Conditions to Transfers. The Depositor shall transfer to the Trust the Contracts and other Transferred Assets described in Section 2.01 above only upon the satisfaction of each of the following conditions on or prior to the Closing Date and shall be deemed to have represented in respect of the Closing Date that all such conditions are satisfied upon the Depositor's delivery of the Transfer Agreement:
Conditions to Transfers. The Board of Directors may condition its consent to a Transfer under Section 11.3(a) hereof on the Transfer meeting each of the following conditions:
Conditions to Transfers. Except as otherwise provided in this Article IX, all Transfers permitted hereby shall be subject to the satisfaction of the following requirements:
Conditions to Transfers. A Transfer will not be treated as a Transfer permitted under Section 11.1 hereof, Section 11.2 hereof, or Section 11.6 hereof unless and until all of the following conditions are satisfied:
Conditions to Transfers. A Transfer shall not be permitted under this Agreement unless and until the following conditions are satisfied:
Conditions to Transfers. A Member shall be entitled to make a Transfer of all or any portion of its Interests pursuant to Section 9.2(a)(iii) only upon the Managers' determination, which determination the Managers shall make in their sole and absolute discretion, that the Transfer meets each of the following conditions:
Conditions to Transfers. (a) No direct or indirect Transfer of any Membership Interest shall be made if such direct or indirect Transfer would (i) violate any laws, rules or regulations applicable to the Company or any of its Subsidiaries (including the then-applicable federal or state securities laws or rules and regulations of the SEC, any state securities commission or any other governmental authority with jurisdiction over such direct or indirect Transfer), (ii) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation, (iii) cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed) or (iv) constitute a breach or violation of, or an event of default under, or give rise to any right of termination, acceleration or redemption under, or require any consent from any third Person under (A) any credit agreement, loan agreement, indenture, mortgage, deed of trust or other similar instrument or document governing Indebtedness of the Company or any of its Subsidiaries or (B) any other material contract, instrument, permit, authorization, license, easement, variance, exemption or approval of the Company or any of its Subsidiaries, but only if, in either case (A) or (B), such agreement, indenture, mortgage, deed of trust, instrument, document, contract, instrument, permit, authorization, license easement, variance, exemption, or approval was either in place as of the Effective Date or approved by a Director designated by the Member whose Membership Interest is subject to such direct or indirect Transfer, and unless, in either case (A) or (B), either (x) a waiver of such breach, violation, event of default or right, or such consent, as the case may be, has been obtained prior to such direct or indirect Transfer or (y) if such waiver or consent has not been obtained prior to such direct or indirect Transfer, the Transferor and the Transferee jointly and severally agree to indemnify the Company and its Subsidiaries for any consequences relating thereto, in form and substance reasonably satisfactory to the Company.
Conditions to Transfers. In addition to all other terms and conditions contained in this Article II and the Shareholders Agreement, no Transfers (including, for the avoidance of doubt, any Transfers made after the third (3rd) anniversary of the Closing) shall be completed or effective for any purpose unless the following conditions are satisfied:
Conditions to Transfers. It shall be a condition of the Transfer of any Ownership Interests (i) to any Person, that such Transfer shall not be effected if such Transfer would violate applicable Law or would cause the Company to become a “publicly traded partnership” within the meaning of Section 7704(b) of the Code, and (ii) to any Person who is not a party to this Agreement, that such Person sign a joinder to this Agreement binding such Person to the provisions of this Agreement.
Conditions to Transfers. If the Managing Member or the Board, as applicable, has consented to a Transfer, or a Transfer is to a Permitted Transferee pursuant to Section 9.02(a), such Transfer may be made only if (a) the provisions of Section 9.01 do not otherwise prohibit the Transfer, (b) a duly executed and acknowledged counterpart of the instrument effecting such Transfer, in form and substance satisfactory to the Managing Member or the Board, as applicable, shall have been delivered to the Managing Member or the Board, respectively, and the transferring Member shall have indicated such intention of substitution in the instrument effecting such Transfer, (c) the assignee shall have expressly agreed to be bound by the provisions of this Agreement and to assume all of the obligations imposed upon Members hereunder, (d) the transferring Member and the assignee shall have executed or delivered such other instruments as the Managing Member or the Board, as applicable, may deem necessary or desirable to effectuate such admission, including, but not limited to, an opinion of counsel that the Transfer complies with the registration provisions of the Securities Act or an exemption therefrom, and (e) the transferring Member or assignee shall have paid all reasonable expenses and legal fees relating to the Transfer and the assignee’s admission as a Member, including, but not limited to, the cost of any required counsel’s opinion.
