Conditions Precedent to Permitted Transfers Sample Clauses

Conditions Precedent to Permitted Transfers. In addition to the other conditions of this Article IX, all of the following conditions must be satisfied to Transfer Units:
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Conditions Precedent to Permitted Transfers. Any Transfer of Units shall not be treated as a Permitted Transfer under Section 8.2 hereof unless and until the following conditions are satisfied:‌
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Conditions Precedent to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 9.2 above unless and until the Directors have approved such Transfer as set forth in Section 9.2 and all of the following conditions have been satisfied:
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Conditions Precedent to Permitted Transfers. Any Transfer of Units shall not be treated as a Permitted Transfer under Section 8.2 hereof unless and until the following conditions are satisfied: Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to the Company's counsel. In all cases, the Company shall be reimbursed by the transferor or transferee for all costs and expenses that the Company reasonably incurs in connection with such Transfer. The transferor and transferee shall furnish the Company with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until it has received such information. The Company shall have received an opinion of counsel satisfactory to it (or shall have waived such requirement) that the effect of such transfer or disposition would not: Result in termination of the Company under Section 708 of the Code; Result in violation of the Securities Act or any comparable state law; Require the Company to register as an investment company under the Investment Company Act of 1940, as amended; Require the Company, the Manager or any member of the Manager to register as an investment advisor under the Investment Advisors Act of 1940, as amended; Result in a violation of any law, rule or regulation by the Member, the Company, the Manager or any member of the Manager; or Cause the Company to be deemed to be a publicly traded partnership as such term is defined in Section 7704(b) of the Code. Such legal opinion shall be provided to the Company by the transferring Member or the proposed transferee. Any costs associated with such opinion shall be borne by the transferring Member or the proposed transferee. Upon...
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Related to Conditions Precedent to Permitted Transfers

  • Conditions Precedent to Consummation of the Distribution Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Parent, of the following conditions:

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date:

  • Conditions Precedent to Effectiveness of Agreement Each of the following is a condition precedent to the effectiveness of this Agreement:

  • Conditions Precedent to Effectiveness of this Agreement This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date:

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

  • Conditions Precedent to Purchase The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of such purchase those documents listed on Schedule A and (b) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.

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