Common use of Prohibited Dispositions Clause in Contracts

Prohibited Dispositions. (a) Any purported Disposition of a Diamond Interest that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, however, that, if Diamond is required to recognize a Disposition of a Diamond Interest that is not a Permitted Transfer, the Transferred Interest shall be strictly limited to the transferor's rights to allocations and Distributions as provided by this Diamond LLC Agreement with respect to the Transferred Interest, which allocations and Distributions may be applied (without limiting any other legal or equitable rights of Diamond) to satisfy any debts or obligations, or liabilities for damages that the transferor or transferee of such Diamond Interest may have to Diamond. (b) To the fullest extent permitted by law, in the case of a Disposition or attempted Disposition of a Diamond Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such Disposition shall be liable to indemnify and hold harmless Diamond and the other Members from all losses, costs, liability, and damages that any of such indemnified Persons may incur (including incremental tax liability and reasonable lawyers' fees and expenses) as a result of such Disposition or attempted Disposition and efforts to enforce the indemnity granted hereby. Diamond LLC Agreement

Appears in 1 contract

Sources: Limited Liability Company Agreement (El Paso Corp/De)

Prohibited Dispositions. (a) Any purported Disposition of a Diamond an Interest that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, however, that, if Diamond Chaparral is required to recognize a Disposition of a Diamond an Interest that is not a Permitted Transfer, the Transferred Interest shall be strictly limited to the transferor's rights to allocations and Distributions distributions as provided by this Diamond Chaparral LLC Agreement with respect to the Transferred Interest, which allocations and Distributions distributions may be applied (without limiting any other legal or equitable rights of DiamondChaparral) to satisfy any debts or obligations, or liabilities for damages that the transferor or transferee of such Diamond Interest may have to Diamond. (b) Chaparral. To the fullest extent permitted by law, in the case of a Disposition or attempted Disposition of a Diamond an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such Disposition shall be liable to indemnify and hold harmless Diamond Chaparral and the other Members from all losses, costs, liability, and damages that any of such indemnified Persons may incur (including incremental tax liability and reasonable lawyers' fees and expenses) as a result of such Disposition or attempted Disposition and efforts to enforce the indemnity granted hereby. Diamond LLC Agreement.

Appears in 1 contract

Sources: Limited Liability Company Agreement (El Paso Corp/De)

Prohibited Dispositions. (a) Any purported Disposition of a Diamond Garnet Interest that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, however, that, if Diamond Garnet is required to recognize a Disposition of a Diamond Garnet Interest that is not a Permitted Transfer, the Transferred Interest shall be strictly limited to the transferor's rights to allocations and Distributions distributions as provided by this Diamond Garnet LLC Agreement with respect to the Transferred Interest, which allocations and Distributions distributions may be applied (without limiting any other legal or equitable rights of DiamondGarnet) to satisfy any debts or obligations, or liabilities for damages that the transferor or transferee of such Diamond Garnet Interest may have to DiamondGarnet. (b) To the fullest extent permitted by law, in the case of a Disposition or attempted Disposition of a Diamond Garnet Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such Disposition shall be liable to indemnify and hold harmless Diamond Garnet and the other Members from all losses, costs, liability, and damages that any of such indemnified Persons may incur (including incremental tax liability and reasonable lawyers' fees and expenses) as a result of such Disposition or attempted Disposition and efforts to enforce the indemnity granted hereby. Diamond LLC Agreement.

Appears in 1 contract

Sources: Limited Liability Company Agreement (El Paso Corp/De)