohibited Person (provided that this requirement shall not apply to any Person to the extent that such Person's interest in the LLC is through a U.S. Publicly-Traded Entity). (ab) Notwithstanding anything to the contrary contained in this Agreement, no transfer Transfer of an the Interest (including any Upper Tier Transfer) of a Member shall be binding upon the other Member Unaffiliated Members unless (i) such transfer Transfer will not be subject to, or such transferTransfer, when aggregated with prior transfers Transfers in accordance with applicable lawLegal Requirements, will not result in the imposition of, of any state, city or local transfer taxes to the Venture, any Subsidiary LLC or the non-transferring Member (except to the extent it is specifically provided herein that the non-transferring Member is obligated to pay all or a portion of such taxes), unless the transferring Member agrees to pay, and actually pays, pay such transfer tax and to indemnify the non-transferring MemberMember therefrom, (ii) in the case of a transfer Transfer of a direct Interest, such transfer shall be a transfer of the transferring Member’s entire Interest (rather than a portion thereof), and the transferee shall have delivered to such other Unaffiliated Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferor accruing from and after the date of such transfer Transfer under, and agrees to be bound by all the provisions of, this Agreement (or, in the case where the transferee is an Affiliate of the transferor, from and after the date of this Agreement), subject to the limitations of liabilities set forth herein, and (iii) in the case of the transfer Transfer of a direct Interest, the transferee shall have executed, acknowledged and delivered any instruments required under the LLC Act to effect such transfer Transfer and its admission to the VentureLLC. Notwithstanding anything in this Agreement to the contrary, in no event shall an Interest be transferred to a Person who is the subject of any pending bankruptcy proceedings, or to a Person who is a minor or who otherwise lacks legal capacity, and any attempt to effect a transfer Transfer to such a Person shall be void and of no effect and shall not bind the VentureLLC. (bc) Notwithstanding any transfer Transfer made pursuant to this Article 9IX but subject to the limitations expressly stated in this Agreement, including Article XII, the transferring Transferring Member shall remain liable for all of the obligations and liabilities of the transferring Transferring Member under this Agreement, whether accruing prior to, on or from and after the date of such transferTransfer; provided, that the transferring Transferring Member shall be relieved of any such obligations and liabilities accruing from and after the date of such transfer (other than a transfer to an Affiliate of the transferring Member) Transfer if the transferee shall have delivered to the other Unaffiliated Member an executed and acknowledged assumption agreement pursuant to which the transferee assumes all the obligations of the transferring Transferring Member accruing from and after the date of such transfer Transfer under, and agrees to be bound by all the provisions of, this Agreement (or, in the case where the transferee is an Affiliate of the Transferring Member, from and after the date of this Agreement). In connection with any transfer Transfer permitted under this Article 9IX, each Member hereby consents to the withdrawal of the transferring Transferring Member as a Member and the admission of the transferee as a Member with the rights of the transferring Transferring Member hereunder. (cd) The VentureLLC, each Member and any other Person or Persons having business with the VentureLLC, need deal only with Members who are admitted as Members or as substituted Members of the VentureLLC, and they shall not be required to deal with any other Person by reason of transfer Transfer by a Member or by reason of the death of a Member, except as otherwise provided in this Agreement. In the absence of the substitution (as provided herein) of a Member for a transferring or a deceased Member, any payment to a Member or to a Member’s 's executors or administrators shall acquit the Venture LLC and the other Members of all liability to any other Persons who may be interested in such payment by reason of an assignment by, or the death of, such Member. (de) Without No Member shall transfer, or permit the consent transfer (including, without limitation, by means of an Upper Tier Transfer) of, all or any portion of the NorthStar Interests held by such Member unless the same is done in accordance with the requirements of Applicable Loan Documents or the Citibank Lease. (f) No Member shall Transfer and the LLC shall not permit the Transfer (including, without limitation, by means of an Upper Tier Transfer, a Transfer to another Member or its affiliate or any other Transfer otherwise permitted under this Article IX) of all or any portion of the Interests held by such Member to a "benefit plan investor" or "controlling person" (within the meaning of the Plan Asset Regulation) if, following such Transfer, equity participation in the LLC by benefit plan investors would be "significant" (within the meaning of the Plan Asset Regulation). (g) No Member shall transfer, or permit the transfer (including, without limitation, by means of an Upper Tier Transfer) of, all or any portion of the Interests held by such Member, no Transfer shall be permitted if the Transfer such transfer would (i) cause the Venture to terminate constitute a nonexempt prohibited transaction under Section 708(b406(a) or Section 407 of ERISA or Section 4975 of the Code; . (iih) cause Notwithstanding anything to the Venture to fail to qualify from the “private placement safe harbor” from being treated as a “publicly traded partnership” under Regulations Section 1.7704-1(h); (iii) cause contrary contained in Sections 9.01 or 9.02 or Article X, Reckson and/or any direct or indirect owner of the NorthStar Member Reckson shall not be permitted to fail to qualify as a REIT; or effectuate any Transfer which would result in Reckson Operating Partnership, L.P. owning less than ten percent (iv10%) cause the assets of the Venture to be deemed “plan assets” of any Person subject to ERISA which may own any direct or indirect interest ownership interests in the VentureLLC unless, after such Transfer, Reckson Operating Partnership, L.P. shall own zero percent (0%) of the direct or indirect ownership interests in the LLC. The terms and provisions of this Section 9.03(h) shall not apply to any adjustments to direct or indirect ownership interests made pursuant to the terms and provisions of Section 5.02 hereof.