Common use of Non-Compliant Transfer Clause in Contracts

Non-Compliant Transfer. If a Transfer has been proposed or attempted but the requirements of this Article 9 have not been satisfied, the Company shall not admit the purported transferee as a substituted Member but, to the contrary, shall ensure that the Company (a) continues to treat the transferor as the sole owner of the Units purportedly transferred; (b) makes no distributions to the purported transferee; and (c) does not furnish to the purported transferee any tax or financial information regarding the Company. The Company shall also not otherwise treat the purported transferee as an owner of any Units (either legal or equitable), unless required by law to do so. To the maximum extent permitted by law, the Company shall be entitled to seek injunctive relief, at the expense of the purported transferor, to prevent any such purported Transfer.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (Goldman Sachs Private Markets Fund 2018 LLC), Limited Liability Company Agreement (Goldman Sachs Private Markets Fund 2018 (B) LLC), Limited Liability Company Agreement (Goldman Sachs Private Markets Fund 2018 (A) LLC)

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Non-Compliant Transfer. If a Transfer has been proposed or attempted but the requirements of this Article 9 have not been satisfied, the Company shall not admit the purported transferee as a substituted Member but, to the contrary, shall ensure that the Company (a) continues to treat the transferor as the sole owner of the Units purportedly transferred; , (b) makes no distributions to the purported transferee; transferee and (c) does not furnish to the purported transferee any tax or financial information regarding the Company. The Company shall also not otherwise treat the purported transferee as an owner of any Units (either legal or equitable), unless required by law to do so. To the maximum extent permitted by law, the Company shall be entitled to seek injunctive relief, at the expense of the purported transferor, to prevent any such purported Transfer.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (West Bay BDC LLC), Limited Liability Company Agreement (Phillip Street Middle Market Lending Fund LLC), Limited Liability Company Agreement (Goldman Sachs Private Middle Market Credit LLC)

Non-Compliant Transfer. If a Transfer has been proposed or attempted but the requirements of this Article 9 10 have not been satisfied, the Company shall not admit the purported transferee as a substituted Member but, to the contrary, shall ensure that the Company (a) continues to treat the transferor as the sole owner of the Units purportedly transferred; , (b) makes no distributions to the purported transferee; transferee and (c) does not furnish to the purported transferee any tax or financial information regarding the Company. The Company shall also not otherwise treat the purported transferee as an owner of any Units (either legal or equitable), unless required by law to do so. To the maximum extent permitted by law, the Company shall be entitled to seek injunctive relief, at the expense of the purported transferor, to prevent any such purported Transfer.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (TCW Star Direct Lending LLC), Limited Liability Company Agreement (TCW Direct Lending VIII LLC), Limited Liability Company Agreement (TCW Direct Lending VIII LLC)

Non-Compliant Transfer. If a Transfer has been proposed or attempted but the requirements of this Article 9 10 have not been satisfied, the Company shall not admit the purported transferee as a substituted Member but, to the contrary, shall ensure that the Company (ai) continues continue to treat the transferor as the sole owner of the Units purportedly transferred; transferred in all respects, (bii) makes make no distributions to the purported transferee; transferee and incur no liability for distributions made in good faith to the transferor and (ciii) does not furnish to the purported transferee any tax or financial information regarding the Company. The Company shall also not otherwise treat the purported transferee as an owner of any Units (either legal or equitable), unless required by law to do so. To the maximum extent permitted by law, the Company shall be entitled to seek injunctive relief, at the expense of the purported transferor, to prevent any such purported Transfer.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (North Haven Private Income Fund a LLC), Liability Company Agreement (North Haven Private Income Fund LLC)

Non-Compliant Transfer. If a Transfer has been proposed or attempted but the requirements of this Article 9 have not been satisfied, the Company shall not admit the purported transferee as a substituted Member but, to the contrary, shall ensure that the Company (ai) continues continue to treat the transferor as the sole owner of the Units purportedly transferred; transferred in all respects, (bii) makes make no distributions to the purported transferee; transferee and incur no liability for distributions made in good faith to the transferor and (ciii) does not furnish to the purported transferee any tax or financial information regarding the Company. The Company shall also not otherwise treat the purported transferee as an owner of any Units (either legal or equitable), unless required by law to do so. To the maximum extent permitted by law, the Company shall be entitled to seek injunctive relief, at the expense of the purported transferor, to prevent any such purported Transfer.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (LGAM Private Credit LLC), Limited Liability Company Agreement (T Series Middle Market Loan Fund LLC)

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Non-Compliant Transfer. If a Transfer has been proposed or attempted but the requirements of this Article 9 10 have not been satisfied, the Company shall not admit the purported transferee as a substituted Member but, to the contrary, shall ensure that the Company (ai) continues continue to treat the transferor as the sole owner of the Units Shares purportedly transferred; transferred in all respects, (bii) makes make no distributions to the purported transferee; transferee and incur no liability for distributions made in good faith to the transferor and (ciii) does not furnish to the purported transferee any tax or financial information regarding the Company. The Company shall also not otherwise treat the purported transferee as an owner of any Units Shares (either legal or equitable), unless required by law to do so. To the maximum extent permitted by law, the Company shall be entitled to seek injunctive relief, at the expense of the purported transferor, to prevent any such purported Transfer.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Andalusian Credit Company, LLC)

Non-Compliant Transfer. If a Transfer has been proposed or attempted but the requirements of this Article 9 have not been satisfied, the Company shall not admit the purported transferee as a substituted Member but, to the contrary, shall ensure that the Company (a) continues to treat the transferor as the sole owner of the Common Units purportedly transferred; , (b) makes no distributions to the purported transferee; transferee and (c) does not furnish to the purported transferee any tax or financial information regarding the Company. The Company shall also not otherwise treat the purported transferee as an owner of any Common Units (either legal or equitable), unless required by law to do so. To the maximum extent permitted by law, the Company shall be entitled to seek injunctive relief, at the expense of the purported transferor, to prevent any such purported Transfer.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Oaktree Gardens OLP, LLC)

Non-Compliant Transfer. If a Transfer has been proposed or attempted but the requirements of this Article 9 Section 16 have not been satisfied, the Company shall not admit the purported transferee as a substituted Member but, to the contrary, shall ensure that the Company (a) continues to treat the transferor as the sole owner of the Units purportedly transferred; , (b) makes no distributions to the purported transferee; transferee and (c) does not furnish to the purported transferee any tax or financial information regarding the Company. The Company shall also not otherwise treat the purported transferee as an owner of any Units (either legal or equitable), unless required by law to do so. To the maximum extent permitted by law, the Company shall be entitled to seek injunctive relief, at the expense of the purported transferor, to prevent any such purported Transfer.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Kayne Anderson BDC, LLC)

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