Common use of MEMBER INSULATION Clause in Contracts

MEMBER INSULATION. (a) For so long as, and only during periods from time to time in which the Company shall directly or indirectly hold (or otherwise be attributed with) an ownership or other interest in a Media Enterprise that is "attributed" to the Company under the FCC rules relating to the particular FCC service in which the Media Enterprise operates, no provision of this Agreement shall be construed to permit any Member (other than an Excluded Member), or any person or entity that is a director, officer, partner, employee, or 5% or greater shareholder or other owner of a Member (an "INSULATED MEMBER AFFILIATE"), to do any of the following: (i) act as an employee of the Company if such Members or Member Affiliate's functions, directly or indirectly, relate to such Media Enterprise; (ii) serve, in any material capacity, as an independent contractor or agent of the Company with respect to such Media Enterprise; (iii) communicate with the Media Enterprise on matters pertaining to the day-to-day operations of such Media Enterprise; (iv) vote to admit any additional Member to the Company; (v) vote to amend or modify this section of the LLC Agreement; (vi) perform any services for the Company materially relating to such Media Enterprise, with the exception of making loans to, or acting as a surety for, such Media Enterprise or the Company; or (vii) become actively involved in the management or operation of such Media Enterprise. (b) Notwithstanding any other provision of this LLC Agreement to the contrary, a Member that would otherwise be subject to the restrictions set forth in Section 3.11(a) may elect to the treated as an Excluded Member for purposes of this Section 3.11 by giving notice thereof in writing to the other Members.

MEMBER INSULATION. (a) For so long as, and only during periods from time to time in which the Company shall directly or indirectly hold (or otherwise be attributed with) an ownership or other interest in a Media Enterprise that is "attributed" to the Company under the FCC rules relating to the particular FCC service in which the Media Enterprise operates, no provision of this Agreement shall be construed to permit any Member (other than an Excluded Member), or any person or entity that is a director, officer, partner, employee, or 5% or greater shareholder or other owner of a Member (an "INSULATED MEMBER AFFILIATEInsulated Member Affiliate"), to do any of the following: (i) act as an employee of the Company if such Members or Member Affiliate's functions, directly or indirectly, relate to such Media Enterprise; (ii) serve, in any material capacity, as an independent contractor or agent of the Company with respect to such Media Enterprise; (iii) communicate with the Media Enterprise on matters pertaining to the day-to-day operations of such Media Enterprise; (iv) vote to admit any additional Member to the Company; (v) vote to amend or modify this section of the LLC Agreement; (vi) perform any services for the Company materially relating to such Media Enterprise, with the exception of making loans to, or acting as a surety for, such Media Enterprise or the Company; or (vii) become actively involved in the management or operation of such Media Enterprise. (b) Notwithstanding any other provision of this LLC Agreement to the contrary, a Member that would otherwise be subject to the restrictions set forth in Section 3.11(a) may elect to the treated as an Excluded Member for purposes of this Section 3.11 by giving notice thereof in writing to the other Members.