Common use of Conditions Precedent to Transfer Clause in Contracts

Conditions Precedent to Transfer. Any purported Transfer or Encumbrance otherwise complying with Section 8.1 will be ineffective until the transferor and the proposed transferee furnish to the Company the instruments and assurances the Manager may reasonably request, including without limitation, if requested, an opinion of counsel satisfactory to the Company that the interest in the Company being Transferred or Encumbered has been registered or is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws. No Transfer or Encumbrance will be effective if it would result in the “termination” of the Company under Code Section 708 unless the Manager gives his prior written consent to the Transfer or Encumbrance.

Conditions Precedent to Transfer. Any purported Transfer or Encumbrance otherwise complying with Section 8.1 will be ineffective until the transferor and the proposed transferee furnish to the Company the instruments and assurances the Manager Managers may reasonably request, including without limitation, if requested, an opinion of counsel satisfactory to the Company that the interest in the Company being Transferred or Encumbered has been registered or is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws. No Transfer or Encumbrance will be effective if it would result in the “termination” of the Company under Code Section 708 unless the Manager gives his Managers give their prior written consent to the Transfer or Encumbrance.