Effect of Removal. If the Managing Member elects to remove the Formation Member as the Administrative Member in accordance with this Section 7.05:
(i) from and after the Removal Date, the Formation Member shall hold its Interest in the Venture as a non-managing and non-administrative Member and shall have, subject to clause (ii) below and Section 7.05(b) and Section 7.05(c), the same rights to distributions and allocations as it would have had as the Administrative Member;
(ii) from and after the Removal Date, the Formation Member (and its Affiliates and designees) shall have no further rights to all or any portion of the Asset Management Fee (including the Asset Management Fixed Fee and the Asset Management Performance Fee);
(iii) from and after the Removal Date, the Managing Member shall have the unilateral right to terminate any Affiliate Agreements without penalty;
(iv) as of the Removal Date, the Formation Member shall have no further approval rights over any actions taken by the Managing Member, the Venture or any Subsidiary except with respect to Permanent Major Decisions;
(v) the Formation Member shall have no further duties or obligations as Administrative Member under this Agreement;
(vi) all bank accounts contracts, deposits, accounts or other evidences of any rights of the Venture and its Subsidiaries shall be transferred to the name or control of the such Person as the Managing Member shall direct and the Formation Member shall promptly execute such instruments and take such actions as the Managing Member may request to effect such transfer;
(vii) any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever sustained by the Venture, any Subsidiary or the Managing Member (the “Removal Liabilities”) on account of the Removal Event that gave rise to such removal, as determined in accordance with Section 7.05(d) to the extent the Members cannot agree on the aggregate amount of the Removal Liabilities after good faith negotiations for fifteen (15) days, shall be offset against any Distributions that would otherwise be made to the Formation Member pursuant to Section 6.05 or Section 11.03; provided, that in the case of a Removal Event described in clause (c) of the definition of Removal Event, the aggregate Removal Liabilities related solely to such Removal Event for which the Formation Member shall be responsible pursuant to this paragraph or otherwise shall not ex...
Effect of Removal. If the Condor Member properly elects to remove the TWC Member as the Administrative Member in accordance with this Section 6.10 the TWC Member shall retain its Interest in the LLC as a non-managing Member and shall have the same rights to distributions and allocations it would have had as the Administrative Member; except, that the Promote Member shall lose all rights to Special Distribution Provisions that would otherwise become payable hereunder.
Effect of Removal. After the effective date of removal as Manager, any removed Manager shall cease to be the Manager, but shall continue to be a Member (if applicable) and maintain (i) all of the same economic rights it had prior to removal as Manager, (ii) the right to approve Major Decisions (if such Person is a Qualifying Member), and (iii) its other rights as described herein.
Effect of Removal. If the Partnership exercises the options described in Sections 9.2 or 9.3, then the Partnership shall redeem the removed Partner's Interest for the purchase price (the "Purchase Price") determined under Section 9.5 to be paid on the terms described in Section 9.6.
Effect of Removal or Withdrawal of a Signatory. Upon the removal or withdrawal of a Signatory from this Agreement, except as set forth in Section 10.7, the rights, obligations, and restrictions hereunder of such Signatory shall immediately cease, except in connection with any In-Flight Covered Transactions involving such Signatory, in which case this Agreement shall continue to apply to such Signatory for such In-Flight Covered Transactions.
Effect of Removal. 17 9.5 Valuation of the Interest of a Partner.............................................................17 9.6 Payments to a Removed Limited Partner..............................................................18
Effect of Removal. Following any Removal Vote with respect to any Party, the provisions of ARTICLE 1, Section 4.3, ARTICLE 7, ARTICLE 8, this ARTICLE 9, and ARTICLE 10 shall survive, remain in full force and effect, and continue to apply to such Party, and such Party shall continue to be obligated and bound by the provisions thereof at all times thereafter. Following the Removal Vote, such Party shall forfeit any and all rights to receive any LCFS Base Credits and shall no longer receive any LCFS Base Credits from CARB, and such Party’s forfeited LCFS Base Credits it would have otherwise received thereafter had it not been removed as a Party shall be allocated to the other remaining Participating EDUs pro rata, in each case in accordance with the provisions of the LCFS Regulation. In addition, following the Party’s removal, the Program Administrator may thereafter instruct the Financial Institution to transfer any and all amounts held in such Party’s Individual Deposit Account at such time or at any time thereafter into the Disbursement Account (or any Collective Deposit Account) on a priority basis at any time, and from time to time, thereafter, notwithstanding such Party’s respective pro rata share of any outstanding Reward Amount payment reimbursements or Administrative Expenses.
Effect of Removal. The removal of the General Partner shall be effective upon election of a successor General Partner. A General Partner so removed shall be entitled to receive that amount that would be due him had the assets of the Partnership been sold at their fair market value as of the date of the removal and such proceeds were distributed among the Partners in accordance with Section 6.4. Such removed General Partner shall not be entitled to any other distributions or to exercise any of the rights of a Partner. The Percentage Interest of the removed General Partner shall, as of the effective date of such removal, be vested in the successor General Partner if the removed General Partner was the sole General Partner.
Effect of Removal. Upon the removal of a Group Physician pursuant to Section 5.7 or Section 5.8 of this Agreement, Contractor shall employ, contract with, or otherwise engage, at its cost and expense, a qualified substitute for the removed Group Physician, or shall demonstrate to Hospital’s satisfaction Contractor’s ability to continuously perform the Services without such a substitute. Failure to take such action shall constitute a material breach of this Agreement, subject to Section 5.2. Nothing herein shall be construed to limit Hospital’s rights under Section 5.2 or any other provision of this Agreement.
Effect of Removal. (a) (a) Upon removal of LSE as Backup Servicer hereunder, prior to the transfer of servicing to the S&SA Backup Servicer, it is expressly agreed that the parties are under no obligation to enter into an agreement whereby LSE will become successor Servicer under the Sale and Servicing Agreement.
