Common use of Disposition of Interests Clause in Contracts

Disposition of Interests. Notwithstanding anything to the contrary herein, a Membership Interest and/or Economic Interest may not be Disposed of (whether in a Permitted Disposition or otherwise) in whole or in part unless the following terms and conditions have been satisfied: (a) The transferor or assignor of such interest shall have: (i) paid all costs incurred by the Company in connection with the Disposition; (ii) furnished the Company with a written opinion of counsel, reasonably satisfactory in form and substance to counsel for the Company, that such Disposition complies with applicable federal and state securities laws and this Agreement and that such Disposition, for federal income tax purposes, will not cause the termination of the Company under Section 708(b) of the Code or cause the Company to be treated as an association taxable as a corporation for income tax purposes; and (iii) complied with such other conditions as a Majority of the non-transferring/non-assigning Members and/or Managers may reasonably require from time to time. (b) The transferee or assignee of such interest shall have: (i) executed all documents required to effectuate such Disposition and to become a transferee or assignee of an Economic Interest only (but without becoming a “member” of the Company) or a Membership Interest (and becoming a “member” of the Company), as the case may be; (ii) assumed all of the obligations, if any, of the transferor or assignor in respect of the interest being assigned or transferred; (iii) furnished the Company with a written opinion of counsel, reasonably satisfactory in form and substance to counsel for the Company, that such Disposition complies with applicable federal and state securities laws and this Agreement and that such Disposition, for federal income tax purposes, will not cause the termination of the Company under Section 708(b) of the Code or cause the Company to be treated as an association taxable as a corporation for income tax purposes; (iv) adopted and approved in writing all of the terms and provisions of this Agreement then in effect; and (v) complied with such other requirements as a Majority of the non-transferring/non-assigning Members and/or Managers may reasonably require from time to time; provided, however, that Sections 11.8(a)(ii) and 11.8(b)(iii) shall not apply to any Permitted Disposition. Dispositions will be recognized by the Company as effective only upon the close of business on the last day of the calendar month following satisfaction of the above conditions (such date to be referred to as the “Transfer Date”). Any Disposition in contravention of this Article XI and any Disposition (other than a Permitted Disposition) which if made would cause a termination of the Company for federal income tax purposes under Section 708(b) of the Code shall be void ab initio and ineffectual and shall not bind the Company or the other Members.