Common use of Conditions on Permitted Transfers Clause in Contracts

Conditions on Permitted Transfers. A transfer shall not be treated as a permitted transfer under Section 9.2 of this Agreement unless and until the following conditions are satisfied: A. Except in the case of a transfer of a Member's Ownership Interest at death or involuntarily by operation of law, the transferor and the transferee shall execute and deliver to the Company such documents and instruments as may be necessary or appropriate to effect such transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. The Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer. B. Except in the case of a transfer of a Member's Ownership Interest at death or involuntarily by operation of law, the transferor shall furnish to the Company an opinion of counsel that the transfer will not cause the Company to terminate for federal income tax purposes or under the Act. C. The transferor and the transferee shall furnish the Company with all information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. The Company shall not be required to make any distributions otherwise provided for in this Agreement with respect to any transfer until it has received such information. D. Except in the case of a transfer of a Member's Ownership Interest at death or involuntarily by operation of law, the transfer of the Member's Ownership Interests shall be either registered under the Securities Act of 1933, as amended, and any applicable state securities laws or, in the opinion of counsel to the Company, such transfer is exempt for such registration.

Conditions on Permitted Transfers. A transfer shall not be treated as a permitted transfer under Section 9.2 of this Agreement unless and until the following conditions are satisfied: A. a. Except in the case of a transfer of a Member's Ownership Interest at death or involuntarily by operation of law, the transferor and the transferee shall execute and deliver to the Company such documents and instruments as may be necessary or appropriate to effect such transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. The Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer. B. b. Except in the case of a transfer of a Member's Ownership Interest at death or involuntarily by operation of law, the transferor shall furnish to the Company an opinion of counsel that the transfer will not cause the Company to terminate for federal income tax purposes or under the Act. C. c. The transferor and the transferee shall furnish the Company with all information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. The Company shall not be required to make any distributions otherwise provided for in this Agreement with respect to any transfer until it has received such information. D. d. Except in the case of a transfer of a Member's Ownership Interest at death or involuntarily by operation of law, the transfer of the Member's Ownership Interests shall be either registered under the Securities Act of 1933, as amended, and any applicable state securities laws or, in the opinion of counsel to the Company, such transfer is exempt for such registration.