Common use of Prohibited Transfers Clause in Contracts

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatsoever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the Directors, in their sole discretion, elect to recognize a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer under this Section 10 shall be null and void and of no force or effect whatsoever; provided that, if the Company is required to recognize such a Transfer that is not a Permitted Transfer the Act or other applicable law (or if the DirectorsGovernors, in their sole discretion, elect to recognize such a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s Membership Economic Interests Financial Rights as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests Financial Right may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer permitted under this Section shall be null and void and of no force or effect whatsoever; provided that, if the Company is required to recognize such a Transfer that is not a Permitted Transfer (or if the Directors, in their sole discretion, elect to recognize such a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s 's Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transferpermitted under this Section, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ ' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units an Interest that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsCompany, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), the Units Transferred Interest transferred shall be strictly limited to the transferor’s Membership Economic Interests 's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterest, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that the Company or any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ ' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby. Any indemnification payments made to the Company under this Section 12.4, to the extent paid with respect to costs, liabilities or other damages incurred by a Member, shall immediately be paid by the Company to such Member.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer under this Section 10 shall be null and void and of no force or effect whatsoever; provided that, if the Company is required to recognize such a Transfer that is not a Permitted Transfer under the Act or other applicable law (or if the DirectorsGovernors, in their sole discretion, elect to recognize such a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s Membership Economic Interests Financial Rights as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests Financial Right may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units a Membership Interest that is not a Permitted Transfer made in accordance with the terms of this Article XIX shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company is required to recognize a any such Transfer that is not a Permitted Transfer (or if made in accordance with the Directors, in their sole discretion, elect to recognize a Transfer that is not a Permitted Transfer)terms of this Article XIX, the Units Membership Interest or any portion thereof Transferred shall be strictly limited to the transferor’s Membership Economic Interests 's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsMembership Interest or any portion thereof, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest interest may have to the Company. In the case of a Transfer or attempted Transfer of Units Membership Interest or any portion thereof that is not a Permitted Transfermade in accordance with the terms of this Article XIX, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from against all costclaims, liabilitycosts, liabilities, and damage damages that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, reasonable lawyers’ fees ' fees, and expenses) as incurred as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units a Membership Interest that is not a Permitted Transfer shall be null and void and of no force or effect whatsoever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the Directors, in their sole discretion, elect to recognize a Transfer that is not a Permitted Transfer), the Units Membership Interest Transferred shall be strictly limited to the transferor’s Membership Economic Interests rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Membership Interest, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units a Membership Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members Persons may incur (including, without limitation, incremental tax liabilities, liability and lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby. Notwithstanding any provision in this Agreement to the contrary, the Managing Member shall prohibit (i) any Transfer that would result in the Company being treated as a PTP or (ii) any Transfer (other than a Transfer by RBDB) that would result in a violation of the requirements of Section 11.3(b).

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatsoever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the Directors, in their sole discretion, elect to recognize a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s 's Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ ' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units an Interest that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the Directors, in their sole discretion, elect to recognize a Transfer that is not a Permitted Transfer), the Units rights with respect to the Transferred Interest shall be strictly limited to the transferor’s Membership Economic Interests 's rights to allocations and distributions as provided by this Operating Agreement with respect to the transferred UnitsTransferred Interest, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage Expenses that the Company or any of such indemnified Members may incur (including, without limitation, including incremental tax liabilities, lawyers’ ' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatsoever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the Directors, in their sole discretion, elect to recognize a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsManager, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited solely to the transferor’s Membership Economic Interests 's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, obligations or liabilities for damages that the transferor or transferee of such Interest Units may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company Company, the Manager, and the other Members from all cost, liability, liability and damage damages that any of such indemnified Members parties may incur (including, without limitation, incremental tax liabilities, lawyers’ attorneys' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units a Membership Interest that is not a Permitted Transfer permitted by the terms of this Agreement shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company is required as a matter of law to recognize a Transfer that is not a Permitted Transfer permitted by the terms of this Agreement (or if unless the DirectorsManagement Committee, in their its sole discretiondiscretion and by unanimous action or consent, elect elects to recognize a Transfer that is not a Permitted TransferTransfer permitted by the terms of this Agreement), the Units Membership Interest Transferred shall be strictly limited to the transferor’s Membership Economic Interests 's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsMembership Interest, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units a Membership Interest that is not a Permitted TransferTransfer permitted by the terms of this Agreement, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify indemnify, and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members Person may incur (including, without limitation, incremental tax liabilities, lawyers’ attorneys' fees, fees of experts and accountants, and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units Interests that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; 36 44 provided that, if the Company Partnership is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsPartnership, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), the Units Interest Transferred shall be strictly limited to the transferor’s Membership Economic Interests 's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Interests, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the CompanyPartnership) to satisfy any debts, obligations, liabilities or liabilities for damages that the transferor or transferee of such Interest Interests may have to the CompanyPartnership. In the case of a Transfer or attempted Transfer of Units Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company Partnership and the other Members Partners from all cost, liability, and damage that any of such indemnified Members Persons may incur (including, without limitation, incremental tax liabilities, lawyers’ liability and lawyers fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units Interests that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company Partnership is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsGeneral Partner, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), the Units Interest Transferred shall be strictly limited to the transferor’s Membership Economic Interests 's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Interests, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the CompanyPartnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest Interests may have to the CompanyPartnership. In the case of a Transfer or attempted Transfer of Units Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company Partnership and the other Members Partners from all cost, liability, and damage that any of such indemnified Members Persons may incur (including, without limitation, incremental tax liabilities, liability and lawyers’ ' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer permitted under this Section shall be null and void and of no force or effect whatsoever; provided that, if the Company is required to recognize such a Transfer that is not a Permitted Transfer (or if the Directors, in their sole discretion, elect to recognize such a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transferpermitted under this Section, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ lawyers fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units Limited Partner Interests that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company Partnership is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsGeneral Partner, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), the Units Transferred Interest transferred shall be strictly limited to the transferor’s Membership Economic Interests rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterest, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the CompanyPartnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or to transferee of such Interest interest may have to the CompanyPartnership. In the case of a Transfer or attempted Transfer of Units interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify indemnity and hold harmless the Company Partnership and the other Members Partners from all cost, liability, and damage that any of such indemnified Members Persons may incur (including, without limitation, incremental tax liabilities, lawyersliability and attorneys’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units an Interest that is not a Permitted Transfer shall shall, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the Directors, in their sole discretion, elect to recognize a Transfer that is not a Permitted Transfer), the Units rights with respect to the Transferred Interest shall be strictly limited to the transferor’s Membership Economic Interests rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Interest, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities Liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, Liability and damage Damages that the Company or any of such indemnified Members may incur (including, without limitation, including incremental tax liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units Interests that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsManaging Member, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), the Units Interest Transferred shall be strictly limited to the transferor’s Membership Economic Interests rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Interests, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest Interests may have to the Company. In the case of a Transfer or attempted Transfer of Units Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members Persons may incur (including, without limitation, incremental tax liabilities, liability and lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any Except as otherwise permitted by this Agreement, no Partner shall have the right to voluntarily Transfer to any Person such Partner's Interest, or any part thereof, without the prior written approval of a majority in interest of the General Partners and any voluntary purported Transfer of Units an Interest that is not a Permitted Transfer shall be null and void ab initio and of no force or effect whatsoeverwhatever; provided thatprovided, however, if the Company Partnership is required to recognize a Transfer that is not a Permitted Transfer (Transfer, or if the Directors, in their sole discretion, elect General Partner elects to recognize a Transfer that is not a Permitted Transfer), the Units Transferred Interest transferred shall be strictly limited to the transferor’s Membership Economic Interests 's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterests, which Membership Economic Interests allocations and distributions may be applied (applied, without limiting any other legal or equitable rights of the Company) Partnership, to satisfy any debts, obligations, obligations or liabilities for damages that the transferor or transferee of such Interest Interests may have to the CompanyPartnership. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the The parties engaging or attempting to engage in such a Transfer or attempted Transfer of Interest that is not a Permitted Transfer shall be liable to indemnify and hold harmless the Company and the other Members Partnership from all costcosts, liabilityliability and damages, and damage that any of such indemnified Members may incur (including, without limitationlimitations, incremental tax liabilitiesliability, lawyers’ attorney's fees and expenses) expenses as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted herebyTransfer.

Prohibited Transfers. Any purported Transfer of Units Interests that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company Partnership is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsPartnership, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), the Units interest Transferred shall be strictly limited to the transferor’s Membership Economic Interests 's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterests, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the CompanyPartnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest Interests may have to the CompanyPartnership. In the case of a Transfer or attempted Transfer of Units Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company Partnership and the other Members Partners from all cost, liability, and damage that any of such indemnified Members Persons may incur (including, without limitation, incremental tax liabilities, liability and lawyers’ ' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby. Any Transfer of any Interest by KM prohibited by the terms of this Section 9.4 shall provide to Shell the right to purchase such interest of KM at one hundred percent (100%) of Fair Value.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Joint Sales Company is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsMembers, in their sole discretion, elect unanimously agree to recognize a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s Membership Economic Interests 's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Joint Sales Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Joint Sales Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Joint Sales Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ ' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer transfer of Units Membership Interests that is not a Permitted Transfer under this Agreement shall be null and void and of no force or effect whatsoeverwhatever; provided thatprovided, however, that if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the Directors, in their sole discretion, elect to recognize a Transfer transfer that is not a Permitted Transfer), or if the Manager, at his discretion, elects to recognize a transfer that is not a Permitted Transfer, the Units Transferred Membership Interests so transferred shall be strictly limited to the transferor’s Membership Economic Interests 's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsMembership Interests, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer transfer or attempted Transfer transfer of Units Membership Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer transfer shall be liable to indemnify and hold harmless the Company Company, the Manager and the other Members from all costcosts, liabilityliabilities, and damage damages that the Company and any of such indemnified other Members may incur (including, including without limitation, limitation incremental tax liabilities, lawyers’ fees and expenses) as liabilities)as a result of such Transfer transfer or attempted Transfer transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsCompany, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), the Units Transferred transferred shall be strictly limited to the transferor’s Membership Economic Interests rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest Units may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatsoever; provided that, if If the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsCompany, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), the Units Transferred transferee’s rights shall be strictly limited to the transferor’s Membership Economic Interests rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Interests, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the CompanyCompany or the other Members) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest Interests may have to the CompanyCompany or the other Members. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members harmless from all costcosts, liabilityliabilities, and damage damages that any of such indemnified Members Persons may incur (including, without limitation, incremental tax liabilities, lawyersliability and attorneys’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby. In addition, the Member who has attempted the transfer shall not be relieved of any of his liabilities or obligations hereunder.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatsoever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the Class A Directors, in their sole discretion, elect to recognize a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s 's Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ ' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsManagement Board, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s Membership Economic Interests 's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest interest may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ ' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company Partnership is required by proper authority to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsPartnership, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), the Units interest Transferred shall be strictly limited to the transferor’s Membership Economic Interests rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the CompanyPartnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest Units may have to the CompanyPartnership. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company Partnership and the other Members all Partners from all cost, liability, liability and damage that any of such indemnified Members Persons may incur (including, without limitation, incremental tax liabilities, lawyers’ liability and lawyers fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units any Share or Shares that is not a Permitted Transfer or otherwise authorized by the consent of a majority of the disinterested Shareholders shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsCompany, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), the Units Shares Transferred shall be strictly limited to the transferor’s Membership Economic Interests rights to and distributions as provided by this Operating Agreement with respect to the transferred UnitsShares, which Membership Economic Interests distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest Shares may have to the Company. In the case of a Transfer or attempted Transfer of Units Shares that is not a Permitted TransferTransfer or otherwise authorized by the consent of a majority of the disinterested Shareholders, the parties Shareholders engaging or attempting to engage in such Transfer shall be liable to indemnify shall, and do hereby, indemnify, defend and hold harmless the Company and the other Members Shareholders from all cost, liability, and damage that any of such indemnified Members Persons may incur (including, without limitation, incremental tax liabilities, lawyersliability and attorneys’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted herebythereby.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatsoever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the Class A Directors, in their sole discretion, elect to recognize a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units any Partnership Interest held by a General Partner that is not a Permitted Transfer permitted by Section 9.3 above shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company Partnership is required to recognize a Transfer that is not a Permitted Transfer so permitted (or if all of the Directorsremaining General Partners, if any, and a majority in interest of the Limited Partners, in their sole discretion, elect to recognize a Transfer that is not a Permitted Transferso permitted), the Units Transferred Interest transferred shall be strictly limited to the transferor’s Membership Economic Interests rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterest, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the CompanyPartnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the CompanyPartnership. In the case of a Transfer or attempted Transfer of Units a Partnership interest that is not a Permitted Transferpermitted by Section 9.3 above, the parties engaging or attempting to engage in such Transfer shall be nxxx he liable to indemnify and hold harmless the Company Partnership and the other Members Partners from all cost, liability, and damage that any of such indemnified Members Persons may incur (including, without limitation, incremental tax liabilities, lawyersliability and attorneys’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units Membership Interest that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided PROVIDED that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if all of the DirectorsManagers, in their sole discretion, elect to recognize a Transfer that is not a Permitted Transfer), the Units Membership Interest Transferred shall be strictly limited to the transferor’s Membership Economic Interests 's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsMembership Interest, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units Membership Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ fees ' fees, and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the Directors, in their sole discretion, elect to recognize a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s 's Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ ' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units Membership Interests that is not a Permitted Transfer shall be is null and void and of no force or effect whatsoever; , provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsCompany, by the approval of a Majority in their Interest of the Members and in its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), then the Units Membership Interest Transferred shall be strictly limited to the transferor’s Membership Economic Interests as 's rights to allocations and distributions provided by this Agreement with respect to the transferred UnitsTransferred Membership Interests, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any the debts, obligations, or liabilities for damages that the transferor or transferee of such Interest the Interests may have to the Company. In the case of a Transfer or attempted Transfer of Units Membership Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such the Transfer shall be liable to shall, indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such the indemnified Members may incur Persons incurs (including, without limitation, incremental tax liabilities, lawyers’ liability and attorneys' fees and expenses) as a result of such the Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units a Membership Interest that is not a Permitted Transfer permitted by the terms of this Agreement shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company is required as a matter of law to recognize a Transfer that is not a Permitted Transfer permitted by the terms of this Agreement (or if unless the DirectorsManagement Committee, in their its sole discretiondiscretion and by unanimous action or consent, elect elects to recognize a Transfer that is not a Permitted TransferTransfer permitted by the terms of this Agreement), the Units Membership Interest Transferred shall be strictly limited to the transferor’s Membership Economic Interests rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsMembership Interest, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units a Membership Interest that is not a Permitted TransferTransfer permitted by the terms of this Agreement, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify indemnify, and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members Person may incur (including, without limitation, incremental tax liabilities, lawyersattorneys’ fees, fees of experts and accountants, and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units an Interest that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsCompany, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), the Units Transferred Interest transferred shall be strictly limited to the transferor’s Membership Economic Interests 's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterest, which Membership Economic Interests allocations and distributions' may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that the Company or any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ lawyers fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby. Any indemnification payments made to the Company under this Section 10.4, to the extent paid with respect to costs, liabilities or other damages incurred by a Member shall immediately be paid by the Company to such Member.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer permitted under this Section shall be null and void and of no force or effect whatsoever; provided that, if the Company is required to recognize such a Transfer that is not a Permitted Transfer (or if the Class A Directors, in their sole discretion, elect to recognize such a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transferpermitted under this Section, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units Interests that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company Partnership is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsGeneral Partner, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), the Units Interest Transferred shall be strictly limited to the transferor’s Membership Economic Interests rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Interests, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the CompanyPartnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest Interests may have to the CompanyPartnership. In the case of a Transfer or attempted Transfer of Units Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company Partnership and the other Members Partners from all cost, liability, and damage that any of such indemnified Members Persons may incur (including, without limitation, incremental tax liabilities, liability and lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units an Interest that is not a Permitted Transfer or that is not consented to by the other Member pursuant to Section 11.1 shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsCompany, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transfer), the Units Interest Transferred shall be strictly limited to the transferor’s Membership Economic Interests rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterest, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable equity rights of the Company) to satisfy any debts, obligations, obligations or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units an Interest that is not a Permitted TransferTransfer or that is not consented to by the other Member pursuant to Section 11.1, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members nontransferring Member from all cost, liability, liability and damage that any of such indemnified Members parties may incur (including, without limitation, incremental tax liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units any Partnership interest held by the Managing General Partner that is not a Permitted Transfer permitted by Section 10.2 above shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Company Partnership is required to recognize a Transfer that is not a Permitted Transfer so permitted (or if the DirectorsPartnership, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transferso permitted), the Units Transferred interest transferred shall be strictly limited to the transferor’s Membership Economic Interests rights to allocations and distributions as provided by this Agreement with respect to the transferred Unitsinterest, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the CompanyPartnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest interest may have to the CompanyPartnership. In the case of a Transfer or attempted Transfer of Units a Partnership interest that is not a Permitted Transferpermitted by Section 10.2 above, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company Partnership and the other Members Limited Partners from all cost, liability, liability and damage that any of such indemnified Members Persons may incur (including, without limitation, incremental tax liabilities, lawyers’ liability and lawyers fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatsoeverwhatever; provided that, if the Joint Sales Company is required to recognize a Transfer that is not a Permitted Transfer (or if the DirectorsMembers, in their sole discretion, elect unanimously agree to recognize a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s Membership Economic Interests 's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which Membership Economic Interests allocations and distributions may be applied (without limiting any other legal or equitable rights of the Joint Sales Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Joint Sales Company. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Joint Sales Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ ' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.. * CONFIDENTIAL TREATMENT REQUESTED 41

Prohibited Transfers. Any purported Transfer of Units an Interest that is not a Permitted Transfer permitted hereunder shall be null and void and of no force or effect whatsoeverwhatever; provided provided, however, that, if the Company is required by applicable law to recognize a Transfer that is not a Permitted Transfer so permitted (or if the DirectorsBoard, in their its sole discretion, elect elects to recognize a Transfer that is not a Permitted Transferso permitted), the Units Transferred Interest shall be strictly limited to the transferor’s Membership Economic Interests Financial Rights as provided by this Agreement with respect to the transferred UnitsTransferred Interest, which Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, obligations or liabilities for damages that the transferor or transferee of such Interest may have to the Company. In the case of a Transfer or attempted Transfer of Units an Interest that is not a Permitted Transferpermitted hereunder, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members Member from all cost, liability, liability and damage that any of such indemnified Members Persons may incur (including, without limitation, incremental tax liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted required hereby.