Common use of Members' Right to Continue Clause in Contracts

Members' Right to Continue. If at any time there is no remaining Manager, a meeting of the Members shall be held at the principal place of business of the Company within forty-five (45) days after the happening of such event to consider whether to continue the Company on the same terms and conditions as are contained in this Agreement (except that the Managers may be different) and to select a Manager for the Company, or whether to wind up the affairs of the Company, liquidate its assets and distribute the proceeds therefrom in accordance with Article VII hereof. The Company may be continued and a new Manager (who accept such appointment) selected by the Members within ninety (90) days of the occurrence of the event described in Section 7.2(a). The new Manager shall execute, acknowledge, file or record (as appropriate) Articles of Organization and an Operating Agreement and such other documents as may be required by the North Carolina Act. The continuance of the Company pursuant to the terms of this Section 8.2 is conditioned upon (i) the amendment of the Articles of Organization to reflect the foregoing change and, if applicable, compliance by the Company with any notice provisions of the North Carolina Act and (ii) delivery to the withdrawing Manager of an indemnification agreement by the Company, in form and substance reasonably satisfactory to the withdrawing Manager, indemnifying and holding MedCath harmless against all future liabilities of the Company.

Members' Right to Continue. If at any time there is no remaining ManagerBoard Member, a meeting of the Members shall be held at the principal place of business of the Company within forty-five (45) days after the happening of such event to consider whether to continue the Company on the same terms and conditions as are contained in this Agreement (except that the Managers Manager may be different) and to select a Manager Board Members for the Company, or whether to wind up the affairs of the Company, liquidate its assets and distribute the proceeds therefrom in accordance with Article VII hereof. The Company may be continued and a one or more new Manager (who accept such appointmentBoard Member(s) selected by the Members within ninety (90) days of the occurrence of the event described in Section 7.2(a). The new Manager Board Member(s) shall execute, acknowledge, file or record (as appropriate) Articles of Organization and an Operating Agreement and such other documents as may be required by the North Carolina Act. The continuance of the Company pursuant to the terms of this Section 8.2 is conditioned upon (i) the amendment of the Articles of Organization to reflect the foregoing change and, if applicable, compliance by the Company with any notice provisions of the North Carolina Act and (ii) delivery to the withdrawing Manager Board Member(s) of an indemnification agreement by the Company, in form and substance reasonably satisfactory to the withdrawing ManagerBoard Member(s), indemnifying and holding MedCath the withdrawing Board Member(s) harmless against all future liabilities of the Company.

Members' Right to Continue. If at any time there is no remaining Manager, a meeting of the Members shall be held at the principal place of business of the Company within forty-five (45) days after the happening of such event to consider whether to continue the Company on the same terms and conditions as are contained in this Agreement (except that the Managers may be different) and to select a Manager for the Company, or whether to wind up the affairs of the Company, liquidate its assets and distribute the proceeds therefrom in accordance with Article VII hereof. The Company may be continued and a new Manager (who accept such appointment) selected by the Members within ninety (90) days of the occurrence of the event described in Section 7.2(a). The new Manager shall execute, acknowledge, file or record (as appropriate) Articles of Organization and an Operating Agreement and such other documents as may be required by the North Carolina Act. The continuance of the Company pursuant to the terms of this Section 8.2 is conditioned upon (i) the amendment of the Articles of Organization to reflect the foregoing change and, if applicable, compliance by the Company with any notice provisions of the North Carolina Act and (ii) delivery to the withdrawing Manager of an indemnification agreement by the Company, in form and substance reasonably satisfactory to the withdrawing Manager, indemnifying and holding MedCath SAHI harmless against all future liabilities of the Company.