Common use of Overall Transfer Prohibitions Clause in Contracts

Overall Transfer Prohibitions. (a) Notwithstanding anything to the contrary herein contained, except for a Transfer pursuant to Section 10.2 or Section 10.3 hereof, no interest in the Company may be Transferred if the non-Transferring Member delivers to the Member desiring to effect such Transfer an opinion of counsel with such experience and expertise with respect to the subject matter of the opinion as is reasonably acceptable to the Transferring Member, that the Transfer would impose material adverse tax or legal consequences upon the Company or any non-Transferring Member as a result thereof, including, without limitation, resulting in a default under any Loan (which is deemed for those purposes to have such a material adverse effect).

Overall Transfer Prohibitions. (a) Notwithstanding anything to the contrary herein contained, except for a Transfer pursuant to Section 10.2 or Section 10.3 hereof, no interest in the Company may be Transferred if the non-Transferring Member delivers to the Member desiring to effect such Transfer an opinion of counsel with such experience and expertise with respect to the subject matter of the opinion as is reasonably acceptable to the Transferring Member, that the Transfer would impose material adverse tax or legal consequences upon the Company or any non-Transferring Member as a result thereof, including, without limitation, resulting in a default under any Loan (which is deemed for those purposes to have such a material adverse effect).

Overall Transfer Prohibitions. (a) Notwithstanding anything to the contrary herein contained, except for a Transfer pursuant to Section 10.2 or Section 10.3 Sections 10.1(c)(iv) and (v) hereof, no interest in the Company may be Transferred Transferred, directly or indirectly, if the non-Transferring Member Member(s) delivers to the Member desiring to effect such Transfer an opinion of counsel counsel, with such reasonable experience and expertise with respect to the subject matter of the opinion as is reasonably acceptable to the Transferring Memberopinion, that the Transfer would impose material adverse tax or legal consequences upon the Company or any non-Transferring Member Member(s) as a result thereof, including, without limitation, including resulting in a default under any Loan (which is deemed for those purposes to have such a material adverse effect), except that, if the opinion states that the Transfer would effect no material adverse tax or legal consequences, other than a tax termination of the Company, the interest in the Company may be transferred.