Unauthorized Transfer. (a) Any purported Transfer of Units not expressly permitted by this Article VII shall be null and void and of no effect whatsoever; provided, however, that, if (i) a court of competent jurisdiction issues a final judgment requiring the Company to recognize such Transfer or (ii) the Company in its sole discretion elects to recognize such Transfer, the transferee shall have only the rights of a Member, as set forth in Section 7.3 above. (b) In the event of a Transfer or purported Transfer of Units not expressly permitted by this Article VII, the transferor (or purported transferor) and the transferee (or purported transferee) shall defend, indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of the Company or such Members may incur, including, without limitation, any incremental tax liability, or any professional fees and costs, as a result of such unauthorized Transfer or purported Transfer and efforts to enforce this Agreement and this indemnity.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (RiverBanc Multifamily Investors, Inc.), Contribution Agreement (RiverBanc Multifamily Investors, Inc.), Limited Liability Company Agreement (RiverBanc Multifamily Investors, Inc.)
Unauthorized Transfer. (a) Any purported Transfer transfer of Units not expressly permitted by this Article VII shall ARTICLE VIII will be null and void and of no effect whatsoever; provided, however, that, if (i) if a court of competent jurisdiction issues a final judgment requiring the Company to recognize such Transfer transfer, or (ii) if the Company in its sole discretion elects to recognize such Transfertransfer, the transferee shall will have only the rights of a MemberNon-Member Transferee, as set forth in Section 7.3 aboveSECTION 8.2.
(b) In the event of a Transfer transfer or purported Transfer of Units transfer not expressly permitted by this Article VIIARTICLE VIII, the transferor (or purported transferor) and the transferee (or purported transferee) shall defend, indemnify and hold harmless the Company Company, the other Members, and the other Members Managing Member from all cost, liability, and damage that any of the Company or such Members Persons may incur, including, without limitation, any incremental tax liability, or any professional fees and costs, as a result of such unauthorized Transfer transfer or purported Transfer transfer and efforts to enforce this Agreement and this indemnity.
Appears in 1 contract
Unauthorized Transfer. (a) Any purported Transfer transfer of Units Shares not expressly permitted by this Article VII ARTICLE IX or any other provision of this Agreement shall be null and void and of no effect whatsoever; provided, however, provided that, if (i) if a court of competent jurisdiction issues a final judgment requiring the Company to recognize such Transfer transfer, or (ii) if the Company in its sole discretion elects to recognize such Transfertransfer, the transferee shall have only the rights of a MemberNon-Member Transferee, as set forth in Section 7.3 SECTION 9.6 above.
(b) In the event of a Transfer transfer or purported Transfer of Units transfer not expressly permitted by this Article VIIARTICLE IX or any other provision of this Agreement, the transferor (or purported transferor) and the transferee (or purported transferee) shall defend, indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of the Company or such Members may incur, including, without limitation, any incremental tax liability, or any professional fees and costs, as a result of such unauthorized Transfer transfer or purported Transfer transfer and efforts to enforce this Agreement and this indemnity.
Appears in 1 contract
Sources: Operating Agreement (Innotrac Corp)