Common use of Rights or Powers Clause in Contracts

Rights or Powers. (a) Other than the Managing Member, the Members, acting in their capacity as Members, shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Members have all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. A Member, any Affiliate thereof or an employee, stockholder, agent, director or officer of a Member or any Affiliate thereof, may also be an employee or be retained as an agent of the Company. The existence of these relationships and acting in such capacities will not result in the Member (other than the Managing Member) being deemed to be participating in the control of the business of the Company or otherwise affect the limited liability of the Member. Except as specifically provided herein, a Member (other than the Managing Member) shall not, in its capacity as a Member, take part in the operation, management or control of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company. (b) The Company shall promptly (but in any event within three business days) notify the Members in writing if, to the Company’s knowledge, for any reason, it would be an “investment company” within the meaning of the Investment Company Act of 1940 (the “Investment Company Act”), as amended, but for the exceptions provided in Section 3(c)(1) or 3(c)(7) thereunder. (c) For so long as Xxxxx Fargo holds any interest in the Company, the Company shall upon written request by Xxxxx Fargo at any time, reasonably cooperate with such request, subject to Section 18-305 of the Act, to provide Xxxxx Fargo with information regarding the nature of the Company’s assets and those of its Subsidiaries, sufficient to allow Xxxxx Fargo to determine whether or not any such assets are “investment securities” under Section 3(a)(2) of the Investment Company Act and whether the value of any such “investment securities” held by the Company or any such Subsidiary exceeds 40% of the value of the total assets of the Company or such Subsidiary, as the case may be.

Rights or Powers. (a) Other than the Managing Member, the The Members, acting in their capacity as Members, shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Members have all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. A Member, any Affiliate thereof or an employee, stockholder, agent, director or officer of a Member or any Affiliate thereof, may also be an employee or be retained as an agent of the Company. The existence of these relationships and acting in such capacities will not result in the Member (other than the Managing Member) being deemed to be participating in the control of the business of the Company or otherwise affect the limited liability of the Member. Except as specifically provided herein, a Member (other than the Managing Member) shall not, in its capacity as a Member, take part in the operation, management or control of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company. (b) Each of the Members acknowledges and understands all of the Company’s, EBS LLC’s and the other Companies’ rights and obligations pursuant to the Merger Agreement, the Transition Services Agreement, the Parent Cash Repayment and any other Related Party Agreement entered into after the Effective Date in accordance with this Agreement, and the Company and the Board shall timely keep, observe, perform and cause to be performed all of the Company’s, EBS LLC’s and each of the other Companies’ duties and obligations thereunder. The Company shall promptly (but in not take, and shall not cause or allow EBS LLC or any event within three business days) notify the Members in writing if, to the Company’s knowledge, for any reason, it would be an “investment company” within the meaning of the Investment other Companies to take or purport to take, actions in contravention of, or engage in activities inconsistent with, the Merger Agreement, the Transition Services Agreement or any Related Party Agreement. The Company Act of 1940 (the “Investment Company Act”)shall, from time to time, as amendedand when required, but for the exceptions provided in Section 3(c)(1) or 3(c)(7) thereunder. (c) For so long as Xxxxx Fargo holds any interest in the Company, the Company shall upon written request by Xxxxx Fargo at any time, reasonably cooperate with such request, subject to Section 18-305 of the Act, to provide Xxxxx Fargo with information regarding the nature cause EBS LLC and each of the Company’s assets and those of its Subsidiaries, sufficient other Subsidiaries to make distributions upon their respective equity interests in aggregate amounts necessary to allow Xxxxx Fargo the Company to determine whether or not any such assets are “investment securities” under make Tax Distributions to the Members as provided in Section 3(a)(2) 5.2(a). Notwithstanding anything to the contrary contained herein, the Emdeon Members shall have the sole and exclusive right and authority on behalf of the Investment Company Act to cause the Company and whether each of the value Companies to keep and observe any and all of any such “investment securities” held their respective obligations under the Transition Services Agreement that relate to services to be provided by the Company or any such Subsidiary exceeds 40% of the value Companies to Parent and its Affiliates (an “Emdeon Controlled Obligation”), and the Purchaser shall have the sole and exclusive right and authority on behalf of the total assets Company to bring, handle, settle and otherwise control all indemnification and other claims of the Company or such Subsidiary, as any of the case may beCompanies arising after the Effective Date under the Merger Agreement (a “Purchaser Controlled Obligation”).

Rights or Powers. (a) Other than the Managing Member, the The Members, acting in their capacity as Members, shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Members have all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. A Member, any Affiliate thereof or an employee, stockholder, agent, director or officer of a Member or any Affiliate thereof, may also be an employee or be retained as an agent of the Company. The existence of these relationships and acting in such capacities will not result in the Member (other than the Managing Member) being deemed to be participating in the control of the business of the Company or otherwise affect the limited liability of the Member. Except as specifically provided herein, a Member (other than the Managing Member) shall not, in its capacity as a Member, take part in the operation, management or control of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company. (b) The Company shall promptly (but in any event within three business days) notify Each of the Members in writing if, to the Company’s knowledge, for any reason, it would be an “investment company” within the meaning of the Investment Company Act of 1940 (the “Investment Company Act”), as amended, but for the exceptions provided in Section 3(c)(1) or 3(c)(7) thereunder. (c) For so long as Xxxxx Fargo holds any interest in the Company, the Company shall upon written request by Xxxxx Fargo at any time, reasonably cooperate with such request, subject to Section 18-305 of the Act, to provide Xxxxx Fargo with information regarding the nature acknowledges and understands all of the Company’s assets rights and those obligations pursuant to the Merger Agreement, the Transition Services Agreement, the Parent Cash Repayment and any other Related Party Agreement entered into after the Effective Date in accordance with this Agreement, and the Company and the Board shall timely keep, observe and perform all of the Company’s duties and obligations thereunder. The Company shall not take or purport to take actions in contravention of or engaging in activities inconsistent with the Merger Agreement, the Transition Services Agreement or any Related Party Agreement. Notwithstanding anything to the contrary contained herein, the Emdeon Members shall have the sole and exclusive right and authority on behalf of the Company to cause the Company to keep and observe any and all of its Subsidiaries, sufficient obligations under the Transition Services Agreement that relate to allow Xxxxx Fargo services to determine whether or not any such assets are “investment securities” under Section 3(a)(2) of the Investment Company Act and whether the value of any such “investment securities” held be provided by the Company or any such Subsidiary exceeds 40% of to Parent and its Affiliates (an “Emdeon Controlled Obligation”), and the value of Purchaser shall have the total assets sole and exclusive right and authority on behalf of the Company or such Subsidiaryto bring, as handle, settle and otherwise control all indemnification and other claims of the case may beCompany arising after the Effective Date under the Merger Agreement (a “Purchaser Controlled Obligation”).

Rights or Powers. (a) Other than the Managing Member, the The Members, acting in their capacity as Members, shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Members have all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. A Member, any Affiliate thereof or an employee, stockholder, agent, director or officer of a Member or any Affiliate thereof, may also be an employee or be retained as an agent of the Company. The existence of these relationships and acting in such capacities will not result in the Member (other than the Managing Member) being deemed to be participating in the control of the business of the Company or otherwise affect the limited liability of the Member. Except as specifically provided herein, a Member (other than the Managing Member) shall not, in its capacity as a Member, take part in the operation, management or control of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company. (b) Each of the Members acknowledges and understands all of the Company’s, EBS LLC’s and the other Companies’ rights and obligations pursuant to the Merger Agreement, the Transition Services Agreement, the Parent Cash Repayment and any other Related Party Agreement entered into after the Original Effective Date in accordance with this Agreement, and the Company and the Board shall timely keep, observe, perform and cause to be performed all of the Company’s, EBS LLC’s and each of the other Companies’ duties and obligations thereunder. The Company shall promptly (but in not take, and shall not cause or allow EBS LLC or any event within three business days) notify the Members in writing if, to the Company’s knowledge, for any reason, it would be an “investment company” within the meaning of the Investment other Companies to take or purport to take, actions in contravention of, or engage in activities inconsistent with, the Merger Agreement, the Transition Services Agreement or any Related Party Agreement. The Company Act of 1940 (the “Investment Company Act”)shall, from time to time, as amendedand when required, but for the exceptions provided in Section 3(c)(1) or 3(c)(7) thereunder. (c) For so long as Xxxxx Fargo holds any interest in the Company, the Company shall upon written request by Xxxxx Fargo at any time, reasonably cooperate with such request, subject to Section 18-305 of the Act, to provide Xxxxx Fargo with information regarding the nature cause EBS LLC and each of the Company’s assets and those of its Subsidiaries, sufficient other Subsidiaries to make distributions upon their respective equity interests in aggregate amounts necessary to allow Xxxxx Fargo the Company to determine whether or not any such assets are “investment securities” under make Tax Distributions to the Members as provided in Section 3(a)(2) 5.2(a). Notwithstanding anything to the contrary contained herein, the Emdeon Members shall have the sole and exclusive right and authority on behalf of the Investment Company Act to cause the Company and whether each of the value Companies to keep and observe any and all of any such “investment securities” held their respective obligations under the Transition Services Agreement that relate to services to be provided by the Company or any such Subsidiary exceeds 40% of the value Companies to Parent and its Affiliates (an “Emdeon Controlled Obligation”), and the Purchaser shall have the sole and exclusive right and authority on behalf of the total assets Company to bring, handle, settle and otherwise control all indemnification and other claims of the Company or such Subsidiary, as any of the case may beCompanies arising after the Original Effective Date under the Merger Agreement (a “Purchaser Controlled Obligation”).