Common use of Non-Compliant Transfer Clause in Contracts

Non-Compliant Transfer. Unless and until all requirements set forth in this Article 11 have been satisfied with respect to a proposed Transfer (including, as determined in good faith by the Manager, with respect to any transaction which does not otherwise constitute a Transfer but a purpose of which is to achieve indirectly a result similar to that which would be achieved directly if such transaction were structured as a Transfer), the Members (a) shall use reasonable best efforts to ensure that the Company continues to treat the transferor as the sole owner of the interest in the Company purportedly transferred, makes no distributions to the purported transferee and does not furnish to the purported transferee any tax or financial information regarding the Company, and (b) shall otherwise use reasonable best efforts to ensure that the Company does not treat the purported transferee as the legal or equitable owner of such interest in the Company, except as otherwise required by law. The Company shall be entitled to seek injunctive relief, at the expense of the putative transferor, to prevent any such purported Transfer.

Non-Compliant Transfer. Unless and until all If a Transfer has been proposed or attempted but the requirements set forth in of this Article 11 10 have not been satisfied with respect to a proposed Transfer (includingsatisfied, as determined in good faith by the Manager, with respect to any transaction which does Company shall not otherwise constitute a Transfer but a purpose of which is to achieve indirectly a result similar to that which would be achieved directly if such transaction were structured admit the purported transferee as a Transfer)substituted Member but, to the Members contrary, shall (ai) shall use reasonable best efforts to ensure that the Company continues continue to treat the transferor as the sole owner of the interest Shares purportedly transferred in the Company purportedly transferredall respects, makes (ii) make no distributions to the purported transferee and, to the fullest extent permitted by law, incur no liability for distributions made in good faith to the transferor and does (iii) not furnish to the purported transferee any tax or financial information regarding the Company, and (b) . The Company shall also not otherwise use reasonable best efforts to ensure that the Company does not treat the purported transferee as the an owner of any Shares (either legal or equitable owner of such interest in the Companyequitable), except as otherwise unless required by law to do so. To the maximum extent permitted by law. The , the Company shall be entitled to seek injunctive relief, at the expense of the putative purported transferor, to prevent any such purported Transfer.