Common use of Effect of Removal Clause in Contracts

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 exceed the amount distributable to the Formation Member under the Promote Distribution Provisions calculated as of the Removal Date based on a deemed liquidation of the Venture Assets as of such date at the values determined in accordance with this Section 7.05(c), and shall be paid by the Formation Member as and when Distributions hereunder pursuant to the Promote Distribution Provisions are made to the Formation Member; and (viii) from and after the expiration of the Forced Sale Lockout End Date with respect to the Formation Member, if the underlying Removal Event was also a Promote Loss Event, the Formation Member shall have the right, by delivering Notice to the NorthStar Member (the “Put Notice”) at any time after the expiration of such Forced Sale Lockout End Date, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Put Closing”). The Put Closing shall occur on a date and at a place designated by the NorthStar Member, which is not more than sixty (60) days after the Formation Member has delivered the Put Notice. The purchase price for the Interest of the Formation Member shall be the amount that would be distributed to the Formation Member if all of the assets of the Venture were sold for fair market value as of the expiration of the Forced Sale Lockout End Date with respect to the Formation Member (as determined through the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03; provided, that if the Formation Member is removed as the Administrative Member by the Managing Member as a result of a Removal Event that constitutes a Promote Loss Event, in determining such purchase price, any amount that would otherwise have been distributed to the Formation Member pursuant to the Promote Distribution Provisions shall instead be distributed to the Members, pro rata in accordance with their Percentage Interests.

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 The removal of the Asset Management Fee (including General Partner upon a Default shall be without prejudice to 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 Limited Partner to recover any damages it may incur from any such Default and, without limitations shall be transferred to not release 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 General Partner or the Managing Member (limited partnership from any obligations they may have under this Agreement or 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 exceed the amount distributable to the Formation Member under the Promote Distribution Provisions calculated as of the Removal Date based on a deemed liquidation of the Venture Assets as of such date at the values determined in accordance with this Section 7.05(c), and shall be paid by the Formation Member as and when Distributions hereunder pursuant to the Promote Distribution Provisions are made to the Formation Member; and (viii) from and after the expiration of the Forced Sale Lockout End Date Lease with respect to the Formation Membermaking of Minimum Amount distributions, if paying Base Rent and paying interest or Default Interest on both, any Guarantors from their respective obligations under the underlying Removal Event was also a Promote Loss EventGuarantees or any of the other obligations of the SFEC Entities under the Overall Agreement and the other Related Agreements (including in each case obligations with respect to the Liquidity Puts provided for in the Overall Agreement), provided, that, any obligations to make then future -------- required minimum capital expenditures will terminate effective upon removal. If the General Partner is removed or resigns, the Formation Member shall have the right, by delivering Notice to the NorthStar Member (the “Put Notice”) at any time Limited Partner may elect a substitute general partner. Upon and after the expiration of such Forced Sale Lockout End Date, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Put Closing”). The Put Closing shall occur on a date and at a place designated by the NorthStar Member, which is not more than sixty (60) days after the Formation Member has delivered the Put Notice. The purchase price for the Interest removal of the Formation Member General Partner, the Limited Partner shall be (i) operate the amount that would Amusement Park in a commercially reasonable manner, (ii) sell the Amusement Park on commercially reasonable. terms or (iii) enter into a commercially reasonable arrangement with a third party to operate the Amusement Park and cause to be distributed to the Formation Member if Limited Partner its share of all Available Cash generated by such operations, and any Available Cash so distributed to the Limited Partner (as well as, to the extent applicable, any proceeds received by the Limited Partner or Fund with respect of any sale or other disposition of the Amusement Park or a substantial portion of the assets relating thereto) shall, net of appropriate costs incurred in connection therewith, offset the obligation of the Venture were sold for fair market value limited partnership, the General Partner and the Guarantors, after such removal, to pay or cause to be paid, as applicable, then future Minimum Amount distributions, then future Base Rent and interest or Default Interest on both. In any dispute, in determining whether and the extent to which such future Minimum Rent, Base Rent and interest or Default Interest obligations are so offset, the General Partner shall have the burden of proving by a preponderance of the expiration evidence that any operation of the Forced Sale Lockout End Date with respect to Amusement Park by the Formation Member (as determined through Limited Partner, the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and Amusement Park or any arrangement with a third party to operate the Amusement Park is not commercially reasonable. Following the removal of Six Flags Over Texas, Inc. (or its Subsidiaries were dischargedsuccessor) as General Partner, and for purposes of calculating the Venture was liquidated and all assets of the Venture were distributed Put Price in accordance with Article III of the provisions Overall Agreement, EBITDA shall continue to be calculated in the manner described in the Overall Agreement and the operator of Section 11.03; provided, that if the Formation Member is removed as the Administrative Member Amusement Park shall be bound by the Managing Member covenants and limitations contained in this Agreement as a result of a Removal Event that constitutes a Promote Loss Event, in determining such purchase price, any amount that would otherwise have been distributed they relate to the Formation Member pursuant operation of the Amusement Park to the Promote Distribution Provisions shall instead same extent as Six Flags Over Texas, Inc. and the limited partnership were bound by such provisions prior to Six Flags Over Texas, Inc.'s (or its successors) ceasing to be distributed to the Members, pro rata in accordance with their Percentage InterestsGeneral Partner.

Effect of Removal. If the Managing NorthStar Member elects to remove the Formation TFG 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 NorthStar Member shall have the unilateral right to terminate any Affiliate Agreements without penalty; (ivii) as of the Removal Date, the Formation TFG Member shall have no further approval rights over any actions taken by the Managing NorthStar Member, the Venture or any Subsidiary except with respect to any amendments or modifications to this Agreement that have an adverse effect on the TFG Member in any material respect and Permanent Major Decisions; (iii) from and after the Removal Date through the TFG Exit Date, the TFG Member shall retain its Interest in the Venture as a non-Administrative Member but shall no longer have any rights to Distributions or allocations; (iv) the TFG Member shall have no further obligation to make Capital Contributions to the Venture; (v) the Formation TFG Member shall have no further duties or obligations as Administrative Member under this Agreement; (vi) the TFG Member shall not by reason of any change in management control hereunder be released from any liability that the TFG Member may have to the NorthStar Member or the Venture by reason of the breach that resulted in such removal, if any, by the TFG Member of its obligations under this Agreement prior to the change in management control, but the TFG Member shall not be liable for any liabilities of the Venture or its Subsidiaries first arising from and after the change in management control other than for such liabilities caused by the TFG Member or any of its Affiliates, if any; (vii) 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 NorthStar Member shall direct and the Formation TFG Member shall promptly execute such instruments and take such actions as the Managing NorthStar 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 the NorthStar Member may execute any and all such documents in the case of a Removal Event described in clause (c) name of the definition of Removal Event, the aggregate Removal Liabilities related solely to such Removal Event for which the Formation TFG Member shall be responsible pursuant to this paragraph or otherwise shall not exceed the amount distributable to the Formation Member under the Promote Distribution Provisions calculated as of the Removal Date based on a deemed liquidation of the Venture Assets as of such date at the values determined in accordance with this Section 7.05(c), and shall be paid by the Formation Member as and when Distributions hereunder pursuant to the Promote Distribution Provisions are made to the Formation Memberpower-of-attorney referenced in Section 7.03(h); and (viii) from the NorthStar Member shall provide the TFG Member and after the expiration TFG Recourse Party with a Release or Release Indemnity, as required under Section 12.03, which Release or Release Indemnity shall be effective as of the Forced Sale Lockout End Removal Date (and any Contribution Agreement shall remain in effect with respect to events occurring during the Formation Member, if the underlying Removal Event was also a Promote Loss Event, the Formation Member shall have the right, by delivering Notice period prior to the NorthStar Member (the “Put Notice”) at any time after the expiration of such Forced Sale Lockout End Removal Date, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Put Closing”). The Put Closing shall occur on a date and at a place designated by the NorthStar Member, which is not more than sixty (60) days after the Formation Member has delivered the Put Notice. The purchase price for the Interest of the Formation Member shall be the amount that would be distributed to the Formation Member if all of the assets of the Venture were sold for fair market value as of the expiration of the Forced Sale Lockout End Date with respect to the Formation Member (as determined through the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03; provided, that if the Formation Member is removed as the Administrative Member by the Managing Member as a result of a Removal Event that constitutes a Promote Loss Event, in determining such purchase price, any amount that would otherwise have been distributed to the Formation Member pursuant to the Promote Distribution Provisions shall instead be distributed to the Members, pro rata in accordance with their Percentage Interests.

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 The removal of the Asset Management Fee (including General Partner upon a Default shall be without prejudice to 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 Limited Partner to recover any damages it may incur from any such Default and, without limitation, shall be transferred to not release 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 General Partner or the Managing Member (limited partnership from any obligations they may have under this Agreement or 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 exceed the amount distributable to the Formation Member under the Promote Distribution Provisions calculated as of the Removal Date based on a deemed liquidation of the Venture Assets as of such date at the values determined in accordance with this Section 7.05(c), and shall be paid by the Formation Member as and when Distributions hereunder pursuant to the Promote Distribution Provisions are made to the Formation Member; and (viii) from and after the expiration of the Forced Sale Lockout End Date Lease with respect to the Formation Membermaking of Minimum Amount distributions, if paying Base Rent and paying interest or Default Interest on both), any Guarantors from their respective obligations under the underlying Removal Event was also a Promote Loss EventGuarantees or any of the other obligations of the SFEC Entities under the Overall Agreement and the other Related Agreements (including in each case obligations with respect to the Liquidity Puts provided for in the Overall Agreement), provided that any obligations to make then future -------- required minimum capital expenditures will terminate effective upon removal. If the General Partner is removed or resigns, the Formation Member shall have the right, by delivering Notice to the NorthStar Member (the “Put Notice”) at any time Limited Partner may elect a substitute General Partner. Upon and after the expiration of such Forced Sale Lockout End Date, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Put Closing”). The Put Closing shall occur on a date and at a place designated by the NorthStar Member, which is not more than sixty (60) days after the Formation Member has delivered the Put Notice. The purchase price for the Interest removal of the Formation Member General Partner, the Limited Partner shall be (i) operate the amount that would Amusement Park in a commercially reasonable manner, (ii) sell the Amusement Park on commercially reasonable terms or (iii) enter into a commercially reasonable arrangement with a third party to operate the Amusement Park and cause to be distributed to the Formation Member if Limited Partner its share of all Available Cash generated by such operations, and any Available Cash so distributed to the Limited Partner (as well as, to the extent applicable, any proceeds received by the Limited Partner or Fund with respect of any sale or other disposition of the Amusement Park or a substantial portion of the assets relating thereto) shall, net of appropriate costs incurred in connection therewith, offset the obligation of the Venture were sold for fair market value limited partnership, the General Partner and the Guarantors, after such removal, to pay or cause to be paid, as applicable, then future Minimum Amount distributions, then future Base Rent and interest or Default Interest on both. In any dispute, in determining whether and the extent to which such future Minimum Rent, Base Rent and interest or Default Interest obligations are so offset, the General Partner shall have the burden of proving by a preponderance of the expiration evidence that any operation of the Forced Sale Lockout End Date with respect to Amusement Park by the Formation Member (as determined through Limited Partner, the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and Amusement Park or any arrangement with a third party to operate the Amusement Park is not commercially reasonable. Following the removal of SFOG II, Inc. (or its Subsidiaries were dischargedsuccessor) as the General Partner, and for purposes of calculating the Venture was liquidated and all assets of the Venture were distributed Put Price in accordance with Article III of the provisions Overall Agreement, EBITDA shall continue to be calculated in the manner described in the Overall Agreement and the operator of Section 11.03; provided, that if the Formation Member is removed as the Administrative Member Amusement Park shall be bound by the Managing Member covenants and limitations contained in this Agreement as a result of a Removal Event that constitutes a Promote Loss Event, in determining such purchase price, any amount that would otherwise have been distributed they relate to the Formation Member pursuant operation of the Amusement Park to the Promote Distribution Provisions shall instead same extent as SFOG II, Inc. and Flags II were bound by such provisions prior to SFOG II, Inc. (or its successor) ceasing to be distributed to the Members, pro rata in accordance with their Percentage InterestsGeneral Partner.

Effect of Removal. If the Managing NorthStar Member elects to remove the Formation TFG 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 NorthStar Member shall have the unilateral right to terminate any Affiliate Agreements without penalty; (ivii) as of the Removal Date, the Formation TFG Member shall have no further approval rights over any actions taken by the Managing NorthStar Member, the Venture or any Subsidiary except with respect to any amendments or modifications to this Agreement that have an adverse effect on the TFG Member in any material respect and Permanent Major Decisions; (iii) from and after the Removal Date through the TFG Exit Date, the TFG Member shall retain its Interest in the Venture as a non-Administrative Member but shall no longer have any rights to Distributions or allocations; (iv) the TFG Member shall have no further obligation to make Capital Contributions to the Venture; (v) the Formation TFG Member shall have no further duties or obligations as Administrative Member under this Agreement; (vi) the TFG Member shall not by reason of any change in management control hereunder be released from any liability that the TFG Member may have to the NorthStar Member or the Venture by reason of the breach that resulted in such removal, if any, by the TFG Member of its obligations under this Agreement prior to the change in management control, but the TFG Member shall not be liable for any liabilities of the Venture or its Subsidiaries first arising from and after the change in management control other than for such liabilities caused by the TFG Member or any of its Affiliates, if any; and (vii) 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 NorthStar Member shall direct and the Formation TFG Member shall promptly execute such instruments and take such actions as the Managing NorthStar 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 exceed the amount distributable to the Formation Member under the Promote Distribution Provisions calculated as of the Removal Date based on a deemed liquidation of the Venture Assets as of such date at the values determined in accordance with this Section 7.05(c), and shall be paid by the Formation Member as and when Distributions hereunder pursuant to the Promote Distribution Provisions are made to the Formation Member; and (viii) from and after the expiration of the Forced Sale Lockout End Date with respect to the Formation Member, if the underlying Removal Event was also a Promote Loss Event, the Formation Member shall have the right, by delivering Notice to the NorthStar Member (may execute any and all such documents in the “Put Notice”) at any time after the expiration of such Forced Sale Lockout End Date, to cause the NorthStar Member to purchase from the Formation Member its entire Interest (the “Put Closing”). The Put Closing shall occur on a date and at a place designated by the NorthStar Member, which is not more than sixty (60) days after the Formation Member has delivered the Put Notice. The purchase price for the Interest name of the Formation Member shall be the amount that would be distributed to the Formation Member if all of the assets of the Venture were sold for fair market value as of the expiration of the Forced Sale Lockout End Date with respect to the Formation Member (as determined through the “baseball arbitration” procedures described in Section 7.05(f)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03; provided, that if the Formation Member is removed as the Administrative Member by the Managing Member as a result of a Removal Event that constitutes a Promote Loss Event, in determining such purchase price, any amount that would otherwise have been distributed to the Formation TFG Member pursuant to the Promote Distribution Provisions shall instead be distributed to the Members, pro rata power-of-attorney referenced in accordance with their Percentage InterestsSection 7.03(h).