Common use of Continuing Liabilities Upon Adjustments of Ownership Interests Clause in Contracts

Continuing Liabilities Upon Adjustments of Ownership Interests. Any reduction or elimination of either Member’s Ownership Interest under Section 4.2 of the LLC Agreement shall not relieve such Member of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, from acts or omissions occurring or conditions existing before the Effective Date, or from Operations conducted during the term of this Agreement but before such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this Section, such Member’s share of such liability shall be equal to its Ownership Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any prior reduction, readjustment and restoration of Ownership Interests under Sections 4.4, 10.5, 10.6 and 11.5 of the LLC Agreement (or, as to such liability arising from acts or omissions occurring or conditions existing before the Effective Date, equal to such Member’s initial Ownership Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in Paragraph 2.14 of Exhibit B, each of the Members shall be liable for its proportionate share (i.e., Ownership Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Ownership Interests under Sections 4.4, 10.5, 10.6 and 11.5 of the LLC Agreement, of the cost of satisfying such Continuing Obligations, notwithstanding that either Member has previously resigned from the Company or that its Ownership Interest has been reduced or converted to an interest in Net Proceeds pursuant to Subsection 4.4.1 of the LLC Agreement.

Continuing Liabilities Upon Adjustments of Ownership Interests. Any As between the Members, any reduction or elimination of either Member’s 's Ownership Interest under Section 4.2 3.2 of the LLC Agreement or pursuant to a withdrawal or resignation of a Member from the Company, this Agreement or the LLC Agreement (other than a withdrawal or deemed withdrawal of TSHI prior to the Cut-Off Date, which shall be governed solely by Section 2.3 of this Agreement) shall not relieve such Member of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, from out of acts or omissions occurring or conditions existing before prior to the Effective Date, or from out of Operations conducted during the term of this Agreement but before prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this SectionSection and as between the Members, such Member’s 's share of such liability shall be equal to its Ownership Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any prior reduction, readjustment and restoration of Ownership Interests under Sections 4.4, 10.5, 10.6 and 11.5 of the LLC Agreement occurred (or, as to such liability arising from out of acts or omissions occurring or conditions existing before prior to the Effective Date, equal to such Member’s 's initial Ownership Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in Paragraph 2.14 3.14 of Exhibit BB of the LLC Agreement, each of the Members shall shall, as between the Members, be liable for its proportionate share (i.e., Ownership Interest at the time of that the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Ownership Interests under Sections 4.4, 10.5, 10.6 and 11.5 of the LLC Agreement, ) of the cost of satisfying such Continuing Obligations, notwithstanding that either Member has previously resigned from the Company or that its Ownership Interest has been reduced or converted to an interest in Net Proceeds eliminated pursuant to Subsection 4.4.1 Section 4.2 or Section 4.3 of the LLC Agreement. Nothing in this Section 4.1 shall be construed as applicable to a withdrawal or deemed withdrawal of TSHI prior to the Cut-Off Date, which shall be governed solely by Section 2.3 of this Agreement.

Continuing Liabilities Upon Adjustments of Ownership Interests. Any Subject to limited liability protection to Members under Nevada law, any reduction or elimination of either Member’s Ownership Interest under Section 4.2 of the LLC Agreement shall not relieve such Member of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, from out of acts or omissions occurring or conditions existing before prior to the Effective Date, or from out of Operations conducted during the term of this Agreement but before prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this Section, such Member’s share of such liability shall be equal to its Ownership Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any prior reduction, readjustment and restoration of Ownership Interests under Sections 4.4, 10.5, 10.6 and 11.5 of the LLC Agreement (or, as to such liability arising from out of acts or omissions occurring or conditions existing before prior to the Effective Date, equal to such Member’s initial Ownership Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in Paragraph 2.14 of Exhibit B, each of the Members shall be liable for its proportionate share (i.e., Ownership Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Ownership Interests under Sections 4.4, 10.5, 10.6 and 11.5 of the LLC Agreement, of the cost of satisfying such Continuing Obligations, notwithstanding that either Member has previously resigned from the Company or that its Ownership Interest has been reduced or converted to an interest in Net Proceeds pursuant to Subsection 4.4.1 of the LLC AgreementCompany.

Continuing Liabilities Upon Adjustments of Ownership Interests. Any reduction or elimination of either Member’s 's Ownership Interest under Section SECTION 4.2 ----------- of the LLC Agreement OA shall not relieve such Member of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, from out of acts or omissions occurring or conditions existing before prior to the Effective Date, or from out of Operations conducted during the term of this Agreement but before prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this Section, such Member’s 's share of such liability shall be equal to its Ownership Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any prior reduction, readjustment and restoration of Ownership Interests under Sections SECTIONS 4.4, 10.5, 10.6 and 11.5 of the LLC Agreement OA (or, as to --------------------------------- such liability arising from out of acts or omissions occurring or conditions existing before prior to the Effective Date, equal to such Member’s 's initial Ownership Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in Paragraph PARAGRAPH 2.14 of Exhibit OF EXHIBIT B, each of the Members shall be --------------------------- liable for its proportionate share (i.e., Ownership Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Ownership Interests under Sections SECTIONS 4.4, 10.5, 10.6 and 11.5 of the LLC AgreementOA, of the cost of satisfying such -------------------------------------- Continuing Obligations, notwithstanding that either Member has previously resigned from the Company or that its Ownership Interest has been reduced or converted to an interest in Net Proceeds "NET PROCEEDS" pursuant to Subsection 4.4.1 SUBSECTION 4.4(A) of the LLC Agreement------------ ----------------- OA.