Common use of Affiliates; Sale of Business Clause in Contracts

Affiliates; Sale of Business. Any Member may Dispose of all ---------------------------- (but not less than all) of its right, title and interest in and to a Membership Interest as follows: (i) to an Affiliate of such Member, provided that such Affiliate is not a GEPS Competitor, (ii) by GEOSP to the purchaser, directly or indirectly, of GEOSP or GEPS (or substantially all of the assets of GEOSP or GEPS), or (iii) by PP to the purchaser, directly or indirectly, of PP (or substantially all of the assets o f PP); provided, however, that any Disposition -------- ------- pursuant to this clause (b) shall be made in compliance with the requirements of clauses (d), (e) and (f). GEOSP and PP shall remain responsible for the performance of this LLC Agreement by each Affiliate of such party to which a Membership Interest is transferred pursuant to this Section 4.4(b). If any Affiliate to which a Membership Interest is transferred pursuant to this Section 4.4 ceases to be an Affiliate of the Member from which it acquired such Membership Interest, such Person shall re-convey such Membership Interest to such transferring Member promptly upon such Person ceasing to be such an Affiliate (unless such Person ceases to be such an Affiliate in connection with a transfer otherwise permitted by this Section 4.4).

Affiliates; Sale of Business. Any Member may Dispose of all ---------------------------- (but not less than all) of its right, title and interest in and to a Membership Interest as follows: (i) to an Affiliate of such Member, provided that such Affiliate is not a GEPS Competitor, (ii) by GEOSP GEMG to the purchaser, directly or indirectly, of GEOSP GEMG or GEPS (or substantially all of the assets of GEOSP GEMG or GEPS), or (iii) subject to the provisions of clause (c) below, by PP to the purchaser, directly or indirectly, of PP (or substantially all of the assets o f of PP); provided, however, that any Disposition pursuant to -------- ------- pursuant to this clause (b) shall be made in compliance with the requirements of clauses (d), (e) and (f). GEOSP GEMG and PP shall remain responsible for the performance of this LLC Agreement by each Affiliate of such party to which a Membership Interest is transferred pursuant to this Section 4.4(b). If any Affiliate to which a Membership Interest is transferred pursuant to this Section 4.4 ceases to be an Affiliate of the Member from which it acquired such Membership Interest, such Person shall re-convey such Membership Interest to such transferring Member promptly upon such Person ceasing to be such an Affiliate (unless such Person ceases to be such an Affiliate in connection with a transfer otherwise permitted by this Section 4.4).