Common use of Duties and Liabilities of Transferors Clause in Contracts

Duties and Liabilities of Transferors. (A) If a Person Transfers an Interest (or an interest therein) in a Series, such Person or its transferee shall, upon the Manager’s request, reimburse such Series for any legal, accounting and other costs and expenses such Series incurs in connection with such Transfer, including costs and expenses associated with reviewing such Transfer for compliance with this Section 5.7 and applicable law. (B) In the case of a proposed Transfer of an Interest of the type described in Section 5.7(a)(i), the transferee or the transferor of such Interest (or interest therein) shall, upon the request of the Manager and at such Person’s sole cost and expense, either cause the relevant Series to be provided with, or authorize such Series to obtain, a legal opinion, in form and substance acceptable to the Manager and rendered by legal counsel acceptable to the Manager, to the effect that such proposed Transfer is exempt from or not subject to the registration requirements of the 1933 Act and any applicable state securities laws. (C) In the case of any Transfer of an Interest (or any interest therein), the transferor or transferee of such Interest (or interest therein) shall, upon the request of the Manager and at such Person’s sole cost and expense, either cause the relevant Series to be provided with, or authorize such Series to obtain, a legal opinion, in form and substance acceptable to the Manager and rendered by legal counsel acceptable to the Manager, to the effect that the Transfer will not result in: (1) the termination of such Series as a partnership for federal income tax purposes or (2) such Series being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and applicable Treasury Regulations. (D) Unless the Manager expressly agrees otherwise in its sole and absolute discretion, no Transfer of an Interest (or any interest therein) shall relieve the transferor of its duties, liabilities and obligations under this Agreement.

Duties and Liabilities of Transferors. (A) If a Person Transfers an Interest (or an interest therein) in a Series), such Person or its transferee shall, upon the ManagerManaging Member’s request, reimburse such Series the Company for any legal, accounting and other costs and expenses such Series the Company incurs in connection with such Transfer, including costs and expenses associated with reviewing such Transfer for compliance with this Section 5.7 5.4 and applicable law. (B) In the case of a proposed any Transfer of an Interest of the type described in Section 5.7(a)(i(or any interest therein), the transferee or the transferor of such Interest (or interest therein) shall, upon the request of the Manager Managing Member and at such Person’s sole cost and expense, either cause the relevant Series Company to be provided with, or authorize such Series the Company to obtain, a legal opinion, in form and substance acceptable to the Manager Managing Member and rendered by legal counsel acceptable to the ManagerManaging Member, to the effect that such proposed Transfer is exempt from or not subject to the registration requirements of the 1933 Act and any applicable state securities laws. (C) In the case of any Transfer of an Interest (or any interest therein), the transferor or transferee of such Interest (or interest therein) shall, upon the request of the Manager Managing Member and at such Person’s sole cost and expense, either cause the relevant Series Company to be provided with, or authorize such Series the Company to obtain, a legal opinion, in form and substance acceptable to the Manager Managing Member and rendered by legal counsel acceptable to the ManagerManaging Member, to the effect that the Transfer will not result in: (1) the termination of such Series the Company as a partnership for federal income tax purposes or (2) such Series the Company being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and applicable Treasury Regulations. (D) Unless the Manager Managing Member expressly agrees otherwise in its sole and absolute discretion, no Transfer of an Interest (or any interest therein) shall relieve the transferor of its duties, liabilities and obligations under this Agreement.

Duties and Liabilities of Transferors. (A) If a Person Transfers an Interest (or an interest therein) in a Series), such Person or its transferee shall, upon the ManagerManaging Member’s request, reimburse such Series the Company for any legal, accounting and other costs and expenses such Series the Company incurs in connection with such Transfer, including costs and expenses associated with reviewing such Transfer for compliance with this Section 5.7 5.4 and applicable law. (B) In the case of a proposed Transfer of an Interest of the type described in Section 5.7(a)(i5.4(b)(i), the transferee or the transferor of such Interest (or interest therein) shall, upon the request of the Manager Managing Member and at such Person’s sole cost and expense, either cause the relevant Series Company to be provided with, or authorize such Series to the Company obtain, a legal opinion, in form and substance acceptable to the Manager Managing Member and rendered by legal counsel acceptable to the ManagerManaging Member, to the effect that such proposed Transfer is exempt from or not subject to the registration requirements of the 1933 Act and any applicable state securities laws. (C) In the case of any Transfer of an Interest (or any interest therein), the transferor or transferee of such Interest (or interest therein) shall, upon the request of the Manager Managing Member and at such Person’s sole cost and expense, either cause the relevant Series Company to be provided with, or authorize such Series the Company to obtain, a legal opinion, in form and substance acceptable to the Manager Managing Member and rendered by legal counsel acceptable to the ManagerManaging Member, to the effect that the Transfer will not result in: (1) the termination of such Series the Company as a partnership for federal income tax purposes or (2) such Series the Company being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and applicable Treasury Regulations. (D) Unless the Manager Managing Member expressly agrees otherwise in its sole and absolute discretion, no Transfer of an Interest (or any interest therein) shall relieve the transferor of its duties, liabilities and obligations under this Agreement.

Duties and Liabilities of Transferors. (A) If a Person Transfers an Interest (or an interest therein) in a Series), such Person or its transferee shall, upon the Manager’s Managing Member's request, reimburse such Series the Company for any legal, accounting and other costs and expenses such Series the Company incurs in connection with such Transfer, including costs and expenses associated with reviewing such Transfer for compliance with this Section 5.7 5.4 and applicable law. (B) In the case of a proposed Transfer of an Interest of the type described in Section 5.7(a)(i5.4(b)(i), the transferee or the transferor of such Interest (or interest therein) shall, upon the request of the Manager Managing Member and at such Person’s 's sole cost and expense, either cause the relevant Series Company to be provided with, or authorize such Series to the Company obtain, a legal opinion, in form and substance acceptable to the Manager Managing Member and rendered by legal counsel acceptable to the ManagerManaging Member, to the effect that such proposed Transfer is exempt from or not subject to the registration requirements of the 1933 Act and any applicable state securities laws. (C) In the case of any Transfer of an Interest (or any interest therein), the transferor or transferee of such Interest (or interest therein) shall, upon the request of the Manager Managing Member and at such Person’s 's sole cost and expense, either cause the relevant Series Company to be provided with, or authorize such Series the Company to obtain, a legal opinion, in form and substance acceptable to the Manager Managing Member and rendered by legal counsel acceptable to the ManagerManaging Member, to the effect that the Transfer will not result in: (1) the termination of such Series the Company as a partnership for federal income tax purposes or (2) such Series the Company being treated as a “"publicly traded partnership” " within the meaning of Section 7704 of the Code and applicable Treasury Regulations. (D) Unless the Manager Managing Member expressly agrees otherwise in its sole and absolute discretion, no Transfer of an Interest (or any interest therein) shall relieve the transferor of its duties, liabilities and obligations under this Agreement.

Duties and Liabilities of Transferors. (A) If a Person Transfers an Interest (or an interest therein) in a Series, such Person or its transferee shall, upon the ManagerManaging Member’s request, reimburse such Series for any legal, accounting and other costs and expenses such Series incurs in connection with such Transfer, including costs and expenses associated with reviewing such Transfer for compliance with this Section 5.7 and applicable law. (B) In the case of a proposed Transfer of an Interest of the type described in Section 5.7(a)(i), the transferee or the transferor of such Interest (or interest therein) shall, upon the request of the Manager Managing Member and at such Person’s sole cost and expense, either cause the relevant Series to be provided with, or authorize such Series to obtain, a legal opinion, in form and substance acceptable to the Manager Managing Member and rendered by legal counsel acceptable to the ManagerManaging Member, to the effect that such proposed Transfer is exempt from or not subject to the registration requirements of the 1933 Act and any applicable state securities laws. (C) In the case of any Transfer of an Interest (or any interest therein), the transferor or transferee of such Interest (or interest therein) shall, upon the request of the Manager Managing Member and at such Person’s sole cost and expense, either cause the relevant Series to be provided with, or authorize such Series to obtain, a legal opinion, in form and substance acceptable to the Manager Managing Member and rendered by legal counsel acceptable to the ManagerManaging Member, to the effect that the Transfer will not result in: (1) the termination of such Series as a partnership for federal income tax purposes or (2) such Series being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and applicable Treasury Regulations. (D) Unless the Manager Managing Member expressly agrees otherwise in its sole and absolute discretion, no Transfer of an Interest (or any interest therein) shall relieve the transferor of its duties, liabilities and obligations under this Agreement.