Common use of Other Removal Clause in Contracts

Other Removal. For any reason, the Management Committee may elect (in its sole and absolute discretion) at any time, without cause and for any or no reason, to remove Xxxxxxx Management as the Operating Member and to designate any Person as a replacement Operating Member or as a manager who shall fulfill the duties and obligations of the Operating Member, which election may be made by written notice to Xxxxxxx Management not less than fifteen (15) days prior to the effective date of such removal, provided that, the Management Committee agrees to meet and confer with Xxxxxxx Management during such fifteen (15) day period, at the request of Xxxxxxx Management, in connection with such removal. In such event, Xxxxxxx Management (or its Affiliates, as applicable) shall: (i) have no further obligations under Sections 2.03, 2.04 or 2.05, and (ii) otherwise retain its Interest in the Company, including its interests in the Net Income and Net Losses or similar items of, and to receive distributions from, the Company as provided in Articles 4 and 5 of this Agreement. If Xxxxxxx Management is removed as Operating Member pursuant to this Section 2.06(c), then (A) any such replacement Operating Member shall not receive any additional fees or “carried interest” or other profits interest in the Company unless such interest is paid from Paladin’s Interest in the Company and (B) Xxxxxxx Management may elect, by written notice to Paladin within thirty (30) days after the effective date of such removal, to require Paladin to purchase 100% of the Xxxxxxx Members’ Interests in accordance with the procedures set forth in the last two sentences of Section 7.02, and in Section 7.03(a), (b) and (d) and Section 7.05, Section 7.06, Section 7.07, Section 7.08 and Section 7.10 as if a Xxxxxxx Member were a Defaulting Member as a result of one of the Buy-Sell Events referenced in Section 7.01(e)-(g) and the Xxxxxxx Members were the Selling Member and Paladin the Purchasing Member under such provisions of this Agreement (but in such case the provisions of clause (iv) of Section 7.03(a) shall not apply). If Xxxxxxx Management fails to make such election by written notice to Paladin at or before the end of such thirty (30) day period, then Xxxxxxx Management shall be deemed to have waived its rights under clause (B) immediately above. In addition, if Xxxxxxx Management is removed as Operating Member pursuant to this Section 2.06(c), then Paladin shall use its reasonable efforts to obtain written releases of the Xxxxxxx Members (and their respective Affiliates) from all guarantees of liabilities of the Company previously executed by the Lippert Members (and its Affiliates). To the extent such releases cannot be obtained by Paladin, Paladin shall indemnify, defend, protect and hold the Xxxxxxx Members (and such Affiliates) wholly free and harmless from and against any and all claims, liabilities, causes of action, liens, charges, and all other matters arising from such liabilities or guarantees, arising subsequent to the Effective Date of such removal.

Other Removal. For any reason, the Management Committee may elect (in its sole and absolute discretion) at any time, without cause and for any or no reason, to remove Xxxxxxx Management as the Operating Member Manager and to designate any Person as a replacement Operating Member Manager or as a manager who shall fulfill the duties and obligations of the Operating MemberManager, which election may be made by written notice to Xxxxxxx Management not less than fifteen (15) days prior to the effective date of such removal, provided that, the Management Committee agrees to meet and confer with Xxxxxxx Management during such fifteen (15) day period, at the request of Xxxxxxx ManagementXxxxxxx, in connection with such removal. In such event, Xxxxxxx Management (or its Affiliates, as applicable) shall: (i) have no further obligations under Sections 2.03, 2.04 or 2.05, and (ii) otherwise retain its Interest in the Company, including its interests in the Net Income and Net Losses or similar items of, and to receive distributions from, the Company as provided in Articles 4 and 5 of this Agreement. If Xxxxxxx Management is removed as Operating Member Manager pursuant to this Section 2.06(c), then (A) any such replacement Operating Member Manager shall not receive any additional fees or “carried interest” or other profits interest in the Company unless such interest is paid from Paladin’s Interest in the Company and (B) Xxxxxxx Management may elect, by written notice to Paladin within thirty (30) days after the effective date of such removal, to require Paladin to purchase 100% of the Xxxxxxx Members’ Interests Xxxxxxx’x Interest in accordance with the procedures set forth in the last two sentences of Section 7.02, and in Section 7.03(a), (b) and (d) and Section 7.05, Section 7.06, Section 7.07, Section 7.08 and Section 7.10 as if a Xxxxxxx Member were a Defaulting Member as a result of one of the Buy-Sell Events referenced in Section 7.01(e)-(g) and the Xxxxxxx Members were was the Selling Member and Paladin the Purchasing Member under such provisions of this Agreement (but in such case the provisions of clause (iv) of Section 7.03(a) shall not apply). If Xxxxxxx Management fails to make such election by written notice to Paladin at or before the end of such thirty (30) day period, then Xxxxxxx Management shall be deemed to have waived its rights under clause (B) immediately above. In addition, if Xxxxxxx Management is removed as Operating Member Manager pursuant to this Section 2.06(c), then Paladin shall use its reasonable efforts to obtain written releases of the Xxxxxxx Members (and their respective its Affiliates) from all guarantees of liabilities of the Company previously executed by the Lippert Members Xxxxxxx (and its Affiliates). To the extent such releases cannot be obtained by Paladin, Paladin and the Company shall indemnify, defend, protect and hold the Xxxxxxx Members (and such Affiliates) wholly free and harmless from and against any and all claims, liabilities, causes of action, liens, charges, and all other matters arising from such liabilities or guarantees, arising subsequent to the Effective Date of such removal.

Other Removal. For any reason, the Management Committee may elect (in its sole and absolute discretion) at any time, without cause and for any or no reason, to remove Xxxxxxx Management DFP as the Operating Member and to designate any Person as a replacement Operating Member or as a manager who shall fulfill the duties and obligations of the Operating Member, which election may be made by written notice to Xxxxxxx Management DFP not less than fifteen (15) days prior to the effective date of such removal, provided that, the Management Committee agrees to meet and confer with Xxxxxxx Management DFP during such fifteen (15) day period, at the request of Xxxxxxx ManagementDFP, in connection with such removal. In such event, Xxxxxxx Management DFP (or its Affiliates, as applicable) shall: (i) have no further obligations under Sections 2.03, 2.04 or 2.05, and (ii) otherwise retain its Interest in the Company, including its interests in the Net Income and Net Losses or similar items of, and to receive distributions from, the Company as provided in Articles 4 and 5 of this Agreement. If Xxxxxxx Management DFP is removed as Operating Member pursuant to this Section 2.06(c), then (A) any such replacement Operating Member shall not receive any additional fees or “carried interest” or other profits interest in the Company unless such interest is paid from Paladin’s Interest in the Company and (B) Xxxxxxx Management DFP may elect, by written notice to Paladin within thirty (30) days after the effective date of such removal, to require Paladin to purchase 100% of the Xxxxxxx Members’ DFP’s Interests in accordance with the procedures set forth in the last two sentences of Section 7.02, and in Section 7.03(a), (b) and (d) and Section 7.05, Section 7.06, Section 7.07, Section 7.08 and Section 7.10 as if a Xxxxxxx Member DFP were a Defaulting Member as a result of one of the Buy-Sell Events referenced in Section 7.01(e)-(g) and the Xxxxxxx Members DFP were the Selling Member and Paladin the Purchasing Member under such provisions of this Agreement (but in such case the provisions of clause (iv) of Section 7.03(a) shall not apply). If Xxxxxxx Management DFP fails to make such election by written notice to Paladin at or before the end of such thirty (30) day period, then Xxxxxxx Management shall be deemed to have waived its rights under clause (B) immediately above. In addition, if Xxxxxxx Management is removed as Operating Member pursuant to this Section 2.06(c), then Paladin shall use its reasonable efforts to obtain written releases of the Xxxxxxx Members (and their respective Affiliates) from all guarantees of liabilities of the Company previously executed by the Lippert Members (and its Affiliates). To the extent such releases cannot be obtained by Paladin, Paladin shall indemnify, defend, protect and hold the Xxxxxxx Members (and such Affiliates) wholly free and harmless from and against any and all claims, liabilities, causes of action, liens, charges, and all other matters arising from such liabilities or guarantees, arising subsequent to the Effective Date of such removal.thirty

Other Removal. For any reason, the Management Committee may elect (in its sole and absolute discretion) at any time, without cause and for any or no reason, to remove Xxxxxxx Management Xxxxxx as the Operating Member and to designate any Person as a replacement Operating Member or as a manager who shall fulfill the duties and obligations of the Operating Member, which election may be made by written notice to Xxxxxxx Management Xxxxxx not less than fifteen (15) days prior to the effective date of such removal, provided that, the Management Committee agrees to meet and confer with Xxxxxxx Management Xxxxxx during such fifteen (15) day period, at the request of Xxxxxxx ManagementXxxxxx, in connection with such removal. In such event, Xxxxxxx Management Xxxxxx (or its Affiliates, as applicable) shall: (i) have no further obligations under Sections 2.03, 2.04 or 2.052.04, 2.05 and 2.06 and (ii) otherwise retain its Interest in the Company, including its interests in the Net Income and Net Losses or similar items of, and to receive distributions from, the Company as provided in Articles 4 and 5 of this Agreement. If Xxxxxxx Management Xxxxxx is removed as Operating Member pursuant to this Section 2.06(c2.07(c), then (A) any such replacement Operating Member shall not receive any additional fees or “carried interest” or other profits interest in the Company unless such interest is paid from Paladin’s Interest in the Company and (B) Xxxxxxx Management Xxxxxx may elect, by written notice to Paladin within thirty (30) days after the effective date of such removal, to require Paladin to purchase 100% of the Xxxxxxx Members’ Interests Xxxxxx’x Interest in accordance with the procedures set forth in the last two sentences of Section 7.02, and in Section 7.03(a), (b) and (d) and Section 7.05, Section 7.06, Section 7.07, Section 7.08 and Section 7.10 as if a Xxxxxxx Member Xxxxxx were a Defaulting Member as a result of one of the Buy-Sell Events referenced in Section 7.01(e)-(g7.01(f)-(h) and the Xxxxxxx Members were Xxxxxx was the Selling Member and Paladin the Purchasing Member under such provisions of this Agreement (but in such case the provisions of clause (iv) of Section 7.03(a) shall not apply). If Xxxxxxx Management Xxxxxx fails to make such election by written notice to Paladin at or before the end of such thirty (30) day period, then Xxxxxxx Management Xxxxxx shall be deemed to have waived its rights under clause (B) immediately above. In addition, if Xxxxxxx Management Xxxxxx is removed as Operating Member pursuant to this Section 2.06(c2.07(c), then Paladin shall use its reasonable efforts to obtain written releases of the Xxxxxxx Members Xxxxxx (and their respective its Affiliates) from all guarantees of liabilities of the Company previously executed by the Lippert Members Xxxxxx (and its Affiliates). To the extent such releases cannot be obtained by Paladin, Paladin and the Company shall indemnify, defend, protect and hold the Xxxxxxx Members Xxxxxx (and such Affiliates) wholly free and harmless from and against any and all claims, liabilities, causes of action, liens, charges, and all other matters arising from such liabilities or guarantees, arising subsequent to the Effective Date of such removalfrom.

Other Removal. For any reason, the Management Committee may elect (in its sole and absolute discretion) at any timetime after June 1, 2009, without cause and for any or no reason, to remove Xxxxxxx Management Buckingham as the Operating Member and to designate any Person as a replacement Operating Member or as a manager who shall fulfill the duties and obligations of the Operating Member, which election may be made by written notice to Xxxxxxx Management Buckingham not less than fifteen (15) days prior to the effective date of such removal, provided that, the Management Committee agrees to meet and confer with Xxxxxxx Management Buckingham during such fifteen (15) day period, at the request of Xxxxxxx ManagementBuckingham, in connection with such removal. In such event, Xxxxxxx Management Buckingham (or its Affiliates, as applicable) shall: (i) have no further obligations under Sections 2.03, 2.04 or 2.05, and (ii) otherwise retain its Interest in the Company, including its interests in the Net Income and Net Losses or similar items of, and to receive distributions from, the Company as provided in Articles 4 and 5 of this Agreement. If Xxxxxxx Management Buckingham is removed as Operating Member pursuant to this Section 2.06(c), then (A) any such replacement Operating Member shall not receive any additional fees or “carried interest” or other profits interest in the Company unless such interest is paid from Paladin’s Interest in the Company and (B) Xxxxxxx Management Buckingham may elect, by written notice to Paladin within thirty (30) days after the effective date of such removal, to require Paladin to purchase 100% all of the Xxxxxxx Members’ Interests Buckingham’s Interest in accordance with the procedures set forth in the last two sentences of Section 7.02, and in Section 7.03(a), (b) and (d) and Section 7.05, Section 7.06, Section 7.07, Section 7.08 and Section 7.10 as if a Xxxxxxx Member Buckingham were a Defaulting Member as a result of one of the Buy-Sell Events referenced in Section 7.01(e)-(g) and the Xxxxxxx Members Buckingham were the Selling Member and Paladin the Purchasing Member under such provisions of this Agreement (but in such case the provisions of clause (iv) of Section 7.03(a) shall not apply)Agreement. If Xxxxxxx Management Buckingham fails to make such election by written notice to Paladin at or before the end of such thirty (30) day period, then Xxxxxxx Management Buckingham shall be deemed to have waived its rights under clause (B) immediately above. In addition, if Xxxxxxx Management is removed as Operating Member pursuant to this Section 2.06(c), then Paladin shall use its reasonable efforts to obtain written releases of the Xxxxxxx Members (and their respective Affiliates) from all guarantees of liabilities of the Company previously executed by the Lippert Members (and its Affiliates). To the extent such releases cannot be obtained by Paladin, Paladin shall indemnify, defend, protect and hold the Xxxxxxx Members (and such Affiliates) wholly free and harmless from and against any and all claims, liabilities, causes of action, liens, charges, and all other matters arising from such liabilities or guarantees, arising subsequent to the Effective Date of such removal.

Other Removal. For any reason, the Management Committee may elect (in its sole and absolute discretion) at any timetime after December 1, 2009, without cause and for any or no reason, to remove Xxxxxxx Management Buckingham as the Operating Member and to designate any Person as a replacement Operating Member or as a manager who shall fulfill the duties and obligations of the Operating Member, which election may be made by written notice to Xxxxxxx Management Buckingham not less than fifteen (15) days prior to the effective date of such removal, provided that, the Management Committee agrees to meet and confer with Xxxxxxx Management Buckingham during such fifteen (15) day period, at the request of Xxxxxxx ManagementBuckingham, in connection with such removal. In such event, Xxxxxxx Management Buckingham (or its Affiliates, as applicable) shall: (i) have no further obligations under Sections 2.03, 2.04 or 2.05, and (ii) otherwise retain its Interest in the Company, including its interests in the Net Income and Net Losses or similar items of, and to receive distributions from, the Company as provided in Articles 4 and 5 of this Agreement. If Xxxxxxx Management Buckingham is removed as Operating Member pursuant to this Section 2.06(c), then (A) any such replacement Operating Member shall not receive any additional fees or “carried interest” or other profits interest in the Company unless such interest is paid from Paladin’s Interest in the Company and (B) Xxxxxxx Management Buckingham may elect, by written notice to Paladin within thirty (30) days after the effective date of such removal, to require Paladin to purchase 100% all of the Xxxxxxx Members’ Interests Buckingham’s Interest in accordance with the procedures set forth in the last two sentences of Section 7.02, and in Section 7.03(a), (b) and (d) and Section 7.05, Section 7.06, Section 7.07, Section 7.08 and Section 7.10 as if a Xxxxxxx Member Buckingham were a Defaulting Member as a result of one of the Buy-Sell Events referenced in Section 7.01(e)-(g) and the Xxxxxxx Members Buckingham were the Selling Member and Paladin the Purchasing Member under such provisions of this Agreement (but in such case the provisions of clause (iv) of Section 7.03(a) shall not apply)Agreement. If Xxxxxxx Management Buckingham fails to make such election by written notice to Paladin at or before the end of such thirty (30) day period, then Xxxxxxx Management Buckingham shall be deemed to have waived its rights under clause (B) immediately above. In addition, if Xxxxxxx Management is removed as Operating Member pursuant to this Section 2.06(c), then Paladin shall use its reasonable efforts to obtain written releases of the Xxxxxxx Members (and their respective Affiliates) from all guarantees of liabilities of the Company previously executed by the Lippert Members (and its Affiliates). To the extent such releases cannot be obtained by Paladin, Paladin shall indemnify, defend, protect and hold the Xxxxxxx Members (and such Affiliates) wholly free and harmless from and against any and all claims, liabilities, causes of action, liens, charges, and all other matters arising from such liabilities or guarantees, arising subsequent to the Effective Date of such removal.

Other Removal. For any reason, the Management Committee may elect (in its sole and absolute discretion) at any time, without cause and for any or no reason, to remove Xxxxxxx Management Xxxxxx as the Operating Member and to designate any Person as a replacement Operating Member or as a manager who shall fulfill the duties and obligations of the Operating Member, which election may be made by written notice to Xxxxxxx Management Xxxxxx not less than fifteen (15) days prior to the effective date of such removal, provided that, the Management Committee agrees to meet and confer with Xxxxxxx Management Xxxxxx during such fifteen (15) day period, at the request of Xxxxxxx ManagementXxxxxx, in connection with such removal. In such event, Xxxxxxx Management Xxxxxx (or its Affiliates, as applicable) shall: (i) have no further obligations under Sections 2.03, 2.04 or 2.052.04, 2.05 and 2.06 and (ii) otherwise retain its Interest in the Company, including its interests in the Net Income and Net Losses or similar items of, and to receive distributions from, the Company as provided in Articles 4 and 5 of this Agreement. If Xxxxxxx Management Xxxxxx is removed as Operating Member pursuant to this Section 2.06(c2.07(c), then (A) any such replacement Operating Member shall not receive any additional fees or “carried interest” or other profits interest in the Company unless such interest is paid from Paladin’s Interest in the Company and Company, (B) Xxxxxxx Management the Master Lease shall automatically terminate and be of no further force and effect, and (C) Xxxxxx may elect, by written notice to Paladin within thirty (30) days after the effective date of such removal, to require Paladin to purchase 100% of the Xxxxxxx Members’ Interests Xxxxxx’x Interest in accordance with the procedures set forth in the last two sentences of Section 7.02, and in Section 7.03(a), (b) and (d) and Section 7.05, Section 7.06, Section 7.07, Section 7.08 and Section 7.10 as if a Xxxxxxx Member Xxxxxx were a Defaulting Member as a result of one of the Buy-Sell Events referenced in Section 7.01(e)-(g7.01(f)-(h) and the Xxxxxxx Members were Xxxxxx was the Selling Member and Paladin the Purchasing Member under such provisions of this Agreement (but in such case the provisions of clause (iv) of Section 7.03(a) shall not apply). If Xxxxxxx Management Xxxxxx fails to make such election by written notice to Paladin at or before the end of such thirty (30) day period, then Xxxxxxx Management Xxxxxx shall be deemed to have waived its rights under clause (BC) immediately above. In addition, if Xxxxxxx Management Xxxxxx is removed as Operating Member pursuant to this Section 2.06(c2.07(c), then Paladin shall use its reasonable efforts to obtain written releases of the Xxxxxxx Members Xxxxxx (and their respective its Affiliates) from all guarantees of liabilities of the Company previously executed by the Lippert Members Xxxxxx (and its Affiliates). To the extent such releases cannot be obtained by Paladin, Paladin and the Company shall indemnify, defend, protect and hold the Xxxxxxx Members Xxxxxx (and such Affiliates) wholly free and harmless from and against any and all claims, liabilities, causes of action, liens, charges, and all other matters arising from such liabilities or guarantees, arising subsequent to the Effective Date of such removalfrom.

Other Removal. For any reason, the Management Committee may elect (in its sole and absolute discretion) at any time, without cause and for any or no reason, to remove Xxxxxxx Management ERES as the Operating Member and to designate any Person as a replacement Operating Member or as a manager who shall fulfill the duties and obligations of the Operating Member, which election may be made by written notice to Xxxxxxx Management ERES not less than fifteen (15) days prior to the effective date of such removal, provided that, the Management Committee agrees to meet and confer with Xxxxxxx Management ERES during such fifteen (15) day period, at the request of Xxxxxxx ManagementERES, in connection with such removal. In such event, Xxxxxxx Management ERES (or its Affiliates, as applicable) shall: (i) have no further obligations under Sections 2.03, 2.04 or 2.05, and (ii) otherwise retain its Interest in the Company, including its interests in the Net Income and Net Losses or similar items of, and to receive distributions from, the Company as provided in Articles 4 and 5 of this Agreement. If Xxxxxxx Management ERES is removed as Operating Member pursuant to this Section 2.06(c), then (A) any such replacement Operating Member shall not receive any additional fees or “carried interest” or other profits interest in the Company unless such interest is paid from Paladin’s Interest in the Company and (B) Xxxxxxx Management ERES may elect, by written notice to Paladin within thirty (30) days after the effective date of such removal, to require Paladin to purchase 100% of the Xxxxxxx MembersERES’ Interests in accordance with the procedures set forth in the last two sentences of Section 7.02, and in Section 7.03(a), (b) and (d) and Section 7.05, Section 7.06, Section 7.07, Section 7.08 and Section 7.10 as if a Xxxxxxx Member ERES were a Defaulting Member as a result of one of the Buy-Sell Events referenced in Section 7.01(e)-(g) and the Xxxxxxx Members ERES were the Selling Member and Paladin the Purchasing Member under such provisions of this Agreement (but in such case the provisions of clause (iv) of Section 7.03(a) shall not apply). If Xxxxxxx Management ERES fails to make such election by written notice to Paladin at or before the end of such thirty (30) day period, then Xxxxxxx Management ERES shall be deemed to have waived its rights under clause (B) immediately above. In addition, if Xxxxxxx Management ERES is removed as Operating Member pursuant to this Section 2.06(c), then Paladin shall use its reasonable efforts to obtain written releases of the Xxxxxxx Members ERES (and their respective its Affiliates) from all guarantees of liabilities of the Company previously executed by the Lippert Members ERES (and its Affiliates). To the extent such releases cannot be obtained by Paladin, Paladin shall indemnify, defend, protect and hold the Xxxxxxx Members ERES (and such Affiliates) wholly free and harmless from and against any and all claims, liabilities, causes of action, liens, charges, and all other matters arising from such liabilities or guarantees, arising subsequent to the Effective Date of such removal.

Other Removal. For any reason, the Management Committee may elect (in its sole and absolute discretion) at any time, without cause and for any or no reason, to remove Xxxxxxx Management NVR as the Operating Member and to designate any Person as a replacement Operating Member or as a manager who shall fulfill the duties and obligations of the Operating Member, which election may be made by written notice to Xxxxxxx Management NVR not less than fifteen (15) days prior to the effective date of such removal, provided that, the Management Committee agrees to meet and confer with Xxxxxxx Management NVR during such fifteen (15) day period, at the request of Xxxxxxx ManagementNVR, in connection with such removal. In such event, Xxxxxxx Management NVR (or its Affiliates, as applicable) shall: (i) have no further obligations under Sections 2.03, 2.04 or 2.05, and (ii) otherwise retain its Interest in the Company, including its interests in the Net Income and Net Losses or similar items of, and to receive distributions from, the Company as provided in Articles 4 and 5 of this Agreement. If Xxxxxxx Management NVR is removed as Operating Member pursuant to this Section 2.06(c), then (A) any such replacement Operating Member shall not receive any additional fees or “carried interest” or other profits interest in the Company unless such interest is paid from Paladin’s Interest in the Company and (B) Xxxxxxx Management the Northview Members may (subject to the terms and provisions of the Loan Documents) elect, by written notice to Paladin within thirty (30) days after the effective date of such removal, to require Paladin to purchase 100% of the Xxxxxxx Members’ Northeview Member’s Interests in accordance with the procedures set forth in the last two sentences of Section 7.02, and in Section 7.03(a), (b) and (d) and Section 7.05, Section 7.06, Section 7.07, Section 7.08 and Section 7.10 as if a Xxxxxxx Member NVR were a Defaulting Member as a result of one of the Buy-Sell Events referenced in Section 7.01(e)-(g) and the Xxxxxxx Northview Members were the Selling Member and Paladin the Purchasing Member under such provisions of this Agreement (but in such case the provisions of clause (iv) of Section 7.03(a) shall not apply). If Xxxxxxx Management fails the Northview Members fail to make such election by written notice to Paladin at or before the end of such thirty (30) day period, then Xxxxxxx Management the Northview Members shall be deemed to have waived its their rights under clause (B) immediately above. In addition, if Xxxxxxx Management NVR is removed as Operating Member pursuant to this Section 2.06(c), then Paladin shall use its reasonable efforts to obtain written releases of the Xxxxxxx Members NVR (and their respective its Affiliates) from all guarantees of liabilities of the Company previously executed by the Lippert Members NVR (and its Affiliates). To the extent such releases cannot be obtained by Paladin, Paladin shall indemnify, defend, protect and hold the Xxxxxxx Members NVR (and such Affiliates) wholly free and harmless from and against any and all claims, liabilities, causes of action, liens, charges, and all other matters arising from such liabilities or guarantees, arising subsequent to the Effective Date of such removal.