Certain Effects of Transfer. (a) Following a direct Transfer by a Member of all or part of its Interests permitted or required by this Section 8 (a “Permitted Direct Transfer”), (i) the transferee of such direct Transfer shall constitute a Member from and after the effective date of the Transfer and (ii) without limitation of clause (i), any allocations or distributions previously made to, and any Capital Contributions previously made by, the Member Transferring such Interests with respect to the Interests subject to such Transfer shall be deemed to have been made to or by the transferee (and not to have been made by the transferor) for purposes of this Agreement, and such transferee shall be entitled to receive distributions of cash or other property, and allocations of Net Income, Net Loss and of items of income, deduction, gain, loss, or credit, from the Company attributable to the Interests subject to such Transfer and shall succeed to all economic and other rights and obligations of the Member Transferring such Interests attributable to the Interests subject to such Transfer from and after the effective date of the Transfer, provided for the avoidance of doubt, that, in the case of any Permitted Direct Transfer of only part of a Member’s Interests, this clause (ii) shall be applied in proportion to the fraction of the Pro Rata Capital Share of such transferring Member being transferred.
(b) Upon consummation of a Permitted Direct Transfer of all of the Interests of a Member (other than a Transfer to a Permitted Transferee in accordance with Section 8.1(b)), the transferring Member shall cease to be a Member or to have any right, title or interest in or to the Company, and this Agreement (other than Sections 12, 15.2 and, to the extent applicable, Sections 18 through 22, which (as in effect on the date of consummation of such Transfer) shall continue to be binding upon such transferring Member) shall terminate with respect to such transferring Member (and all Indemnified Persons in relation to such transferring Member). However, no such Transfer (and no resulting cessation of such transferring Member’s status as a Member or termination of this Agreement with respect to such transferring Member) shall relieve the transferring Member of any of the liabilities and/or obligations of the transferring Member under this Agreement to the extent required under the terms of this Agreement to have been paid and/or performed prior to the consummation of such Transfer (or of any liability the ...
