Common use of Substitution of Members Clause in Contracts

Substitution of Members. A transferee of any Membership Unit shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive Committee, securities law and tax law requirements hereof are met (ii) such Person executes an instrument satisfactory to the Executive Committee accepting and adopting the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with its admission as a new Member.

Substitution of Members. A transferee of any a Membership Unit shall Interest will have the right to become a substitute Member only if (ia) the requirements of Sections 7.1 9.1 and 7.2 relating to consent 9.2 and any securities or tax requirements of the Executive Committeethis Agreement are met, securities law and tax law requirements hereof are met (iib) such Person executes an instrument satisfactory to the Executive Management Committee accepting and adopting the terms and provisions of this Agreement, and (iiic) such person Person pays any reasonable expenses in connection with its admission as a new Member. The admission of a substitute Member will not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any Membership Unit Units shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to unanimous consent of the Executive CommitteeMembers, securities law and tax law requirements hereof are met met, (ii) such Person executes an instrument satisfactory to the Executive Committee Managers accepting and adopting the terms and provisions of this Agreement, and (iii) such person Person pays any reasonable expenses in connection with its his admission as a new Member. The admission of a substitute Member shall not result in the release of the Member who assigned the Unit(s) from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any a Membership Unit Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive CommitteeMembers, securities law and tax law requirements hereof are met met, (ii) such Person executes an instrument reasonably satisfactory to the Executive Committee Manager accepting and adopting the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with its his or her admission as a new Member. The admission of a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any a Membership Unit Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive CommitteeMembers is given in accordance with Section 6.1, securities law and tax law requirements hereof are met (ii) such Person person executes an instrument satisfactory to the Executive Committee Members accepting and adopting the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with its his or her admission as a new Member. The admission of a substitute Member shall not release the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any a Membership Unit Interest shall have the right to become a substitute Member only if (ia) the requirements of Sections 7.1 and 7.2 above relating to unanimous consent of the Executive CommitteeMembers, securities law and tax law requirements hereof are met met, (iib) such the Person executes an instrument satisfactory to the Executive Committee Manager accepting and adopting the terms and provisions of this Agreement, and (iiic) such person the Person pays any reasonable expenses in connection with its admission as a new Member. The admission of a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability such Member may have to the LLC.

Substitution of Members. A transferee of any a Membership Unit Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to unanimous consent of the Executive CommitteeMembers, securities law and tax law requirements hereof are met met, (ii) such Person executes an instrument satisfactory to the Executive Committee Manager accepting and adopting the terms and provisions of this Agreement, and (iii) such person Person pays any reasonable expenses in connection with its his admission as a new Member. The admission of a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any Membership Unit an Interest shall have the right ----------------------- to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 Section 13.1 relating to consent of the Executive Committee, other Member and compliance with Sections 13.4 and 13.5 and securities law and tax law requirements hereof are met met, (ii) such Person person executes an instrument satisfactory to the Executive Committee remaining Members accepting and adopting the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with its admission as a new Member. Any transferee of an Interest in Company shall take subject to the restrictions on transfer imposed by this Agreement.

Substitution of Members. A transferee of any Membership Unit an Interest shall have the right to become a substitute substituted Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive Committeethis Article VII are met, securities law and tax law requirements hereof are met (ii) such Person executes an instrument satisfactory to the Executive Committee Manager accepting and adopting the terms and provisions of this Agreement, and (iii) such person Person pays any all reasonable expenses in connection with its his or her admission as a new Member. The admission of a substitute Member shall not result in the release of the Member who assigned the Interest from any liability or obligation that such Member may have to the Company.

Substitution of Members. A transferee of any Membership Unit a membership interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent of a majority interest of the Executive CommitteeMembers and the Managers is obtained, (ii) securities law and tax law requirements hereof are met met, (iiiii) such Person person executes an instrument satisfactory to the Executive Committee Managers accepting and adopting the terms and provisions of this Agreement, and (iiiiv) such person pays any reasonable expenses in connection with its the person's admission as a new Member.

Substitution of Members. A transferee of any a Membership Unit Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent of all the Executive CommitteeMembers is given, securities law and tax law requirements hereof are met (ii) such Person person executes an instrument satisfactory to the Executive Committee Members accepting and adopting the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with its his or her admission as a new Membermember. The admission of a substitute Member shall not release the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any Membership Unit a membership interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive CommitteeManager is given in accordance with Section 6.1, securities law and tax law requirements hereof are met (ii) such Person person executes an instrument satisfactory to the Executive Committee Manager accepting and adopting the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with its admission as a new Member. The admission of a substitute Member shall not result in the release of the Member who assigned the membership interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee Transferee of any a Membership Unit Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive CommitteeBoard, securities law and tax law requirements hereof are met met, (ii) such Person executes an instrument satisfactory to the Executive Committee Board accepting and adopting the terms and provisions of this Agreement, and (iii) such person Person pays any reasonable expenses in connection with his, her or its admission as a new Member. The admission of a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any Membership Unit an Interest shall have the right to become a substitute Member only if (ia) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive CommitteeMembers is given in accordance with Section 6.1, securities law and tax law requirements hereof are met (iib) such Person executes transferee complies with the requirement in Section 6.1 by executing an instrument satisfactory to Parent in which the Executive Committee accepting transferee accepts and adopting adopts the terms and provisions of this Agreement, and (iiic) such person transferee pays any reasonable expenses in connection with its admission as a new substitute Member. The admission of a substitute Member shall not release the Member who assigned the Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any a Membership Unit Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to unanimous consent of the Executive CommitteeMembers, securities law and tax law requirements hereof are met met, (ii) such Person executes an instrument satisfactory to the Executive Committee Managers accepting and adopting the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with its his or her admission as a new Member. The admission of a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any a Membership Unit Interest shall ----------------------- have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive Committeeremaining Members is given in accordance with Section 6.1, securities law and tax law requirements hereof are met (ii) such Person person executes an instrument satisfactory to the Executive Committee accepting and adopting remaining Members agreeing to all of the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with its his or her admission as a new Member. The admission of a substitute Member shall not release the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any a Membership Unit Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive CommitteeMembers is given in accordance with Section 6.1, securities law and tax law requirements hereof are met (ii) such Person transferee executes an instrument satisfactory to the Executive Committee Members accepting and adopting the terms and provisions of this Agreement, and (iii) such person transferee pays any reasonable expenses in connection with its such transferee's admission as a new Member. The admission of a substitute Member shall not release the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any a Membership Unit Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive Committee, securities law and tax law requirements hereof are met met, (ii) such Person executes an instrument satisfactory to the Executive Committee Manager accepting and adopting the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with its his or her admission as a new Member. The admission of a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any Membership Unit a membership interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive CommitteeManager is given in accordance with Section 6.1, securities law and tax law requirements hereof are met (ii) such Person person executes an instrument satisfactory to the Executive Committee Manager accepting and adopting the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with its his admission as a new Member. The admission of a substitute Member shall not result in the release of the Member who assigned the membership interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any a Membership Unit Interest ----------------------- shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive CommitteeBoard of Directors is given in accordance with Section 5.1, securities law and tax law requirements hereof are met (ii) such Person transferee executes an instrument satisfactory to the Executive Committee Board of Directors accepting and adopting the terms and provisions of this Agreement, and (iii) such person transferee pays any reasonable expenses in connection with his, her or its admission as a new Member. The admission of a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any Membership Unit a Member's Interest pursuant to this Agreement shall have the right to become a substitute Member only if (i) approved by the requirements of Sections 7.1 and 7.2 relating to consent of Manager or, if there is no Manager, by the Executive CommitteeClass A Member, securities law and tax law requirements hereof are met (ii) such Person executes an instrument satisfactory to the Executive Committee Manager or Class A Member, as the case may be) accepting and adopting the terms and provisions of this Agreement, and (iii) such person Person pays any reasonable expenses in connection with its such Person’s admission as a new substitute Member. The admission of a substitute Member shall not release the Member who assigned the Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any a Membership Unit Interest shall ----------------------- have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to unanimous consent of the Executive CommitteeMembers, securities law and tax law requirements hereof are met met, (ii) such Person executes an instrument satisfactory to the Executive Committee Members accepting and adopting the terms and provisions of this Agreement, and (iii) such person Person pays any reasonable expenses in connection with its his admission as a new Member. The admission of a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any a Membership Unit Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive CommitteeMembers is given in accordance with Section 6.1, securities law and tax law requirements hereof are met (ii) such Person substitute Member executes an instrument satisfactory to the Executive Committee Members accepting and adopting the terms and provisions of this Agreement, and (iii) such person Substitute Member pays any reasonable expenses in connection with its admission as a new Member. The admission of a substitute Member shall not release the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any a Membership Unit Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 8.1 and 7.2 relating to consent of the Executive Committee, securities law and tax law requirements 8.2 hereof are met met, (ii) such Person executes an instrument satisfactory to the Executive Committee accepting a Joinder Agreement and adopting the terms and provisions provides a Consent of this AgreementSpouse, if applicable, and (iii) such person pays any reasonable expenses in connection with its its, his or her admission as a new Member. The admission of a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any a Membership Unit Interest shall ----------------------- have the right to become a substitute Member only if if: (i) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive Committee, securities law and tax law requirements hereof are met Members is given in accordance with Section 10.1; (ii) such Person person executes an instrument satisfactory to the Executive Committee Members accepting and adopting the terms and provisions of this Agreement, ; and (iii) such person pays any reasonable expenses (including, without limitation, reasonable attorneys' fees and costs) in connection with its admission as a new Member. The admission of a substitute Member shall not release the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any a Membership Unit Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent this Section 8 are met, the admission of the Executive Committee, securities law and tax law requirements hereof are met (ii) such Person executes an instrument satisfactory as a substitute Member is unanimously approved by the Members, such Person agrees to the Executive Committee accepting and adopting be bound by the terms and provisions of this Agreement, and (iii) such person Person pays any reasonable expenses in connection with its admission as a new substitute Member. The admission of a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any a Membership Unit Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to unanimous consent of the Executive CommitteeMembers, securities law and tax law requirements hereof are met met, (ii) such Person executes an instrument satisfactory to the Executive Committee Managers accepting and adopting the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with its admission as a new Member.and

Substitution of Members. A transferee of any a Membership Unit Interest shall have the right to become a substitute Member (a "SUBSTITUTE MEMBER") only if (ia) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive Committeesuch transfer is permitted under SECTION 5.1, securities law and tax law requirements hereof are met (iib) such Person executes an a legally binding instrument satisfactory to the Executive Committee accepting and adopting all of the terms and provisions of this Agreement, and (iiic) such person Person pays any reasonable expenses actually incurred by the Company in connection with its the admission as of a new Member. The admission of a Substitute Member shall not release the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

Substitution of Members. A transferee of any a Membership Unit Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to consent of the Executive Committeeremaining Members is given in accordance with Section 6.1, securities law and tax law requirements hereof are met (ii) such Person person executes an instrument satisfactory to the Executive Committee accepting and adopting remaining Members agreeing to all of the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with its his or her admission as a new Member. The admission of a substitute Member shall not release the Member who assigned the Membership Interest from any liability that such Member may have to the Company.