Common use of Further Requirements Clause in Contracts

Further Requirements. In addition to the other requirements of Sections 10.2 and 10.4, and unless waived in whole or in part by the Managing Member, no Transfer of all or any portion of an Interest in the Company may be made unless the following conditions are met: (a) The Transferor or Transferee shall have paid all reasonable costs and expenses, including attorneys’ fees and disbursements and the cost of the preparation, filing and publishing of any joinder or amendment to this Agreement or the Certificate, incurred by the Company in connection with the Transfer; (b) The Transferor shall have delivered to the Company a fully executed copy of all documents relating to the Transfer, executed by both the Transferor and the Transferee, and the agreement of the Transferee in writing and otherwise in form and substance reasonably acceptable to the Managing Member to: (i) be bound by the terms imposed upon such Transfer by the terms of this Agreement; and (ii) assume all obligations of the Transferor under this Agreement and such other agreements as the Managing Member may specify relating to the Interest in the Company that is the subject of such Transfer; (c) The Managing Member shall have been reasonably satisfied, including, at its option, having received an opinion of counsel to the Company reasonably acceptable to the Managing Member, that: (i) the Transfer will not cause the Company to be treated as an association taxable as a corporation for Federal income tax purposes; (ii) the Transfer will not cause the Company to be treated as a “publicly traded partnership” within the meaning of Code section 7704; and (iii) the Transfer does not require registration under the Securities Act or any rules or regulations thereunder or cause the Company to be required to register as an Investment Company under the Investment Company Act of 1940, as amended, or any rules or regulations thereunder. Any waivers from the Managing Member under this Section 10.3 shall be given or denied as determined by the Managing Member.

Further Requirements. In addition to the other requirements of Sections 10.2 and 10.4Section 9.2, and unless waived in whole or in part by the Managing Member, no Transfer of all or any portion of an Interest in the Company may be made unless the following conditions are met: (a) The Transferor or Transferee shall have paid all reasonable costs and expenses, including attorneys’ fees and disbursements and the cost of the preparation, filing and publishing of any joinder or amendment to this Agreement or the Certificate, incurred by the Company in connection with the Transfer; (b) The Transferor shall have delivered to the Company a fully executed copy of all documents relating to the Transfer, executed by both the Transferor and the Transferee, and the agreement of the Transferee in writing and otherwise in form and substance reasonably acceptable to the Managing Member to: (i) be bound by the terms imposed upon such Transfer by the terms of this Agreement; and (ii) assume all obligations of the Transferor under this Agreement and such other agreements as the Managing Member may specify relating to the Interest in the Company that is the subject of such Transfer; (c) The Managing Member shall have been reasonably satisfied, including, at its option, having received an opinion of counsel to the Company reasonably acceptable to the Managing Member, that: (i) the Transfer will not cause the Company to be treated as an association taxable as a corporation for Federal income tax purposes; (ii) the Transfer will not cause the Company to be treated as a “publicly traded partnership” within the meaning of Code section 7704; (iii) any such Transfer that does not constitute an exchange pursuant to the Exchange Agreement will not cause a termination of the Company under Code Section 708; and (iiiiv) the Transfer does not require registration under the Securities Act or any rules or regulations thereunder or cause the Company to be required to register as an Investment Company under the Investment Company Act of 1940, as amended, or any rules or regulations thereunder. Any waivers from the Managing Member under this Section 10.3 9.3 shall be given or denied as reasonably determined by the Managing Member.

Further Requirements. In addition to the other requirements of Sections 10.2 and 10.4Section 9.2, and unless waived in whole or in part by the Managing MemberManager, no Transfer of all or any portion of an Interest in the Company may be made unless the following conditions are met: (a) The Transferor or Transferee shall have paid all reasonable costs and expenses, including attorneys’ fees and disbursements and the cost of the preparation, filing and publishing of any joinder or amendment to this Agreement or the Certificate, incurred by the Company in connection with the Transfer; (b) The Transferor shall have delivered to the Company a fully executed copy of all documents relating to the Transfer, executed by both the Transferor and the Transferee, and the agreement of the Transferee in writing and otherwise in form and substance reasonably acceptable to the Managing Member Manager to: (i) be bound by the terms imposed upon such Transfer by the terms of this Agreement; and (ii) assume all obligations of the Transferor under this Agreement and such other agreements as the Managing Member may specify relating to the Interest in the Company that is the subject of such Transfer; (c) The Managing Member Manager shall have been reasonably satisfied, including, at its option, having received an opinion of counsel to the Company reasonably acceptable to the Managing MemberManager, that: (i) the Transfer will not cause the Company to be treated as an association taxable as a corporation for Federal income tax purposes; (ii) the Transfer will not cause the Company to be treated as a “publicly traded partnership” within the meaning of Code section Section 7704; and; (iii) the Transfer does will not require registration under violate the Securities Act or any other applicable Federal, state or non-United States securities laws, rules or regulations thereunder regulations; (iv) the Transfer will not cause some or all of the assets of the Company to be “plan assets” or the investment activity of the Company to constitute “prohibited transactions” under ERISA or the Code; (v) the Transfer will not cause the Company to be an investment company required to register as an Investment Company be registered under the Investment Company Act of 1940, as amended; (vi) the Transfer will not cause a breach of, or default under, any rules or regulations thereunderagreement to which the Company is a party; and (d) the Transferee shall not be a Company Competitor. Any waivers from the Managing Member Manager under this Section 10.3 9.3 shall be given or denied as reasonably determined by the Managing MemberManager.

Further Requirements. In addition to the other requirements of Sections 10.2 and 10.4Section 9.2, and unless waived in whole or in part by all of the Managing MemberMembers in their sole discretion, no Transfer of all or any portion of an Interest in the Company may be made unless the following conditions are met: (a) The the Transferor or Transferee shall have paid pays all reasonable costs and expenses, including including, without limitation, reasonable attorneys’ fees and disbursements and the cost of the preparation, filing and publishing of any joinder or amendment to this Agreement or the Certificate, incurred by the Company in connection with the Transfer; (b) The Transferor shall have delivered the delivery to the Secretary of the Company of a fully executed copy of all transfer documents relating to the Transfer, including, without limitation, an instrument of transfer, executed by both the Transferor and the Transferee, and the agreement in writing of the Transferee in writing and otherwise in form and substance reasonably acceptable to the Managing Member to: (i) be bound by the terms imposed upon such Transfer by the other Members and by the terms of this Agreement; and (ii) assume all obligations of the Transferor under this Agreement and such other agreements as the Managing Member may specify relating to the Interest in the Company that is the subject of such Transfer; (c) The Managing Member shall have been reasonably satisfiedthe representation of the Transferor and the Transferee, includingand, at its optionupon the request of any Member, having received the delivery of an opinion of counsel to the Company reasonably acceptable to the Managing such Member, that: (i) the Transfer will not cause the Company to be treated as an association taxable as a corporation for Federal income tax purposes; (ii) the Transfer will not cause the Company to be treated as a “publicly traded partnership” within the meaning of Code section 7704; andSection 7704 of the Code; (iii) the Transfer does will not require registration under result in the termination of the Company for Federal income tax purposes; and (iv) the Transfer will not violate any requirement of, or otherwise adversely affect the status of the Company or any of its affiliates under, the Securities Act, the Securities Exchange Act or any other applicable Federal or state securities laws, rules or regulations thereunder or violate or cause the Company to be required to register as an Investment Company under violate any rule of any regulatory authority which may have jurisdiction over the Investment Company Act of 1940, as amended, or any rules or regulations thereunderCompany. Any consents or waivers from the Managing any Member permitted under this Section 10.3 Article IX shall be given or denied as determined in the sole discretion of such Member. The Members shall reflect each Transfer and admission authorized under this Article IX (including the terms and conditions imposed thereon by the Managing Members) by preparing an amendment to this Agreement, dated as of the date of such Transfer, to reflect such Transfer or admission. The form and content of all documentation delivered to any Member pursuant to this Section 9.3 shall be subject to the approval of such Member, which approval may be granted or withheld in such Member’s sole discretion.

Further Requirements. In addition to the other requirements of Sections 10.2 and 10.4Section 9.2, and unless waived in whole or in part by the Managing MemberBoard, no Transfer of all or any portion of an Interest in the Company may be made unless the following conditions are met: (a) The Transferor or Transferee shall have paid all reasonable costs and expenses, including attorneys’ fees and disbursements and the cost of the preparation, filing and publishing of any joinder or amendment to this Agreement or the Certificate, incurred by the Company in connection with the Transfer; (b) The Transferor shall have delivered to the Company a fully executed copy of all documents relating to the Transfer, executed by both the Transferor and the Transferee, and the agreement of the Transferee in writing and otherwise in form and substance reasonably acceptable to the Managing Member Board to: (i) be bound by the terms imposed upon such Transfer by the terms of this Agreement; and (ii) assume all obligations of the Transferor under this Agreement and such other agreements as the Managing Member may specify relating to the Interest in the Company that is the subject of such Transfer; (c) The Managing Member Board shall have been reasonably satisfied, including, at its option, having received an opinion of counsel to the Company reasonably acceptable to the Managing MemberBoard, that: (i) the Transfer will not cause the Company to be treated as an association taxable as a corporation for Federal income tax purposes; (ii) the Transfer either (a) will not cause the Company to be treated as a “publicly traded partnership” within the meaning of Code section 77047704 (a “PTP Event”) or (b) if the Transfer would result in a PTP Event, (i) the Board is fully aware that a PTP Event would occur; (ii) the Board concludes that a PTP Event is in the best interests of the Members; and (iii) the majority of Class A Members consent to the PTP Event; (iii) the Transfer will not cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended, or other similar regulatory authority; (iv) the Transfer will not result in any class of equity securities of the Company being held of record by a number of Persons that the Board determines could result in the Company’s being required to file periodic reports under the Exchange Act, as amended; and (iiiv) the Transfer does not require registration under the Securities Act or any rules or regulations thereunder or cause the Company to be required to register as an Investment Company under the Investment Company Act of 1940, as amendedthereunder, or any rules or regulations thereunderunder applicable state securities laws. Any waivers from the Managing Member Board under this Section 10.3 9.3 shall be given or denied as reasonably determined by the Managing MemberBoard.

Further Requirements. In addition to the other requirements of Sections 10.2 9.2 and 10.49.3, and unless waived in whole or in part by the Managing MemberGeneral Partner to the extent permitted hereby (including, without limitation, Section 9.4(c)(ii) below), no Transfer of all or any portion of an Interest in the Company may be made unless the following conditions are met: (a) The Transferor or Transferee shall have paid all reasonable costs and expenses, including attorneys’ including, without limitation, attorneys fees and disbursements and the cost of the preparation, filing and publishing of any joinder or amendment to this Agreement or the Certificate, incurred by the Company Partnership in connection with the Transfer; (b) The Transferor shall have delivered to the Company General Partner a fully executed copy of all transfer documents relating to the Transfer, including, without limitation, an Instrument of Transfer, executed by both the Transferor and the Transferee, and the agreement in writing of the Transferee in writing and otherwise in form and substance reasonably acceptable to the Managing Member to: (i) be Be bound by the terms of this Agreement and by the conditions imposed upon such Transfer by the General Partner provided such conditions are consistent with the terms of this Agreement; and (ii) assume Assume all obligations of the Transferor under this Agreement and such other agreements as the Managing Member may specify relating to the Interest in the Company that is the subject of such Transfer; (c) The Managing Member General Partner, after consultation with nationally recognized legal and other relevant advisors, shall have been reasonably satisfied, including, including at its option, option having received an opinion of counsel to the Company Partnership reasonably acceptable to the Managing MemberGeneral Partner, that: (i) the The Transfer will not cause the Company Partnership to be treated as an association taxable as a corporation for Federal income tax purposes; (ii) The Transfer will not result in the termination of the Partnership for Federal income tax purposes; (iii) The Transfer will not result in the Partnership or any Partner or its Affiliates (other than the Partnership’s subsidiaries): (A) being subject to regulation as a “holding company” or a “subsidiary company” or an “affiliate” of a “holding company” or a “public utility company” under the 1935 Act or any other similar state or federal law, or as a “public utility” under the Federal Power Act or (B) being subject to any other federal or state regulation that, in the reasonable discretion of the Majority-in-Interest of the Limited Partners, would have an adverse affect on the Limited Partners or any of their affiliates; (iv) The Transfer will not cause the Company Partnership to be treated as a “publicly traded partnership” within the meaning of Code section Section 7704; and (iiiv) the The Transfer does will not require registration under violate any applicable Federal or state law, rule or regulation, including, without limitation, the Securities Act or any other applicable Federal or state securities laws, rules or regulations thereunder regulations; and (d) The General Partner, after consultation with nationally recognized legal and other relevant advisors, shall have been reasonably satisfied that: (i) The Transfer will not cause some or all of the Partnership Assets to be “plan assets” or the trading and investment activity of the Partnership to constitute “prohibited transactions” under ERISA or the Code; and (ii) The Transfer will not cause the Company Partnership to be an investment company required to register as an Investment Company be registered under the Investment Company Act of 1940, as amended, or any rules or regulations thereunder. Any waivers from the Managing Member General Partner under this Section 10.3 9.4 shall be given or denied as determined in the sole discretion of the General Partner; provided that in no event shall the General Partner waive any of the requirements of Section 9.4(c). The General Partner shall reflect each Transfer and admission authorized under this Article IX (including the terms and conditions imposed thereon by the Managing MemberGeneral Partner pursuant to Section 9.4(b)(i)) by preparing an amendment to this Agreement dated as of the date of such Transfer. The form and content of all documentation delivered to the General Partner under this Section 9.4 shall be subject to the approval of the General Partner, which approval may be granted or withheld in the General Partner’s reasonable discretion. The provisions of this Section 9.4 do not apply to Transfers made by any Tag-Along Partner or Minority Holder pursuant to Sections 9.6 or 9.7 or Transfers in connection with a Public Offering.

Further Requirements. In addition to the other requirements of Sections 10.2 and 10.4Section 10.2, and unless waived in whole or in part by the Managing MemberCompany with the prior approval of Supermajority Consent, no Transfer of all or any portion of an Interest in the Company any Units may be made unless the following conditions are met: (a) The Transferor or Transferee shall have paid all reasonable costs and expenses, including attorneys’ fees and disbursements and the cost of the preparation, filing and publishing of any joinder or amendment to this Agreement or the Certificate, incurred by the Company in connection with the Transfer; (b) The With respect to a direct Transfer, the Transferor shall have delivered to the Company a fully executed copy of all documents relating to the Transfer, a written joinder agreement executed by both the Transferor and the Transferee, and the agreement of the Transferee in writing and otherwise in form and substance reasonably acceptable to the Managing Member toMember, which agreement shall: (i) include the notice address of the Transferee; (ii) set forth the Units held by the Transferor and the Transferee after such Transfer (which together must total the number of Units held by the Transferor before such Transfer); (iii) include a legally binding agreement of the Transferee to be bound by this Agreement from and after the date such Transferee becomes a Member; (iv) contain a representation and warranty by the Transferor that the Transfer was made in accordance with all Laws (including state and federal securities Laws) and the terms imposed upon such Transfer by the terms and conditions of this Agreement; (v) contain a representation and warranty by the Transferee that the representations and warranties in Section 3.3 are true and correct with respect to such Transferee; and (iivi) assume include an assumption by the Transferee of all obligations of the Transferor under this Agreement and such other agreements as the Managing Member may specify relating to the Interest in the Company Units that is are the subject of such Transfer;. (c) The Managing Member shall have been reasonably satisfied, including, at its optionreasonable discretion, having received an opinion of counsel to the Company reasonably acceptable to the Managing Member, that: (i) the Transfer will not cause violate the Company to be treated Securities Act, as an association taxable as a corporation for Federal income tax purposesamended, or any other applicable U.S. federal, state or non-United States securities Laws; (ii) the Transfer will not cause some or all of the assets of the Company to be “plan assets” or the investment activity of the Company to constitute “prohibited transactions” under ERISA or the Code; (iii) the Transfer will not result in the Company having more than one hundred (100) partners, within the meaning of Regulation § 1.7704-1(h)(1) (determined by taking into account the rules of Regulation § 1.7704-1(h)(3)), or otherwise cause the Company to be treated as a “publicly traded partnership” within the meaning of Code section 77047704 or an association taxable as a corporation for U.S. federal income tax purposes; and (iiiiv) the Transfer does will not require registration under the Securities Act or any rules or regulations thereunder or cause the Company to be an investment company required to register as an Investment Company be registered under the Investment Company Act of 1940, as amended, or any rules or regulations thereunder. Any waivers from the Managing Member under this Section 10.3 shall be given or denied as determined by the Managing Member.

Further Requirements. In addition to the other requirements of Sections 10.2 and 10.4Section 9.2, and unless waived in whole or in part by the Managing MemberManager, no Transfer of all or any portion of an Interest in the Company may be made unless the following conditions are met: (a) The Transferor or Transferee shall have paid all reasonable costs and expenses, including attorneys’ fees and disbursements and the cost of the preparation, filing and publishing of any joinder or amendment to this Agreement or the Certificate, incurred by the Company in connection with the Transfer; (b) The Transferor shall have delivered to the Company a fully executed copy of all documents relating to the Transfer, executed by both the Transferor and the Transferee, and the agreement of the Transferee in writing and otherwise in form and substance reasonably acceptable to the Managing Member Manager to: (i) be bound by the terms imposed upon such Transfer by the terms of this Agreement; and (ii) assume all obligations of the Transferor under this Agreement and such other agreements as the Managing Member may specify relating to the Interest in the Company that is the subject of such Transfer; (c) The Managing Member Manager shall have been reasonably satisfied, including, at its option, having received an opinion of counsel to the Company reasonably acceptable to the Managing MemberManager, that: (i) the Transfer will not cause the Company to be treated as an association taxable as a corporation for Federal income tax purposes; (ii) the Transfer will not cause the Company to be treated as a “publicly traded partnership” within the meaning of Code section Section 7704; and; (iii) the Transfer does will not require registration under violate the Securities Act or any other applicable Federal, state or non-United States securities laws, rules or regulations thereunder regulations; (iv) the Transfer will not cause some or all of the assets of the Company to be “plan assets” or the investment activity of the Company to constitute “prohibited transactions” under ERISA or the Code; and (v) the Transfer will not cause the Company to be an investment company required to register as an Investment Company be registered under the Investment Company Act of 1940, as amended, or any rules or regulations thereunder. Any waivers from the Managing Member Manager under this Section 10.3 9.3 shall be given or denied as reasonably determined by the Managing MemberManager.

Further Requirements. In addition to the other requirements of Sections 10.2 and 10.4Section 9.2, and unless waived in whole or in part by the Managing MemberManager, no Transfer of all or any portion of an Interest in the Company may be made unless the following conditions are met: (a) The Transferor or Transferee shall have paid all reasonable costs and expenses, including attorneys’ fees and disbursements and the cost of the preparation, filing and publishing of any joinder or amendment to this Agreement or the Certificate, incurred by the Company in connection with the Transfer; (b) The Transferor shall have delivered to the Company a fully executed copy of all documents relating to the Transfer, executed by both the Transferor and the Transferee, and the agreement of the Transferee in writing and otherwise in form and substance reasonably acceptable to the Managing Member Manager to: (i) be bound by the terms imposed upon such Transfer by the terms of this Agreement; and (ii) assume all obligations of the Transferor under this Agreement and such other agreements as the Managing Member may specify relating to the Interest in the Company that is the subject of such Transfer; (c) The Managing Member Manager shall have been reasonably satisfied, including, at its option, having received an opinion of counsel to the Company reasonably acceptable to the Managing MemberManager, that: (i) the Transfer will not cause the Company to be treated as an association taxable as a corporation for Federal income tax purposes; (ii) the Transfer will not cause the Company to be treated as a “publicly traded partnership” within the meaning of Code section Section 7704; and; (iii) the Transfer does will not require registration under violate the Securities Act or any other applicable Federal, state or non-United States securities laws, rules or regulations thereunder regulations; (iv) the Transfer will not cause some or all of the assets of the Company to be “plan assets” or the investment activity of the Company to constitute “prohibited transactions” under ERISA or the Code; (v) the Transfer will not cause the Company to be an investment company required to register as an Investment Company be registered under the Investment Company Act of 1940, as amended; (vi) the Transfer will not cause a breach of, or default under, any rules agreement to which the Company or regulations thereunderthe Project Company is a party; and (vii) the Transferee shall not be a Company Competitor. Any waivers from the Managing Member Manager under this Section 10.3 9.3 shall be given or denied as reasonably determined by the Managing MemberManager.

Further Requirements. In addition Without limiting the absolute discretion of the General Partner to the other requirements withhold its consent to any Transfer of Sections 10.2 and 10.4a Limited Partner Interest pursuant to Section 9.3, and unless waived in whole or in part by the Managing MemberGeneral Partner, no Limited Partner may Transfer of all or any portion of an its Interest in the Company may be made Partnership unless the following conditions are met: (a) The Transferor or the Transferee shall have paid pays all reasonable costs and expenses, including including, without limitation, attorneys’ fees and disbursements and the cost of the preparation, filing and publishing of any joinder or amendment to this Agreement or the Certificate, Certificate incurred by the Company Partnership in connection with the Transfer; (b) The Transferor shall have delivered the delivery to the Company General Partner of a fully executed copy of all transfer documents relating to the Transfer, in form and substance satisfactory to the General Partner, executed by both the Transferor and the Transferee, and the agreement in writing of the Transferee in writing and otherwise in form and substance reasonably acceptable to the Managing Member to: (i) be bound by the terms imposed upon such Transfer by the General Partner and by the terms of this Agreement; and and (ii) assume all obligations of the Transferor under this Agreement and such other agreements as the Managing Member may specify relating to the Interest in the Company Partnership that is the subject of such Transfer; (c) The Managing Member shall have been reasonably satisfiedthe representation of the Transferor and the Transferee, includingand, at its optionupon the request of the General Partner, having received the delivery of an opinion of counsel to the Company reasonably acceptable to the Managing MemberGeneral Partner, that: that (i) the Transfer will not cause the Company Partnership to be treated as an association or publicly traded partnership taxable as a corporation for Federal United States federal income tax purposes; ; and (ii) the Transfer will not violate the Securities Act of 1933, as amended, or any other applicable Federal or state securities laws, rules or regulations; and (d) the reasonable satisfaction of the General Partner that (i) the Transfer will not cause some or all of the Partnership assets to be “plan assets” or the trading and investment activity of the Partnership to constitute “prohibited transactions” under ERISA or the Code; (ii) the Transfer does not occur on or through a national securities exchange, foreign securities exchange or interdealer quotation system; (iii) the Transfer will not cause the Company Partnership to be treated as a “publicly traded partnership” within the meaning of Code section 7704; and 7704 and (iiiiv) the Transfer does will not require registration under the Securities Act or any rules or regulations thereunder or cause the Company Partnership to be an investment company required to register as an Investment Company be registered under the Investment Company Act of 1940, as amended, or any rules or regulations thereunder. Any consents or waivers from the Managing Member General Partner permitted under this Section 10.3 9.4 shall be given or denied as determined in the sole discretion of the General Partner. The General Partner shall reflect each Transfer and admission authorized under this Article IX (including the terms and conditions imposed thereon by the Managing MemberGeneral Partner) on the books and records of the Partnership. The form and content of all documentation delivered to the General Partner pursuant to this Section 9.4 shall be subject to the approval of the General Partner, which approval may be granted or withheld in the General Partner’s sole discretion.

Further Requirements. In addition Without limiting the absolute discretion of the General Partner to the other requirements withhold its consent to any Transfer of Sections 10.2 and 10.4a Limited Partner Interest (or a portion thereof) pursuant to Section 9.3, and unless waived in whole or in part by the Managing MemberGeneral Partner, no Limited Partner may Transfer of all or any portion of an its Interest in the Company may be made Partnership unless the following conditions are met: (a) The Transferor or the Transferee shall have paid pays (i) all reasonable costs and expenses, including including, without limitation, attorneys’ fees and disbursements and disbursements, the cost of the preparation, filing and publishing of any joinder or amendment to this Agreement or the Certificate, and costs incurred in connection with any tax basis adjustments under Section 743(b) of the Code, in each case as incurred by the Company Partnership in connection with the Transfer, and (ii) any withholding taxes payable with respect to the Transfer; (b) The Transferor shall have delivered the delivery to the Company General Partner of a fully executed copy of all transfer documents relating to the Transfer, in form and substance satisfactory to the General Partner, executed by both the Transferor and the Transferee, and the agreement in writing of the Transferee in writing and otherwise in form and substance reasonably acceptable to the Managing Member to: (i) be bound by the terms imposed upon such Transfer by the General Partner and by the terms of this Agreement; and Agreement and (ii) assume all obligations of the Transferor under this Agreement and such other agreements as the Managing Member may specify relating to the Interest (or a portion thereof) in the Company Partnership that is the subject of such Transfer; (c) The Managing Member shall have been reasonably satisfiedthe representation of the Transferor and the Transferee, includingand, at its optionupon the request of the General Partner, having received the delivery of an opinion of counsel to the Company reasonably acceptable to the Managing MemberGeneral Partner, that: that (i) the Transfer will not cause the Company Partnership to be treated as an association or publicly traded partnership taxable as a corporation for Federal United States federal income tax purposes; purposes and (ii) the Transfer will not violate the Securities Act or any other applicable federal or state securities laws, rules or regulations; (d) the General Partner has received such information and such instruments (including any information necessary to allow the Partnership to comply with its obligation to make basis adjustments required under Sections 734 or 743 of the Code, to comply with its obligations under Chapter 3 and Chapter 4 of the Code and any applicable guidance thereunder, and any other tax withholding and reporting obligations of the Partnership), in form and substance satisfactory to the General Partner, containing such information, representations, warranties and agreements as the General Partner may deem necessary or appropriate, and which shall also contain the acceptance by the Transferee of all the terms and provisions of this Agreement and the Transferee’s agreement to be bound thereby. The General Partner may, but is not obligated to, also require as a condition to any Transfer an opinion of counsel acceptable to the General Partner (who may be counsel to the Partnership) satisfactory in form and substance to the General Partner covering such matters as the General Partner may request; and (e) the reasonable satisfaction of the General Partner that (i) the Transfer will not cause some or all of the Partnership’s or the Master Fund’s assets to be Plan Assets or a non- exempt “prohibited transaction” under ERISA or Section 4975 of the Code, (ii) the Transfer does not occur on or through a national securities exchange, foreign securities exchange or interdealer quotation system, (iii) the Transfer will not cause the Company Partnership to be treated as a “publicly traded partnership” within the meaning of Code section 7704; and Section 7704(b) of the Code, (iiiiv) the Transfer does is not require registration under prohibited by, and will not have an adverse effect on the Securities Act or Partnership’s ability to borrow under, any rules or regulations thereunder or Credit Facility, (v) the Transfer will not cause the Company Partnership to be an investment company required to register as an Investment Company be registered under the Investment Company Act of 1940, as amended, or and (vi) the Transferor and Transferee have provided information and documentation reasonably satisfactory to the General Partner demonstrating that any rules or regulations thereunderwithholding requirement upon the Transfer will have been met. Any consents or waivers from the Managing Member General Partner permitted under this Section 10.3 9.4 shall be given or denied as determined in the sole discretion of the General Partner. The General Partner or its duly appointed agent shall reflect each Transfer and admission authorized under this Article IX (including the terms and conditions imposed thereon by the Managing MemberGeneral Partner) on the books and records of the Partnership. The form and content of all documentation delivered to the General Partner pursuant to this Section 9.4 shall be subject to the written approval of the General Partner, which written approval may be granted or withheld in the General Partner’s sole discretion.