Post-Termination Matters. Without limitation of the Manager’s indemnity obligations under Section 4.6, the Manager, at its sole cost and expense, will be responsible for, and must promptly resolve, any further obligations of the Company or any Ownership Entity that may exist or arise following, and notwithstanding, the winding up and termination of the Company pursuant to the foregoing provisions of this Article IX; provided, however, that in no event will the Company be reconstituted or revived without the express prior written consent of the Initial Member. In furtherance of and with respect to performance of its obligations under this Section 9.4, the Manager has caused the Company, in connection with execution and delivery of this Agreement, to appoint the Private Owner (including any applicable officer or agent thereof, with full power of substitution) as the Company’s continuing representative for resolving any such post-termination matters and performing any such post-termination obligations pursuant to a power of attorney (the “Post-Termination LPOA”), which Post-Termination LPOA will be in the form attached to this Agreement as Exhibit G (or such other form as agreed by the Manager, the Private Owner, and the Initial Member), and which Post-Termination LPOA will be irrevocable and coupled with an interest and will survive the termination of the Company.
Appears in 5 contracts
Samples: Private Owner Interest Sale and Assignment Agreement, Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
Post-Termination Matters. Without limitation of the Manager’s indemnity obligations under Section 4.6, the Manager, at its sole cost and expense, will be responsible for, and must promptly resolve, any further obligations of the Company or any Ownership Entity that may exist or arise following, and notwithstanding, the winding up and termination of the Company pursuant to the foregoing provisions of this Article IX; provided, however, that in no event will the Company be reconstituted or revived without the express prior written consent of the Initial Member. In furtherance of and with respect to performance of its obligations under this Section 9.4, the Manager has caused the Company, in connection with execution and delivery of this Agreement, to appoint the Private Owner (including any applicable officer or agent thereof, with full power of substitution) as the Company’s continuing representative for resolving any such post-termination matters and performing any such post-termination obligations pursuant to a power of attorney (the “Post-Termination LPOA”), which Post-Post- Termination LPOA will be in the form attached to this Agreement as Exhibit G (or such other form as agreed by the Manager, the Private Owner, and the Initial Member), and which Post-Post- Termination LPOA will be irrevocable and coupled with an interest and will survive the termination of the Company.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement, Private Owner Interest Sale and Assignment Agreement
Post-Termination Matters. Without limitation of the Manager’s indemnity obligations under Section 4.6, the Manager, at its sole cost and expense, will be responsible for, and must promptly resolve, any further obligations of the Company or any Ownership Entity that may exist or arise following, and notwithstanding, the winding up and termination of the Company pursuant to the foregoing provisions of this Article IX; provided, however, that in no event will the Company be reconstituted or revived without the express prior written consent of the Initial Member. In furtherance of and with respect to performance of its obligations under this Section 9.4, the Manager has caused the Company, in connection with execution and delivery of this Agreement, to appoint the Private Owner (including any applicable officer or agent thereof, with full power of substitution) as the Company’s continuing representative for resolving any such post-termination matters and performing any such post-termination obligations pursuant to a power of attorney (the “Post-Termination LPOA”), which Post-Termination LPOA will be in the form attached to this Agreement as Exhibit G (or such other form as agreed by the Manager, the Private Owner, and the Initial Member), and which Post-Termination LPOA will be irrevocable and coupled with an interest and will survive the termination of the Company.Company.
Appears in 1 contract
Samples: Private Owner Interest Sale and Assignment Agreement
