Common use of Effect of Permitted Dispositions Clause in Contracts

Effect of Permitted Dispositions. (a) Upon consummation of any Permitted Disposition: (i) the transferee shall be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Private Owner” and, if the transferor Member, prior to such transfer, also was the Manager, such transferee shall be appointed as the Manager (in the place of the transferor Member); (ii) the transferred LLC Interest shall continue to be subject to all the provisions of this Agreement, and the transferee Member shall have the same status as the Private Owner had at the time of consummation of such Permitted Disposition and, without limiting the generality of the foregoing, any outstanding breach, misrepresentation, violation or default (with respect to this Agreement or any Ancillary Document) by any direct or indirect predecessor to the transferee as the Member, or by any Affiliate of any such predecessor Member, shall be deemed to constitute an outstanding breach, misrepresentation, violation or default as the case may be, by the transferee Member; (iii) subject to Section 8.4(b) and the last sentence of Section 13.8, the transferor Member shall cease to be a member of the Company (and accordingly, except as expressly otherwise provided in Section 8.4(b) or the last sentence of Section 13.8, shall cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Private Owner, in any capacity hereunder). (b) No Permitted Disposition (and no resulting withdrawal or resignation of the transferor Member from the Company) shall: (i) relieve the transferor Member of any of the obligations or liabilities of the transferor Member, in any capacity, under this Agreement or any Ancillary Document required to have been paid or performed prior to the consummation of such Permitted Disposition (or of any liability it may have arising out of any breach, misrepresentation, violation or default by the transferor Member prior to such consummation); (ii) result in the termination of, relieve the transferor Member (or any of its Affiliates) of, or otherwise affect, any of the obligations or liabilities of the transferor Member, in any capacity, or its Affiliates under, any Related Party Agreement (such Related Party Agreements to continue in effect in accordance with their respective terms), except to the extent expressly provided in such Related Party Agreement; or (iii) dissolve the Company.

Effect of Permitted Dispositions. (a) Upon consummation of any Permitted Disposition: (i) the transferee shall be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Private Owner” and, if the transferor Member, prior to such transfer, also was the Manager, such transferee shall be appointed as the Manager (in the place of the transferor Member); (ii) the transferred LLC Interest shall continue to be subject to all the provisions of this Agreement, and the transferee Member shall have the same status as the Private Owner had at the time of consummation of such Permitted Disposition and, without limiting the generality of the foregoing, any outstanding breach, misrepresentation, violation or default (with respect to this Agreement or any Ancillary other Transaction Document) by any direct or indirect predecessor to the transferee as the Member, or by any Affiliate of any such predecessor Member, shall be deemed to constitute an outstanding breach, misrepresentation, violation or default as the case may be, by the transferee Member;; and (iii) subject to Section 8.4(b) and the last sentence of Section 13.8, the transferor Member shall cease to be a member of the Company (and accordingly, except as expressly otherwise provided in Section 8.4(b) or the last sentence of Section 13.8, shall cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Private Owner, in any capacity hereunder). (b) No Permitted Disposition (and no resulting withdrawal or resignation of the transferor Member from the Company) shall: (i) relieve the transferor Member of any of the obligations or liabilities of the transferor Member, in any capacity, under this Agreement or any Ancillary other Transaction Document required to have been paid or performed prior to the consummation of such Permitted Disposition (or of any liability it may have arising out of any breach, misrepresentation, violation or default by the transferor Member prior to such consummation); (ii) result in the termination of, relieve the transferor Member (or any of its Affiliates) of, or otherwise affect, any of the obligations or liabilities of the transferor Member, in any capacity, or its Affiliates under, any Related Party Agreement (such Related Party Agreements to continue in effect in accordance with their respective terms), except to the extent expressly provided in such Related Party Agreement; or (iii) dissolve the Company.

Effect of Permitted Dispositions. (a) Upon consummation of any Permitted Disposition: (i) the transferee shall will be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Private Owner” and, if the transferor Member, prior to such transfer, also was the Manager, such transferee shall will be appointed as the Manager (in the place of the transferor Member); (ii) the transferred LLC Interest shall will continue to be subject to all the provisions of this Agreement, and the transferee Member shall will have the same status as the Private Owner had at the time of consummation of such Permitted Disposition and, without limiting the generality of the foregoing, any outstanding breach, misrepresentation, violation or default (with respect to this Agreement or any Ancillary other Transaction Document) by any direct or indirect predecessor to the transferee as the Member, or by any Affiliate of any such predecessor Member, shall will be deemed to constitute an outstanding breach, misrepresentation, violation or default as the case may be, by the transferee Member;; and (iii) subject to Section 8.4(b) and the last sentence of Section 13.813.7, the transferor Member shall will cease to be a member of the Company (and accordingly, except as expressly otherwise provided in Section 8.4(b) or the last sentence of Section 13.813.7, shall will cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Private Owner, in any capacity hereunder). (b) No Permitted Disposition (and no resulting withdrawal or resignation of the transferor Member from the Company) shallwill: (i) relieve the transferor Member of any of the obligations or liabilities of the transferor Member, in any capacity, under this Agreement or any Ancillary other Transaction Document required to have been paid or performed prior to the consummation of such Permitted Disposition (or of any liability it may have arising out of any breach, misrepresentation, violation or default by the transferor Member prior to such consummation); (ii) result in the termination of, relieve the transferor Member (or any of its Affiliates) of, or otherwise affect, any of the obligations or liabilities of the transferor Member, in any capacity, or its Affiliates under, any Related Party Agreement (such Related Party Agreements to continue in effect in accordance with their respective terms), except to the extent expressly provided in such Related Party Agreement; or; (iii) dissolve the Company; or (iv) relieve the transferor Member of any obligations, liabilities and indemnities required pursuant to Section 4.6 hereof. (c) The Initial Member, in its discretion, can waive any provision of Section 8.3 or 8.4(a) in the context of a transfer of the Private Owner Interest pursuant to Section 3.13 or 3.14.

Effect of Permitted Dispositions. (a) Upon consummation of any Permitted Disposition: (i) the transferee shall be admitted as a member of Member in the Company and be deemed to be a party to this Agreement as the “Private OwnerMember” and, if the transferor Member, prior to such transfer, also was the Manager, such transferee and shall be appointed as the Manager (in the place of the transferor Member)Manager; (ii) the transferred LLC Company Interest shall continue to be subject to all the provisions of this Agreement, including the remainder of this Article VIII, and the transferee Member shall have the same status as the Private Owner transferor Member had at the time of consummation of such Permitted Disposition and, without limiting the generality of the foregoing, any outstanding breach, misrepresentation, violation or default (with respect to this Agreement or any Ancillary Document) by any direct or indirect predecessor to the transferee as the Member, or by any Affiliate of any such predecessor Member, shall be deemed to constitute an outstanding breach, misrepresentation, violation or default as the case may be, by the transferee Member; (iii) subject to Section 8.4(b) and the last sentence of Section 13.812.9, the transferor Member shall cease to be a member the Member of the Company (and accordingly, except as expressly otherwise provided in Section 8.4(b) or the last sentence of Section 13.812.9, shall cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Private Owner, in any capacity hereunderMember). (b) No Permitted Disposition (and no resulting withdrawal or resignation of the transferor Member from the Company) shall: (i) relieve the transferor Member of any of the obligations or liabilities of the transferor Member, in any capacity, Member under this Agreement or any Ancillary Document required to have been paid or performed prior to the consummation of such Permitted Disposition (or of any liability it may have arising out of any breach, misrepresentation, violation or default by the transferor Member prior to such consummation); (ii) result in the termination of, relieve the transferor Member (or any of its Affiliates) of, or otherwise affect, any of the obligations or liabilities of the transferor Member, in any capacity, Member or its Affiliates under, any Related Party Agreement (such Related Party Agreements to continue in effect in accordance with their respective terms), except to the extent expressly provided in such Related Party Agreement; or (iii) dissolve the Company.

Effect of Permitted Dispositions. (a) Upon consummation of any Permitted Disposition: (i) the transferee shall be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Private Owner” and, if the transferor Member, prior to such transfer, also was the Manager, such transferee shall be appointed as the Manager (in the place of the transferor Member); (ii) the transferred LLC Interest shall continue to be subject to all the provisions of this Agreement, and the transferee Member shall have the same status as the Private Owner had at the time of consummation of such Permitted Disposition and, without limiting the generality of the foregoing, any outstanding breach, misrepresentation, violation or default (with respect to this Agreement or any Ancillary Transaction Document) by any direct or indirect predecessor to the transferee as the Member, or by any Affiliate of any such predecessor Member, shall be deemed to constitute an outstanding breach, misrepresentation, violation or default as the case may be, by the transferee Member;; and (iii) subject to Section 8.4(b) and the last sentence of Section 13.8, the transferor Member shall cease to be a member of the Company (and accordingly, except as expressly otherwise provided in Section 8.4(b) or the last sentence of Section 13.8, shall cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Private Owner, in any capacity hereunder). (b) No Permitted Disposition (and no resulting withdrawal or resignation of the transferor Member from the Company) shall: (i) relieve the transferor Member of any of the obligations or liabilities of the transferor Member, in any capacity, under this Agreement or any Ancillary Transaction Document required to have been paid or performed prior to the consummation of such Permitted Disposition (or of any liability it may have arising out of any breach, misrepresentation, violation or default by the transferor Member prior to such consummation); (ii) result in the termination of, relieve the transferor Member (or any of its Affiliates) of, or otherwise affect, any of the obligations or liabilities of the transferor Member, in any capacity, or its Affiliates under, any Related Party Agreement (such Related Party Agreements to continue in effect in accordance with their respective terms), except to the extent expressly provided in such Related Party Agreement; or (iii) dissolve the Company.

Effect of Permitted Dispositions. (a) Upon consummation of any Permitted Disposition: (i) the transferee shall be admitted as a member of Member in the Company and be deemed to be a party to this Agreement as the “Private OwnerMember” and, if the transferor Member, prior to such transfer, also was the Manager, such transferee and shall be appointed as the Manager (in the place of the transferor Member)Manager; (ii) the transferred LLC Company Interest shall continue to be subject to all the provisions of this Agreement, including the remainder of this Article VIII, and the transferee Member shall have the same status as the Private Owner transferor Member had at the time of consummation of such Permitted Disposition and, without limiting the generality of the foregoing, any outstanding breach, misrepresentation, violation or default (with respect to this Agreement or any Ancillary Document) by any direct or indirect predecessor to the transferee as the Member, or by any Affiliate of any such predecessor Member, shall be deemed to constitute an outstanding breach, misrepresentation, violation or default as the case may be, by the transferee Member; (iii) subject to Section 8.4(b) and the last sentence of Section 13.812.9, the transferor Member shall cease to be a member the Member of the Company (and accordingly, except as expressly otherwise provided in Section 8.4(b) or the last sentence of Section 13.812.9, shall cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Private Owner, in any capacity hereunderMember). (b) No Permitted Disposition (and no resulting withdrawal or resignation of the transferor Member from the Company) shall: (i) relieve the transferor Member of any of the obligations or liabilities of the transferor Member, in any capacity, Member under this Agreement or any Ancillary Document required to have been paid or performed prior to the consummation of such Permitted Disposition (or of any liability it may have arising out of any breach, misrepresentation, violation or default by the transferor Member prior to such consummation); (ii) result in the termination of, relieve the transferor Member (or any of its Affiliates) of, or otherwise affect, any of the obligations or liabilities of the transferor Member, in any capacity, Member or its Affiliates under, any Related Party Agreement (such Related Party Agreements to continue in effect in accordance with their respective terms), except to the extent expressly provided in such Related Party Agreement; or (iii) dissolve the Company.

Effect of Permitted Dispositions. (a) Upon consummation of any Permitted Disposition: (i) the transferee shall will be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Private Owner” and, if the transferor Member, prior to such transfer, also was the Manager, such transferee shall will be appointed as the Manager (in the place of the transferor Member); (ii) the transferred LLC Interest shall will continue to be subject to all the provisions of this Agreement, and the transferee Member shall will have the same status as the Private Owner had at the time of consummation of such Permitted Disposition and, without limiting the generality of the foregoing, any outstanding breach, misrepresentation, violation or default (with respect to this Agreement or any Ancillary other Transaction Document) by any direct or indirect predecessor to the transferee as the Member, or by any Affiliate of any such predecessor Member, shall will be deemed to constitute an outstanding breach, misrepresentation, violation or default as the case may be, by the transferee Member;; and (iii) subject to Section 8.4(b) and the last sentence of Section 13.813.7, the transferor Member shall will cease to be a member of the Company (and accordingly, except as expressly otherwise provided in Section 8.4(b) or the last sentence of Section 13.813.7, shall will cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Private Owner, in any capacity hereunder). (b) No Permitted Disposition (and no resulting withdrawal or resignation of the transferor Member from the Company) shallwill: (i) relieve the transferor Member of any of the obligations or liabilities of the transferor Member, in any capacity, under this Agreement or any Ancillary other Transaction Document required to have been paid or performed prior to the consummation of such Permitted Disposition (or of any liability it may have arising out of any breach, misrepresentation, violation or default by the transferor Member prior to such consummation); (ii) result in the termination of, relieve the transferor Member (or any of its Affiliates) of, or otherwise affect, any of the obligations or liabilities of the transferor Member, in any capacity, or its Affiliates under, any Related Party Agreement (such Related Party Agreements to continue in effect in accordance with their respective terms), except to the extent expressly provided in such Related Party Agreement; or; (iii) dissolve the Company; or (iv) relieve the transferor Member of any obligations, liabilities and indemnities required pursuant to Section 4.6 hereof. (c) The Initial Member, in its discretion, can waive any provision of Section

Effect of Permitted Dispositions. (a) Upon consummation of any Permitted Disposition: (i) the transferee shall be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Private Owner” and, if the transferor Member, prior to such transfer, also was the Manager, such transferee shall be appointed as the Manager (in the place of the transferor Member); (ii) the transferred LLC Interest shall continue to be subject to all the provisions of this Agreement, and the transferee Member shall have the same status as the Private Owner had at the time of consummation of such Permitted Disposition and, without limiting the generality of the foregoing, any outstanding breach, misrepresentation, violation or default (with respect to this Agreement or any Ancillary other Transaction Document) by any direct or indirect predecessor to the transferee as the Member, or by any Affiliate of any such predecessor Member, shall be deemed to constitute an outstanding breach, misrepresentation, violation or default as the case may be, by the transferee Member;; and (iii) subject to Section 8.4(b) and the last sentence of Section 13.8, the transferor Member shall cease to be a member of the Company (and accordingly, except as expressly otherwise provided in Section 8.4(b) or the last sentence of Section 13.8, shall cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Private Owner, in any capacity hereunder). (b) No Permitted Disposition (and no resulting withdrawal or resignation of the transferor Member from the Company) shall: (i) relieve the transferor Member of any of the obligations or liabilities of the transferor Member, in any capacity, under this Agreement or any Ancillary other Transaction Document required to have been paid or performed prior to the consummation of such Permitted Disposition (or of any liability it may have arising out of any breach, misrepresentation, violation or default by the transferor Member prior to such consummation); (ii) result in the termination of, relieve the transferor Member (or any of its Affiliates) of, or otherwise affect, any of the obligations or liabilities of the transferor Member, in any capacity, or its Affiliates under, any Related Party Agreement (such Related Party Agreements to continue in effect in accordance with their respective terms), except to the extent expressly provided in such Related Party Agreement; or; (iii) dissolve the Company; or (iv) relieve the transferor Member of any obligations, liabilities and/or indemnities required pursuant to Section 4.6 hereof. (c) The Initial Member, in its discretion, can waive any provision of Section 8.3 or 8.4(a) in the context of a transfer of the Private Owner Interest pursuant to Section 3.13 or 3.14.

Effect of Permitted Dispositions. (a) Upon consummation of any Permitted Disposition: (i) unless already a Member, the transferee shall be admitted as a member of Member in the Company and be deemed to be a party to this Agreement as a “Member” (with the “Private Owner” and, same effect as if the transferor Member, prior to such transfer, also was the Manager, such transferee shall be appointed had initially been named herein as the Manager (in Member making the place transfer) and succeed to the applicable portion of the transferor Company Interest (including the applicable portion of the Percentage Share) at the time of the transferring Member); (ii) the transferred LLC Company Interest shall continue to be subject to all the provisions of this Agreement, and including the transferee Member shall have the same status as the Private Owner had at the time remainder of consummation of such Permitted Disposition and, without limiting the generality of the foregoing, any outstanding breach, misrepresentation, violation or default (with respect to this Agreement or any Ancillary Document) by any direct or indirect predecessor to the transferee as the Member, or by any Affiliate of any such predecessor Member, shall be deemed to constitute an outstanding breach, misrepresentation, violation or default as the case may be, by the transferee MemberArticle 6; (iii) the Capital Account (whether positive or negative) of the transferring Member (in proportion to the portion of its Percentage Share transferred) shall be transferred to the name of such transferee Member at the close of business on the effective date of such Permitted Disposition; and (iv) if the transferring Member has transferred its entire Company Interest, subject to Section 8.4(bSections 6.5(b) and the last sentence of Section 13.810.8, the transferor transferring Member shall cease to be a member of the Company Member (and accordingly, except as expressly otherwise provided in Section 8.4(b6.5(b) or the last sentence of Section 13.810.8, shall cease to be responsible for the payment or performance of any of the obligations or liabilities of a Member under this Agreement of the Private Owner, in any capacity hereunderAgreement). (b) No Permitted Disposition (and no resulting withdrawal or resignation of the transferor transferring Member from the Company) shall: (i) relieve the transferor transferring Member of any of the liabilities or obligations or liabilities of the transferor Member, in any capacity, transferring Member under this Agreement or any Ancillary Document required to have been paid or performed prior to the consummation of such Permitted Disposition (or of any liability it may have arising out of any breach, misrepresentation, violation or default by the transferor transferring Member prior to such consummation); (ii) result in the termination of, or relieve the transferor transferring Member (or any of its Affiliates) of, or otherwise affect, any of the liabilities or obligations or liabilities of the transferor Member, in any capacity, transferring Member or its Affiliates under, any Related Party Agreement agreement between the Company and any Member or any of its Affiliates (each such Related Party Agreements agreement to continue in effect in accordance with their respective its terms), except to the extent expressly provided in such Related Party Agreement; or (iii) dissolve the Company.

Effect of Permitted Dispositions. (a) Upon consummation of any Permitted Disposition: (i) the transferee shall be admitted as a member Member of the Company and be deemed to be a party to this Agreement as the “Private OwnerMember” and, if the transferor Member, prior to such transfer, also was the Manager, such transferee and shall be appointed as the Manager (in the place of the transferor Member)Manager; (ii) the transferred LLC Company Interest shall continue to be subject to all the provisions of this Agreement, including the remainder of this Article VIII, and the transferee Member shall have the same status as the Private Owner transferor Member had at the time of consummation of such Permitted Disposition and, without limiting the generality of the foregoing, any outstanding breach, misrepresentation, violation or default (with respect to this Agreement or any Ancillary Document) by any direct or indirect predecessor to the transferee as the Member, or by any Affiliate Related Person of any such predecessor Member, shall be deemed to constitute an outstanding breach, misrepresentation, violation or default as the case may be, by the transferee Member; (iii) subject to Section 8.4(b8.04(b) and the last sentence of Section 13.812.09, the transferor Member shall cease to be a member the Member of the Company (and accordingly, except as expressly otherwise provided in Section 8.4(b8.04(b) or the last sentence of Section 13.812.09, shall cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Private Owner, in any capacity hereunderMember). (b) No Permitted Disposition (and no resulting withdrawal or resignation of the transferor Member from the Company) shall: (i) relieve the transferor Member of any of the obligations or liabilities of the transferor Member, in any capacity, Member under this Agreement or any Ancillary Document required to have been paid or performed prior to the consummation of such Permitted Disposition (or of any liability it may have arising out of any breach, misrepresentation, violation or default by the transferor Member prior to such consummation); (ii) result in the termination of, relieve the transferor Member (or any of its AffiliatesRelated Person thereof) of, or otherwise affect, any of the obligations or liabilities of the transferor Member, in Member or any capacity, or its Affiliates Related Person thereof under, any Related Party Agreement (such Related Party Agreements to continue in effect in accordance with their respective terms), except to the extent expressly provided in such Related Party Agreement; or (iii) dissolve the Company.

Effect of Permitted Dispositions. (a) Upon consummation of any Permitted Disposition:Disposition:‌ (i) the transferee shall will be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Private Owner” and, if the transferor Member, prior to such transfer, also was the Manager, such transferee shall will be appointed as the Manager (in the place of the transferor Member); (ii) the transferred LLC Interest shall will continue to be subject to all the provisions of this Agreement, and the transferee Member shall will have the same status as the Private Owner had at the time of consummation of such Permitted Disposition and, without limiting the generality of the foregoing, any outstanding breach, misrepresentation, violation or default (with respect to this Agreement or any Ancillary other Transaction Document) by any direct or indirect predecessor to the transferee as the Member, or by any Affiliate of any such predecessor Member, shall will be deemed to constitute an outstanding breach, misrepresentation, violation or default as the case may be, by the transferee Member;; and‌ (iii) subject to Section 8.4(b) and the last sentence of Section 13.813.7, the transferor Member shall will cease to be a member of the Company (and accordingly, except as expressly otherwise provided in Section 8.4(b) or the last sentence of Section 13.813.7, shall will cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Private Owner, in any capacity hereunder). (b) No Permitted Disposition (and no resulting withdrawal or resignation of the transferor Member from the Company) shall:will:‌ (i) relieve the transferor Member of any of the obligations or liabilities of the transferor Member, in any capacity, under this Agreement or any Ancillary other Transaction Document required to have been paid or performed prior to the consummation of such Permitted Disposition (or of any liability it may have arising out of any breach, misrepresentation, violation or default by the transferor Member prior to such consummation); (ii) result in the termination of, relieve the transferor Member (or any of its Affiliates) of, or otherwise affect, any of the obligations or liabilities of the transferor Member, in any capacity, or its Affiliates under, any Related Party Agreement (such Related Party Agreements to continue in effect in accordance with their respective terms), except to the extent expressly provided in such Related Party Agreement; or; (iii) dissolve the Company.; or‌ (iv) relieve the transferor Member of any obligations, liabilities and indemnities required pursuant to Section 4.6 hereof.‌ (c) The Initial Member, with the consent of the PMN Agent but otherwise in its discretion, can waive any provision of Section 8.3 or 8.4(a) in the context of a transfer of the Private Owner Interest pursuant to Section 3.13 or 3.14.‌

Effect of Permitted Dispositions. (a) Upon consummation of any Permitted Disposition: (i) the transferee shall be admitted as a member of in the Company and be deemed to be a party to this Agreement as a “Member” (with the “Private Owner” and, same effect as if the transferor Member, prior to such transfer, also was the Manager, such transferee shall be appointed had initially been named herein as the Manager (in Member making the place transfer) and succeed to the applicable portion of the transferor Company Interest (including the applicable portion of the Percentage Share) at the time of the transferring Member); (ii) the transferred LLC Company Interest shall continue to be subject to all the provisions of this Agreement, and including the transferee Member shall have the same status as the Private Owner had at the time remainder of consummation of such Permitted Disposition and, without limiting the generality of the foregoing, any outstanding breach, misrepresentation, violation or default (with respect to this Agreement or any Ancillary Document) by any direct or indirect predecessor to the transferee as the Member, or by any Affiliate of any such predecessor Member, shall be deemed to constitute an outstanding breach, misrepresentation, violation or default as the case may be, by the transferee MemberArticle 6; (iii) the Capital Account (whether positive or negative) of the transferring Member (in proportion to the portion of its Percentage Share transferred) shall be transferred to the name of such transferee Member at the close of business on the effective date of such Permitted Disposition; and (iv) if the transferring Member has transferred its entire Company Interest, subject to Section 8.4(bSections 6.7(b) and the last sentence of Section 13.810.7, the transferor transferring Member shall cease to be a member of the Company Member (and accordingly, except as expressly otherwise provided in Section 8.4(bSections 6.7(b) or the last sentence of Section 13.810.7, shall cease to be responsible for the payment or performance of any of the obligations or liabilities of a Member under this Agreement of the Private Owner, in any capacity hereunderAgreement). (b) No Permitted Disposition (and no resulting withdrawal or resignation of the transferor transferring Member from the Company) shall: (i) relieve the transferor transferring Member of any of the liabilities or obligations or liabilities of the transferor Member, in any capacity, transferring Member under this Agreement or any Ancillary Document required to have been paid or performed prior to the consummation of such Permitted Disposition (or of any liability it may have arising out of any breach, misrepresentation, violation or default by the transferor transferring Member prior to such consummation); (ii) result in the termination of, or relieve the transferor transferring Member (or any of its Affiliates) of, or otherwise affect, any of the liabilities or obligations or liabilities of the transferor Member, in any capacity, transferring Member or its Affiliates under, any Related Party Agreement agreement between the Company and any Member or any of its Affiliates (each such Related Party Agreements agreement to continue in effect in accordance with their respective its terms), except to the extent expressly provided in such Related Party Agreement; or (iii) dissolve the Company.

Effect of Permitted Dispositions. (a) Upon consummation of any Permitted Disposition: (i) the transferee shall be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Private Owner” and, if the transferor Member, prior to such transfer, also was the Manager, such transferee shall be appointed as the Manager (in the place of the transferor Member); (ii) the transferred LLC Interest shall continue to be subject to all the provisions of this Agreement, and the transferee Member shall have the same status as the Private Owner had at the time of consummation of such Permitted Disposition and, without limiting the generality of the foregoing, any outstanding breach, misrepresentation, violation or default (with respect to this Agreement or any Ancillary Document) by any direct or indirect predecessor to the transferee as the Member, or by any Affiliate of any such predecessor Member, shall be deemed to constitute an outstanding breach, misrepresentation, violation or default as the case may be, by the transferee Member;; and (iii) subject to Section 8.4(b) and the last sentence of Section 13.8, the transferor Member shall cease to be a member of the Company (and accordingly, except as expressly otherwise provided in Section 8.4(b) or the last sentence of Section 13.8, shall cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Private Owner, in any capacity hereunder). (b) No Permitted Disposition (and no resulting withdrawal or resignation of the transferor Member from the Company) shall: (i) relieve the transferor Member of any of the obligations or liabilities of the transferor Member, in any capacity, under this Agreement or any Ancillary Document required to have been paid or performed prior to the consummation of such Permitted Disposition (or of any liability it may have arising out of any breach, misrepresentation, violation or default by the transferor Member prior to such consummation); (ii) result in the termination of, relieve the transferor Member (or any of its Affiliates) of, or otherwise affect, any of the obligations or liabilities of the transferor Member, in any capacity, or its Affiliates under, any Related Party Agreement (such Related Party Agreements to continue in effect in accordance with their respective terms), except to the extent expressly provided in such Related Party Agreement; or (iii) dissolve the Company.

Effect of Permitted Dispositions. (a) Upon consummation of any Permitted Disposition: (i) the transferee shall will be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Private Owner” and, if the transferor Member, prior to such transfer, also was the Manager, such transferee shall will be appointed as the Manager (in the place of the transferor Member); (ii) the transferred LLC Interest shall will continue to be subject to all the provisions of this Agreement, and the transferee Member shall will have the same status as the Private Owner had at the time of consummation of such Permitted Disposition and, without limiting the generality of the foregoing, any outstanding breach, misrepresentation, violation or default (with respect to this Agreement or any Ancillary other Transaction Document) by any direct or indirect predecessor to the transferee as the Member, or by any Affiliate of any such predecessor Member, shall will be deemed to constitute an outstanding breach, misrepresentation, violation or default as the case may be, by the transferee Member;; and (iii) subject to Section 8.4(b) and the last sentence of Section 13.813.7, the transferor Member shall will cease to be a member of the Company (and accordingly, except as expressly otherwise provided in Section 8.4(b) or the last sentence of Section 13.813.7, shall will cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Private Owner, in any capacity hereunder). (b) No Permitted Disposition (and no resulting withdrawal or resignation of the transferor Member from the Company) shallwill: (i) relieve the transferor Member of any of the obligations or liabilities of the transferor Member, in any capacity, under this Agreement or any Ancillary other Transaction Document required to have been paid or performed prior to the consummation of such Permitted Disposition (or of any liability it may have arising out of any breach, misrepresentation, violation or default by the transferor Member prior to such consummation); (ii) result in the termination of, relieve the transferor Member (or any of its Affiliates) of, or otherwise affect, any of the obligations or liabilities of the transferor Member, in any capacity, or its Affiliates under, any Related Party Agreement (such Related Party Agreements to continue in effect in accordance with their respective terms), except to the extent expressly provided in such Related Party Agreement; or; (iii) dissolve the Company; or (iv) relieve the transferor Member of any obligations, liabilities and indemnities required pursuant to Section 4.6 hereof. (c) The Initial Member, in its discretion, can waive any provision of Section‌ 8.3 or 8.4(a) in the context of a transfer of the Private Owner Interest pursuant to Section 3.13 or 3.14.

Effect of Permitted Dispositions. (a) Upon consummation of any Permitted Disposition: (i) the transferee shall will be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Private Owner” and, if the transferor Member, prior to such transfer, also was the Manager, such transferee shall will be appointed as the Manager (in the place of the transferor Member); (ii) the transferred LLC Interest shall will continue to be subject to all the provisions of this Agreement, and the transferee Member shall will have the same status as the Private Owner had at the time of consummation of such Permitted Disposition and, without limiting the generality of the foregoing, any outstanding breach, misrepresentation, violation or default (with respect to this Agreement or any Ancillary other Transaction Document) by any direct or indirect predecessor to the transferee as the Member, or by any Affiliate of any such predecessor Member, shall will be deemed to constitute an outstanding breach, misrepresentation, violation or default as the case may be, by the transferee Member;; and (iii) subject to Section 8.4(b) and the last sentence of Section 13.813.7, the transferor Member shall will cease to be a member of the Company (and accordingly, except as expressly otherwise provided in Section 8.4(b) or the last sentence of Section 13.813.7, shall will cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Private Owner, in any capacity hereunder). (b) No Permitted Disposition (and no resulting withdrawal or resignation of the transferor Member from the Company) shall:will:‌ (i) relieve the transferor Member of any of the obligations or liabilities of the transferor Member, in any capacity, under this Agreement or any Ancillary other Transaction Document required to have been paid or performed prior to the consummation of such Permitted Disposition (or of any liability it may have arising out of any breach, misrepresentation, violation or default by the transferor Member prior to such consummation); (ii) result in the termination of, relieve the transferor Member (or any of its Affiliates) of, or otherwise affect, any of the obligations or liabilities of the transferor Member, in any capacity, or its Affiliates under, any Related Party Agreement (such Related Party Agreements to continue in effect in accordance with their respective terms), except to the extent expressly provided in such Related Party Agreement; or; (iii) dissolve the Company; or (iv) relieve the transferor Member of any obligations, liabilities and indemnities required pursuant to Section 4.6 hereof. (c) The Initial Member, with the consent of the PMN Agent but otherwise in its discretion, can waive any provision of Section 8.3 or 8.4(a) in the context of a transfer of the Private Owner Interest pursuant to Section 3.13 or 3.14.