Common use of Bankruptcy or Dissolution of a Member Clause in Contracts

Bankruptcy or Dissolution of a Member. Upon the occurrence of a Bankruptcy Event or any other occurrence with respect to a Member (or its Affiliate, if such Affiliate is a member of the Sister Company) of any event which under the Delaware Act causes the Member (or its Affiliate, if such Affiliate is a member of the Sister Company) to cease to be a member of a limited liability company (a “Withdrawal Event”), the Member affected by such Withdrawal Event shall, unless the other Member shall otherwise consent within 90 days of such Withdrawal Event, be deemed to have withdrawn as a Member on the expiration of such 90 day period. In the event that a Member is deemed to have withdrawn from the Company pursuant to this Section 9.7, then such Member (a “Withdrawn Member”) shall continue to have the rights of an assignee of its Company Interest that was not admitted as a Member and shall not be entitled to participate in the management of the Company or to vote, approve or consent to any matter for which the vote, approval or consent of any Members is required (other than: (i) any voting, approval or consent rights that would affect such Member’s right or obligation to make Capital Contributions to the Company; (ii) such Member’s right to approve any amendment to this Agreement that could have a material adverse effect on such Member; or (iii) such Member’s right to approve any restructuring of the Company or any change in the tax treatment of the Company). Unless the Members (other than the Withdrawn Member) otherwise agree, the Company shall not terminate or dissolve upon the occurrence of a Bankruptcy Event or any other occurrence which under the Delaware Act causes a Member to cease to be a member of the Company.

Bankruptcy or Dissolution of a Member. Upon the occurrence of a Bankruptcy Event or any other occurrence with respect to a Member (or its Affiliate, if such Affiliate is a member of the Sister Company) of any event which under the Delaware Act causes the Member (or its Affiliate, if such Affiliate is a member of the Sister Company) to cease to be a member of a limited liability company (a “Withdrawal Event”), the Member affected by such Withdrawal Event shall, unless the other Member shall otherwise consent within 90 ninety (90) days of such Withdrawal Event, be deemed to have withdrawn as a Member on the expiration of such 90 ninety (90) day period. In the event that a Member is deemed to have withdrawn from the Company pursuant to this Section 9.78.8, then such Member (a “Withdrawn Member”) shall continue to have the rights of an assignee of its Company Interest that which was not admitted as a Member and shall not be entitled to participate in the management of the Company or to vote, approve or consent to any matter for which the vote, approval or consent of any Members is required (other than: (i) any voting, approval or consent rights that would affect such Member’s right or obligation to make Capital Contributions to the Company; (ii) such Member’s right to approve any amendment to this Agreement that could have a material adverse effect on such Member; or (iii) such Member’s right to approve any restructuring of the Company or any change in the tax treatment of the Company)required. Unless the Members (other than the Withdrawn Member) otherwise agree, the Company shall not terminate or dissolve upon the occurrence of a Bankruptcy Event or any other occurrence which under the Delaware Act causes a Member to cease to be a member of the Company. No Member shall withdraw or retire from the Company without the prior consent of the other Members, except in connection with a Transfer of its entire Company Interest in accordance with the terms of this Agreement. In furtherance of the foregoing, each Member hereby waives any and all rights such Member may have to withdraw and/or resign from the Company pursuant to Section 18-603 of the Delaware Act and hereby waives any and all rights such Member may have to receive the fair value of such Member’s Company Interest upon such resignation and/or withdrawal pursuant to Section 18-604 of the Delaware Act, and such Member shall continue to hold its Company Interest in accordance with the provisions hereof.

Bankruptcy or Dissolution of a Member. Upon the occurrence of a Bankruptcy Event or any other occurrence with respect to a Member (or its Affiliate, if such Affiliate is a member of the Sister Company) of any event which under the Delaware Act causes the Member (or its Affiliate, if such Affiliate is a member of the Sister Company) to cease to be a member of a limited liability company (a “Withdrawal Event”), the Member affected by such Withdrawal Event shall, unless the other Member shall otherwise consent within 90 ninety (90) days of such Withdrawal Event, be deemed to have withdrawn as a Member on the expiration of such 90 ninety (90) day period. In the event that a Member is deemed to have withdrawn from the Company pursuant to this Section 9.78.4, then such Member (a “Withdrawn Member”) shall continue to have the rights of an assignee of its Company Interest that which was not admitted as a Member and shall not be entitled to participate in the management of the Company or to vote, approve or consent to any matter for which the vote, approval or consent of any Members is required (other than: (i) any voting, approval or consent rights that would affect such Member’s right or obligation to make Capital Contributions to the Company; (ii) such Member’s right to approve any amendment to this Agreement that could have a material adverse effect on such Member; or (iii) such Member’s right to approve any restructuring of the Company or any change in the tax treatment of the Company)required. Unless the Members (other than the Withdrawn Member) otherwise agree, the Company shall not terminate or dissolve upon the occurrence of a Bankruptcy Event or any other occurrence which under the Delaware Act causes a Member to cease to be a Limited Liability Company Agreement Cxxx Realty Partners, LLC member of the Company. No Member shall withdraw or retire from the Company without the prior consent of the other Members, except in connection with a Transfer of its entire Company Interest in accordance with the terms of this Agreement. In furtherance of the foregoing, each Member hereby waives any and all rights such Member may have to withdraw and/or resign from the Company pursuant to Section 18-603 of the Delaware Act and hereby waives any and all rights such Member may have to receive the fair value of such Member’s Company Interest upon such resignation and/or withdrawal pursuant to Section 18-604 of the Delaware Act, and such Member shall continue to hold its Company Interest in accordance with the provisions hereof.

Bankruptcy or Dissolution of a Member. Upon the occurrence of a Bankruptcy Event or any other occurrence with respect to a Member (or its Affiliate, if such Affiliate is a member of the Sister Company) of any event which under the Delaware Act causes the Member (or its Affiliate, if such Affiliate is a member of the Sister Company) to cease to be a member of a limited liability company (a “Withdrawal Event”), the Member affected by such Withdrawal Event shall, unless the other Member shall otherwise consent within 90 ninety (90) days of such Withdrawal Event, be deemed to have withdrawn as a Member on the expiration of such 90 ninety (90) day period. In the event that a Member is deemed to have withdrawn from the Company pursuant to this Section 9.78.4, then such Member (a “Withdrawn Member”) shall continue to have the rights of an assignee of its Company Interest that which was not admitted as a Member and shall not be entitled to participate in the management of the Company or to vote, approve or consent to any matter for which the vote, approval or consent of any Members is required (other than: (i) any voting, approval or consent rights that would affect such Member’s right or obligation to make Capital Contributions to the Company; (ii) such Member’s right to approve any amendment to this Agreement that could have a material adverse effect on such Member; or (iii) such Member’s right to approve any restructuring of the Company or any change in the tax treatment of the Company)required. Unless the Members (other than the Withdrawn Member) otherwise agree, the Company shall not terminate or dissolve upon the occurrence of a Bankruptcy Event or any other occurrence which under the Delaware Act causes a Member to cease to be a member of the Company. No Member shall withdraw or retire from the Company without the prior consent of the other Members, except in connection with a Transfer of its entire Company Interest in accordance with the terms of this Agreement. In furtherance of the foregoing, each Member hereby waives any and all rights such Member may have to withdraw and/or resign from the Company pursuant to Section 18-603 of the Delaware Act and hereby waives any and all rights such Member may have to receive the fair value of such Member’s Company Interest upon such resignation and/or withdrawal pursuant to Section 18-604 of the Delaware Act, and such Member shall continue to hold its Company Interest in accordance with the provisions hereof.

Bankruptcy or Dissolution of a Member. Upon the occurrence of a Bankruptcy Event or any other occurrence with respect to a Member (or its Affiliate, if such Affiliate is a member of the Sister Company) of any event which under the Delaware Act causes the Member (or its Affiliate, if such Affiliate is a member of the Sister Company) to cease to be a member of a limited liability company (a “Withdrawal Event”), the Member affected by such Withdrawal Event shall, unless the other Member Company shall otherwise consent within 90 ninety (90) days of such Withdrawal Event, be deemed to have withdrawn as a Member on the expiration of such 90 ninety (90) day period. In the event that a Member is deemed to have withdrawn from the Company pursuant to this Section 9.78.4, then such Member (a “Withdrawn Member”) shall continue to have the rights of an assignee of its Company Interest that Membership Units which was not admitted as a Member and shall not be entitled to participate in the management of the Company or to vote, approve or consent to any matter for which the vote, approval or consent of any Members is required (other than: (i) any voting, approval or consent rights that would affect such Member’s right or obligation to make Capital Contributions to the Company; (ii) such Member’s right to approve any amendment to this Agreement that could have a material adverse effect on such Member; or (iii) such Member’s right to approve any restructuring of the Company or any change in the tax treatment of the Company)required. Unless the Members (other than the Withdrawn Member) otherwise agree, the Company shall not terminate or dissolve upon the occurrence of a Bankruptcy Event or any other occurrence which under the Delaware Act causes a Member to cease to be a member of the Company. No Member shall withdraw or retire from the Company without the prior consent of the Board of Managers, except in connection with a Transfer of its entire Membership Units in accordance with the terms of this Agreement. In furtherance of the foregoing, each Member hereby waives any and all rights such Member may have to withdraw and/or resign from the Company pursuant to Section 18-603 of the Delaware Act and hereby waives any and all rights such Member may have to receive the fair value of such Member’s Membership Units upon such resignation and/or withdrawal pursuant to Section 18-604 of the Delaware Act, and such Member shall continue to hold its Membership Units in accordance with the provisions hereof.