Common use of Transfers of Interests Clause in Contracts

Transfers of Interests. ARTICLE VIII Transfers of Interests ---------------------- 8.1 Transfer of a Member's Membership Interest. ----------------------------------------------- (a) Except as set forth in the first sentence of Section 8.2, no Member may sell, assign, give, pledge, hypothecate, encumber or otherwise transfer, including, without limitation, any assignment or transfer by operation of law or by order of court, such Member's Membership Interest in the Company, without first complying with the provisions of Section 8.1(b). Any attempted sale, transfer, assignment, pledge or other disposition in contravention of the provisions of this section shall be void and ineffectual and shall not bind, or be recognized, by the Company. (b) Before any Membership Interest or any part thereof may be sold, assigned, gifted, pledged, hypothecated, encumbered or otherwise transferred, including transfer by operation of law or by order of court, the Member holding such Membership Interest proposing such sale or transfer (the "Transferor") shall first give written notice thereof to other Members at least sixty (60) days prior to the proposed date of transfer (the "Transfer Date") stating the proposed transferee, the Membership Interest proposed to be transferred, the purchase price, if any, and the terms of the proposed transaction. The Members receiving such notice (the "Purchasing Members") shall thereupon have the option, but not the obligation, to acquire all, but not less than all, of the Membership Interest proposed to be sold or transferred by the Transferor for the Purchase Price determined pursuant to Section 8.1(d) (the "Purchase Price"). Within thirty (30) days after the giving of such notice by the Transferor, each Purchasing Member shall give written notice ("Purchase Notice") to the Transferor stating whether or not the Purchasing Member elects to exercise the option to purchase and a date and time (the "Closing Date") for the consummation of the purchase not less than sixty (60) or more than ninety (90) days after the giving of the Purchase Notice. If two (2) or more Purchasing Members desire to purchase the Membership Interest proposed to be sold or transferred, then, in the absence of an agreement between or among them, each such Purchasing Member shall purchase the Membership Interest proposed to be sold or transferred in the proportion that its Membership Interest bears to the total Membership Interests of all the Purchasing Members who desire to so purchase. Failure by a Purchasing Member to deliver a Purchase Notice within the time period allowed shall be deemed an election by such Purchasing Member not to exercise such option. If the Purchase Price is determined by appraisal as set forth in Section 8.1(d)(ii), a Purchasing Member may rescind its election to purchase by written notice to the Transferor given within ten (10) days after being notified of the determination of the appraisers. (c) If the Purchasing Members waive in writing their option to purchase or fail to exercise their right to purchase within the time period allowed, the Transferor may transfer such Membership Interest at any time during the 60-day period after the termination of such time period, but only upon the terms and to the transferee stated in its notice delivered pursuant to subsection (b). After such Membership Interest is so transferred, or if the transfer is not consummated within such period, the Membership Interest shall again become subject to the terms of this Agreement. (d) The Purchase Price shall be determined as follows: (i) In the case of a proposed sale or transfer under paragraph (b) to a third party in a bona fide transaction for fair value payable in cash or the equivalent currently or in future installments, the Purchase Price for such Membership Interest shall be the value offered by such third party payable upon the same terms. (ii) In all other cases, including without limitation a proposed transfer or other disposition not constituting a sale described in subsection (i), the Purchase Price shall be the fair market value of the Membership Interest being purchased as of the last day of the month immediately prior to the month during which the Transferor gave its notice. "Fair market value" as of any date shall mean the cash price obtainable in an arm's-length sale between an informed and willing buyer (under no compulsion to purchase) and an informed and willing seller (under no compulsion to sell) of the Membership Interest, based upon the going concern value of the Company, taking into account any minority or non-control discount. If the parties are unable to agree upon the fair market value, such fair market value shall be determined by appraisal as follows: Either party may require appraisal by giving written notice to the other party and appointing an independent appraiser. The other party shall deliver a written notice appointing an independent appraiser within fifteen (15) days after receipt of the notice from the other. The two appraisers so appointed, or if only one appraiser is appointed, that appraiser, shall promptly seek to determine the fair market value. If the two appraisers cannot agree within thirty (30) days of their appointment, a third independent appraiser shall be chosen within ten (10) days thereafter by the mutual consent of such first two appraisers or, if such first two appraisers fail to agree upon the appointment of a third appraiser, such appointment shall be made by the office of the American Arbitration Association nearest to the principal office of the Company, or any organization successor thereto, and shall be a disinterested person qualified in the valuation of business enterprises engaged in the same or similar lines of business as the Company. The three appraisers shall make the determination in accordance with the rules of the American Arbitration Association or any such successor then in effect, and such determination shall be binding and conclusive on the parties. Each party shall pay the costs of its own appraiser and shall share equally in the costs, if any, of a third appraiser and any other costs of arbitration, excluding their own costs.

Transfers of Interests. ARTICLE VIII Transfers of Interests ---------------------- 8.1 7.1 Transfer of a Member's Membership Interest. -----------------------------------------------. (a1) Except as set forth in the first sentence of Section 8.2, no Member may sell, assign, give, pledge, hypothecate, encumber or otherwise transfer, including, without limitation, any assignment or transfer by operation of law or by order of court, such Member's Membership Interest in the Company or any part thereof, or in all or any part of the assets of the Company, without first complying a prior written consent of a majority of the Managers and in accordance with the provisions terms of Section 8.1(b8. l(b). The granting or denying of such consent shall be in the Managers' absolute discretion. Any attempted sale, transfer, assignment, pledge or other disposition in contravention of the provisions of this section shall be void and ineffectual and shall not bind, or be recognized, by the Company. (b2) Before After obtaining a prior written consent of a majority of the Managers, but before any Membership Interest or any part thereof may be sold, assigned, gifted, pledged, hypothecated, encumbered or otherwise transferred, including transfer by operation of law or by order of court, the Member holding such Membership Interest proposing such sale or transfer (the "Transferor") shall first give written notice thereof to other Members at least sixty (60) days prior to the proposed date of transfer (the "Transfer Date") stating the proposed transferee, the Membership Interest proposed to be transferred, the purchase price, if any, and the terms of the proposed transaction. The Members receiving such notice (the "Purchasing Members") shall thereupon have the option, but not the obligation, to acquire all, but not less than all, of the Membership Interest proposed to be sold or transferred by the Transferor for the Purchase Price determined pursuant to Section 8.1(d8.1 (d) (the "Purchase Price"). Within thirty (30) days after the giving of such notice by the Transferor, each Purchasing Member shall give written notice ("Purchase Notice") to the Transferor stating whether or not the Purchasing Member he or she elects to exercise the option to purchase and a date and time (the "Closing Date") for the consummation of the purchase not less than sixty (60) or more than ninety (90) days after the giving of the Purchase Notice. If two (2) or more Purchasing Members desire to purchase the Membership Interest proposed to be sold or transferred, then, in the absence of an agreement between or among them, each such Purchasing Member shall purchase the Membership Interest proposed to be sold or transferred in the proportion that its his or her Membership Interest bears to the total Membership Interests of all the Purchasing Members who desire to so purchase. Failure by a Purchasing Member to deliver a Purchase Notice within the time period allowed shall be deemed an election by such Purchasing Member not to exercise such option. If the Purchase Price is determined by appraisal as set forth in Section 8.1(d)(ii), a Purchasing Member may rescind its his or her election to purchase by written notice to the Transferor given within ten (10) days after being notified of the determination of the appraisers. (c3) If the Purchasing Members waive in writing their option to purchase or fail to exercise their right to purchase within the time period allowed, the Transferor may transfer such Membership Interest at any time during the 60-day period after the termination of such time period, but only upon the terms and to the transferee stated in its notice delivered pursuant to subsection (b). After such Membership Interest is so transferred, or if the transfer is not consummated within such period, period the Membership Interest shall again become subject to the terms of this Agreement. (d4) The Purchase Price shall be determined as follows: (i1) In the case of a proposed sale or transfer under paragraph (b) to a third party in a bona fide transaction for fair value payable in cash or the equivalent currently or in future installments, the Purchase Price for such Membership Interest Interests shall be the value offered by such third party payable upon the same terms. (ii2) In all other cases, including without limitation a proposed transfer or other disposition not constituting a sale described in subsection (i), the Purchase Price shall be the fair market value of the Membership Interest being purchased as of the last day of the month immediately prior to the month during which the Transferor transferor gave its his or her notice. "Fair market value" as of any date shall mean the cash price obtainable in an arm's-length sale between an informed and willing buyer (under no compulsion to purchase) and an informed and willing seller (under no compulsion to sell) of the Membership Interest, based upon the going concern value of the Company, taking into account any minority or non-control discount. If the parties are unable to agree upon the fair market value, such fair market value shall be determined by appraisal as follows: Either party may require appraisal by giving written notice to the other party and appointing an independent appraiser. The other party shall deliver a written notice appointing an independent appraiser within fifteen (15) days after receipt of the notice from the other. The two appraisers so appointed, or if only one appraiser is appointed, that appraiser, shall promptly seek to determine the fair market value. If the two appraisers cannot agree within thirty (30) days of their appointment, a third independent appraiser shall be chosen within ten (10) days thereafter by the mutual consent of such first two appraisers or, if such first two appraisers fail to agree upon the appointment of a third appraiser, such appointment shall be made by the Boston office of the American Arbitration Association nearest to the principal office of the CompanyAssociation, or any organization successor thereto, and shall be a disinterested person qualified in the valuation of business enterprises engaged in the same or similar lines of business as the Company. The three appraisers shall make the determination in accordance with the rules of the American Arbitration Association or any such successor then in effect, and such determination shall be binding and conclusive on the parties. Each party shall pay the costs of its own appraiser and shall share equally in the costs, if any, of a third appraiser and any other costs of arbitration, excluding their own costs.

Transfers of Interests. ARTICLE VIII Transfers of Interests ---------------------- 8.1 Transfer of a Member's Membership Interest. ----------------------------------------------- (a) Except as set forth in the first sentence of Section 8.2, no Member The Class II Unitholders may not sell, transfer, assign, give, pledge, hypothecate, encumber gift or otherwise transfertransfer or dispose of any of its Units to any Person without the prior written consent of the Managing Member; provided, includinghowever, without limitation, any assignment that the Class II Unitholders may assign or transfer by operation its Class II Units to a trust or similar arrangement for estate planning purposes, the beneficiaries (other than remote contingent beneficiaries) of law or by order of court, such Member's Membership Interest in which are limited to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and her Immediate Family without the Company, without first complying with the provisions of Section 8.1(b). Any attempted sale, transfer, assignment, pledge or other disposition in contravention prior written consent of the provisions of this section shall Managing Member, provided, that such transferee agrees in writing to be void and ineffectual and shall not bind, or be recognized, bound by the Companyterms hereof. (b) Before any Membership Interest or any part thereof The Class I Unitholders may be soldnot sell, assignedtransfer, giftedassign, pledgedpledge, hypothecatedhypothecate, encumbered gift or otherwise transferredtransfer or dispose of any of its Units to any Person without the prior written consent of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; provided, including however, that the Class I Unitholders may sell, transfer, assign, pledge, hypothecate, gift or otherwise transfer by operation or dispose of law its Class I Units to any direct or by order indirect subsidiary of courtParent without the prior written consent of ▇▇. ▇▇▇▇▇▇▇▇, the Member holding provided, that such Membership Interest proposing such sale or transfer (the "Transferor") shall first give written notice thereof to other Members at least sixty (60) days prior to the proposed date of transfer (the "Transfer Date") stating the proposed transferee, the Membership Interest proposed transferee agrees in writing to be transferred, the purchase price, if any, and bound by the terms hereof. 12 Table of the proposed transaction. The Members receiving such notice (the "Purchasing Members") shall thereupon have the option, but not the obligation, to acquire all, but not less than all, of the Membership Interest proposed to be sold or transferred by the Transferor for the Purchase Price determined pursuant to Section 8.1(d) (the "Purchase Price"). Within thirty (30) days after the giving of such notice by the Transferor, each Purchasing Member shall give written notice ("Purchase Notice") to the Transferor stating whether or not the Purchasing Member elects to exercise the option to purchase and a date and time (the "Closing Date") for the consummation of the purchase not less than sixty (60) or more than ninety (90) days after the giving of the Purchase Notice. If two (2) or more Purchasing Members desire to purchase the Membership Interest proposed to be sold or transferred, then, in the absence of an agreement between or among them, each such Purchasing Member shall purchase the Membership Interest proposed to be sold or transferred in the proportion that its Membership Interest bears to the total Membership Interests of all the Purchasing Members who desire to so purchase. Failure by a Purchasing Member to deliver a Purchase Notice within the time period allowed shall be deemed an election by such Purchasing Member not to exercise such option. If the Purchase Price is determined by appraisal as set forth in Section 8.1(d)(ii), a Purchasing Member may rescind its election to purchase by written notice to the Transferor given within ten (10) days after being notified of the determination of the appraisers.Contents (c) If Any purported sale, assignment, transfer, pledge or conveyance by any Member (including any assignee thereof) of any Units not made strictly in accordance with the Purchasing Members waive in writing their option to purchase or fail to exercise their right to purchase within the time period allowed, the Transferor may transfer such Membership Interest at any time during the 60-day period after the termination of such time period, but only upon the terms and to the transferee stated in its notice delivered pursuant to subsection (b). After such Membership Interest is so transferred, or if the transfer is not consummated within such period, the Membership Interest shall again become subject to the terms provisions of this AgreementArticle VIII shall be entirely null and void ab initio (i.e., from the very beginning). (d) Any Member admitted to the Company subsequent to a transfer pursuant to this Article VIII shall have all the rights and be subject to all the obligations of a Member hereunder. The Purchase Price terms “Nonmanaging Member,” “Nonmanaging Members,” “Managing Member,” “Member” and “Members” used in this Agreement shall be determined as follows: (i) In the case of a proposed sale or transfer under paragraph (b) deemed to a third party in a bona fide transaction for fair value payable in cash or the equivalent currently or in future installments, the Purchase Price for such Membership Interest shall be the value offered by such third party payable upon the same terms. (ii) In all other cases, including without limitation a proposed transfer or other disposition not constituting a sale described in subsection (i), the Purchase Price shall be the fair market value of the Membership Interest being purchased as of the last day of the month immediately prior apply to and include each substituted and additional Member admitted to the month during which the Transferor gave its notice. "Fair market value" as of any date shall mean the cash price obtainable in an arm's-length sale between an informed and willing buyer (under no compulsion Company pursuant to purchase) and an informed and willing seller (under no compulsion to sell) of the Membership Interest, based upon the going concern value of the Company, taking into account any minority or non-control discount. If the parties are unable to agree upon the fair market value, such fair market value shall be determined by appraisal as follows: Either party may require appraisal by giving written notice to the other party and appointing an independent appraiser. The other party shall deliver a written notice appointing an independent appraiser within fifteen (15) days after receipt of the notice from the other. The two appraisers so appointed, or if only one appraiser is appointed, that appraiser, shall promptly seek to determine the fair market value. If the two appraisers cannot agree within thirty (30) days of their appointment, a third independent appraiser shall be chosen within ten (10) days thereafter by the mutual consent of such first two appraisers or, if such first two appraisers fail to agree upon the appointment of a third appraiser, such appointment shall be made by the office of the American Arbitration Association nearest to the principal office of the Company, or any organization successor thereto, and shall be a disinterested person qualified in the valuation of business enterprises engaged in the same or similar lines of business as the Company. The three appraisers shall make the determination in accordance with the rules of the American Arbitration Association or any such successor then in effect, and such determination shall be binding and conclusive on the parties. Each party shall pay the costs of its own appraiser and shall share equally in the costs, if any, of a third appraiser and any other costs of arbitration, excluding their own coststhis Article VIII.

Transfers of Interests. ARTICLE VIII Transfers (i) Neither party may Transfer any of Interests ---------------------- 8.1 Transfer its equity interest in a Development Entity (other than to an Affiliate of a Member's Membership Interest. ----------------------------------------------- such party or to the other party) until the earlier of (ai) Except as set forth in the first sentence of Section 8.2, no Member may sell, assign, give, pledge, hypothecate, encumber or otherwise transfer, including, without limitation, any assignment or transfer by operation of law or by order of court, such Member's Membership Interest in the Company, without first complying with the provisions of Section 8.1(b). Any attempted sale, transfer, assignment, pledge or other disposition in contravention date on which at least fifty (50%) of the provisions of this section shall Intervals to be void built and ineffectual and shall not bindsold at the Component Site have been sold, or be recognized, by (ii) five (5) years after the Companyformation of the Development Entity (the "Holding Period"). (bii) Before any Membership Interest After the Holding Period, a party may Transfer all or any part thereof may be soldof its interest in the Development Entity to a third Person (other than an Affiliate) only with the other party's prior written consent or as otherwise expressly permitted by the terms of this Agreement. (iii) After the Holding Period, assigned, gifted, pledged, hypothecated, encumbered or otherwise transferred, including transfer by operation of law or by order of court, the Member holding such Membership Interest proposing such sale or transfer if a party (the "TransferorSelling Party") shall first give receives a bona fide written notice thereof offer from a Qualified Person to other Members at least sixty (60) days prior to the proposed date of transfer (the "Transfer Date") stating the proposed transferee, the Membership Interest proposed to be transferred, the purchase price, if any, and the terms of the proposed transaction. The Members receiving such notice (the "Purchasing Members") shall thereupon have the option, but not the obligation, to acquire all, but not less than all, of such party's interest in the Membership Interest proposed Development Entity ("Third Party Offer"), and such Selling Party desires to sell all, but not less than all, of such party's interest in the Development Entity, the Selling Party may sell all of its interest in the Development Entity without the consent of the other party, but only after compliance with the terms and conditions set forth in the following paragraph. Any offer to purchase equity or voting interests in a Selling Party that is a corporation, partnership or other form of legal entity that would cause a Change of Control of such entity, shall be sold or transferred treated as an offer to purchase the interest in the Development Entity owned by the Transferor for Selling Party. If a Selling Party desires to accept a Third Party Offer, the Purchase Price determined pursuant Selling Party shall first give written notice to Section 8.1(d) the other member or partner in the Development Entity stating that the Selling Party desires to sell all of its interest in the Development Entity (the "Purchase PriceOffered Interest") for the price and pursuant to the terms of the Third Party Offer, a full description of which shall be attached to the notice. The other party shall have the option to purchase all, but not less than all of the Offered Interest at the price and on the terms contained in the Third Party Offer, for a period of twenty (20) business days after the receipt of the Third Party Offer, such option to be exercised by delivery of written notice to the Selling Party within such twenty (20) business day period. If, at the expiration of the twenty (20) business day period, the other party has not exercised its option to purchase all of the Offered Interest, then the Selling Party shall be free to sell the Offered Interest to the Qualified Person named in the Third Party Offer, provided that such sale is on terms and conditions no more favorable to the Qualified Person than those set forth in the Third Party Offer and such sale is consummated within ninety (90) days following the giving of notice of the Third Party Offer to the other party. (iv) After the Holding Period, if a party (the "Offeror") desires to sell all, but not less than all of the Offeror's interest in a Development Entity, the Offeror may give written notice to the other member of the Development Entity (the "Offeree") offering to sell the Offeror's entire interest in the Development Entity to the Offeree (the "Sale Notice") and setting forth the terms, conditions and purchase price upon which the Offeror is willing to sell its entire interest. During the twenty (20) business day period beginning on the date of receipt of the Sale Notice, the Offeree must either (i) agree to purchase the Offeror's entire interest in the Development Entity for an amount and on the terms and conditions specified in the Sale Notice, or (ii) consent to the sale by the Development Entity of all of its assets to a third Person for a price equal to the purchase price set forth in the Sale Notice divided by the Offeror's percentage ownership interest in the Development Entity. If the Offeree fails to respond within the twenty (20) business day period set forth above, the Offeree shall be deemed to have agreed to purchase the Offeror's entire interest in the Development Entity for the amount and on the terms specified in the Sale Notice. If the Offeree has duly elected to purchase the Offeror's interest, closing of the purchase shall occur at a location designated by the Offeree on such business day and hour as the Offeree requests, but not later than sixty (60) days after the date that the Offeree has agreed or is deemed to have agreed to purchase the Offeror's interest. If the Offeree has consented to the sale by the Development Entity of all of its assets, both parties shall use their best efforts to cause the Development Entity to consummate such a sale and shall mutually cooperate to cause the sale to take place as soon as reasonably practical. (v) Any transaction which results in a Change of Control of a party holding an interest in a Development Entity without compliance with Section 7.1(d)(iii) above shall be deemed to constitute a Transfer of such party's interest in the Development Entity in violation of this Agreement (a "Controlling Interest Transfer"). Within The party that is not the subject of the Controlling Interest Transfer shall have the option, to be exercised at any time within six (6) months after the date of the Controlling Interest Transfer, to purchase the entire interest sold by the Selling Party. The purchase price of such interest shall be the amount paid to the Selling Party in the Change of Control transaction (if the entire interest in the Selling Party was sold) or an amount calculated using the following formula (if less than all of the equity or voting interests in the Selling Party were sold): Purchase Price to be Paid = Amount Received / Percentage of Equity or Voting by Selling Party Interest in Selling Party Acquired The option set forth above may be exercised by the non-Selling Party giving written notice to the Selling Party and the successor to its interest in the Development Entity at any time within the aforesaid six (6) month period. If the option is exercised, the Selling Party or its successor shall Transfer its entire interest in the Development Entity to the other party, free and clear of any and all liens, claims or encumbrances upon payment of the purchase price described above. Closing of such Transfer shall take place at a time and place designated by the non-Selling Party, but not later than thirty (30) days after the giving expiration of such notice the aforesaid six (6) month period. The party making a Transfer pursuant to this Section shall be solely responsible for all costs and expenses incurred by the Transferor, each Purchasing Member shall give written notice ("Purchase Notice") to the Transferor stating whether or not the Purchasing Member elects to exercise the option to purchase and a date and time (the "Closing Date") for the consummation of the purchase not less than sixty (60) or more than ninety (90) days after the giving of the Purchase Notice. If two (2) or more Purchasing Members desire to purchase the Membership Interest proposed to be sold or transferred, then, Development Entity in the absence of an agreement between or among them, each connection with such Purchasing Member shall purchase the Membership Interest proposed to be sold or transferred in the proportion that its Membership Interest bears to the total Membership Interests of all the Purchasing Members who desire to so purchase. Failure by a Purchasing Member to deliver a Purchase Notice within the time period allowed shall be deemed an election by such Purchasing Member not to exercise such option. If the Purchase Price is determined by appraisal as set forth in Section 8.1(d)(ii), a Purchasing Member may rescind its election to purchase by written notice to the Transferor given within ten (10) days after being notified of the determination of the appraisersTransfer. (c) If the Purchasing Members waive in writing their option to purchase or fail to exercise their right to purchase within the time period allowed, the Transferor may transfer such Membership Interest at any time during the 60-day period after the termination of such time period, but only upon the terms and to the transferee stated in its notice delivered pursuant to subsection (b). After such Membership Interest is so transferred, or if the transfer is not consummated within such period, the Membership Interest shall again become subject to the terms of this Agreement. (d) The Purchase Price shall be determined as follows: (i) In the case of a proposed sale or transfer under paragraph (b) to a third party in a bona fide transaction for fair value payable in cash or the equivalent currently or in future installments, the Purchase Price for such Membership Interest shall be the value offered by such third party payable upon the same terms. (ii) In all other cases, including without limitation a proposed transfer or other disposition not constituting a sale described in subsection (i), the Purchase Price shall be the fair market value of the Membership Interest being purchased as of the last day of the month immediately prior to the month during which the Transferor gave its notice. "Fair market value" as of any date shall mean the cash price obtainable in an arm's-length sale between an informed and willing buyer (under no compulsion to purchase) and an informed and willing seller (under no compulsion to sell) of the Membership Interest, based upon the going concern value of the Company, taking into account any minority or non-control discount. If the parties are unable to agree upon the fair market value, such fair market value shall be determined by appraisal as follows: Either party may require appraisal by giving written notice to the other party and appointing an independent appraiser. The other party shall deliver a written notice appointing an independent appraiser within fifteen (15) days after receipt of the notice from the other. The two appraisers so appointed, or if only one appraiser is appointed, that appraiser, shall promptly seek to determine the fair market value. If the two appraisers cannot agree within thirty (30) days of their appointment, a third independent appraiser shall be chosen within ten (10) days thereafter by the mutual consent of such first two appraisers or, if such first two appraisers fail to agree upon the appointment of a third appraiser, such appointment shall be made by the office of the American Arbitration Association nearest to the principal office of the Company, or any organization successor thereto, and shall be a disinterested person qualified in the valuation of business enterprises engaged in the same or similar lines of business as the Company. The three appraisers shall make the determination in accordance with the rules of the American Arbitration Association or any such successor then in effect, and such determination shall be binding and conclusive on the parties. Each party shall pay the costs of its own appraiser and shall share equally in the costs, if any, of a third appraiser and any other costs of arbitration, excluding their own costs.

Transfers of Interests. ARTICLE VIII Transfers of Interests ---------------------- 8.1 Transfer of a Member's Membership Interest. ----------------------------------------------- (a) Except as set forth in the first sentence of Section 8.2, no Member The Class II Unitholders may not sell, transfer, assign, give, pledge, hypothecate, encumber gift or otherwise transfertransfer or dispose of any of its Units to any Person without the prior written consent of the Managing Member; provided, includinghowever, without limitation, any assignment that the Class II Unitholders may assign or transfer by operation its Class II Units to a trust or similar arrangement for estate planning purposes, the beneficiaries (other than remote contingent beneficiaries) of law or by order of court, such Member's Membership Interest in which are limited to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and her Immediate Family without the Company, without first complying with the provisions of Section 8.1(b). Any attempted sale, transfer, assignment, pledge or other disposition in contravention prior written consent of the provisions of this section shall Managing Member, provided, that such transferee agrees in writing to be void and ineffectual and shall not bind, or be recognized, bound by the Companyterms hereof. (b) Before any Membership Interest or any part thereof The Class I Unitholders may be soldnot sell, assignedtransfer, giftedassign, pledgedpledge, hypothecatedhypothecate, encumbered gift or otherwise transferredtransfer or dispose of any of its Units to any Person without the prior written consent of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; provided, including however, that the Class I Unitholders may sell, transfer, assign, pledge, hypothecate, gift or otherwise transfer by operation or dispose of law its Class I Units to any direct or by order indirect subsidiary of courtParent without the prior written consent of ▇▇. ▇▇▇▇▇▇▇▇, the Member holding provided, that such Membership Interest proposing such sale or transfer (the "Transferor") shall first give written notice thereof to other Members at least sixty (60) days prior to the proposed date of transfer (the "Transfer Date") stating the proposed transferee, the Membership Interest proposed transferee agrees in writing to be transferred, the purchase price, if any, and bound by the terms of the proposed transaction. The Members receiving such notice (the "Purchasing Members") shall thereupon have the option, but not the obligation, to acquire all, but not less than all, of the Membership Interest proposed to be sold or transferred by the Transferor for the Purchase Price determined pursuant to Section 8.1(d) (the "Purchase Price"). Within thirty (30) days after the giving of such notice by the Transferor, each Purchasing Member shall give written notice ("Purchase Notice") to the Transferor stating whether or not the Purchasing Member elects to exercise the option to purchase and a date and time (the "Closing Date") for the consummation of the purchase not less than sixty (60) or more than ninety (90) days after the giving of the Purchase Notice. If two (2) or more Purchasing Members desire to purchase the Membership Interest proposed to be sold or transferred, then, in the absence of an agreement between or among them, each such Purchasing Member shall purchase the Membership Interest proposed to be sold or transferred in the proportion that its Membership Interest bears to the total Membership Interests of all the Purchasing Members who desire to so purchase. Failure by a Purchasing Member to deliver a Purchase Notice within the time period allowed shall be deemed an election by such Purchasing Member not to exercise such option. If the Purchase Price is determined by appraisal as set forth in Section 8.1(d)(ii), a Purchasing Member may rescind its election to purchase by written notice to the Transferor given within ten (10) days after being notified of the determination of the appraisershereof. (c) If Any purported sale, assignment, transfer, pledge or conveyance by any Member (including any assignee thereof) of any Units not made strictly in accordance with the Purchasing Members waive in writing their option to purchase or fail to exercise their right to purchase within the time period allowed, the Transferor may transfer such Membership Interest at any time during the 60-day period after the termination of such time period, but only upon the terms and to the transferee stated in its notice delivered pursuant to subsection (b). After such Membership Interest is so transferred, or if the transfer is not consummated within such period, the Membership Interest shall again become subject to the terms provisions of this AgreementArticle VIII shall be entirely null and void ab initio (i.e., from the very beginning). (d) Any Member admitted to the Company subsequent to a transfer pursuant to this Article VIII shall have all the rights and be subject to all the obligations of a Member hereunder. The Purchase Price terms “Nonmanaging Member,” “Nonmanaging Members,” “Managing Member,” “Member” and “Members” used in this Agreement shall be determined as follows: (i) In the case of a proposed sale or transfer under paragraph (b) deemed to a third party in a bona fide transaction for fair value payable in cash or the equivalent currently or in future installments, the Purchase Price for such Membership Interest shall be the value offered by such third party payable upon the same terms. (ii) In all other cases, including without limitation a proposed transfer or other disposition not constituting a sale described in subsection (i), the Purchase Price shall be the fair market value of the Membership Interest being purchased as of the last day of the month immediately prior apply to and include each substituted and additional Member admitted to the month during which the Transferor gave its notice. "Fair market value" as of any date shall mean the cash price obtainable in an arm's-length sale between an informed and willing buyer (under no compulsion Company pursuant to purchase) and an informed and willing seller (under no compulsion to sell) of the Membership Interest, based upon the going concern value of the Company, taking into account any minority or non-control discount. If the parties are unable to agree upon the fair market value, such fair market value shall be determined by appraisal as follows: Either party may require appraisal by giving written notice to the other party and appointing an independent appraiser. The other party shall deliver a written notice appointing an independent appraiser within fifteen (15) days after receipt of the notice from the other. The two appraisers so appointed, or if only one appraiser is appointed, that appraiser, shall promptly seek to determine the fair market value. If the two appraisers cannot agree within thirty (30) days of their appointment, a third independent appraiser shall be chosen within ten (10) days thereafter by the mutual consent of such first two appraisers or, if such first two appraisers fail to agree upon the appointment of a third appraiser, such appointment shall be made by the office of the American Arbitration Association nearest to the principal office of the Company, or any organization successor thereto, and shall be a disinterested person qualified in the valuation of business enterprises engaged in the same or similar lines of business as the Company. The three appraisers shall make the determination in accordance with the rules of the American Arbitration Association or any such successor then in effect, and such determination shall be binding and conclusive on the parties. Each party shall pay the costs of its own appraiser and shall share equally in the costs, if any, of a third appraiser and any other costs of arbitration, excluding their own coststhis Article VIII.