TERMINATED MEMBER. Upon the occurrence of a closing under Section 9.04, the following provisions shall apply to the Affected Member (now a "Terminated Member"): (a) The Terminated Member shall cease to be a Member immediately upon the occurrence of the closing. (b) As the Terminated Member is no longer a Member, it will no longer be entitled to receive any distributions (including liquidating distributions) or allocations from the Company, and neither it nor its Representative shall be entitled to exercise any voting or consent rights or to receive any further information (or access to information) from the Company. (c) The Terminated Member must pay to the Company all amounts owed to it by such Member. (d) The Terminated Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Company that accrue prior to the closing.
Appears in 27 contracts
Samples: Limited Liability Company Agreement (Somerset Power LLC), Limited Liability Company Agreement (Somerset Power LLC), Limited Liability Company Agreement (Somerset Power LLC)
TERMINATED MEMBER. Upon the occurrence of a closing under Section 9.04, the following provisions shall apply to the Affected Member (now a "“Terminated Member"”):
(a) The Terminated Member shall cease to be a Member immediately upon the occurrence of the closing.
(b) As the Terminated Member is no longer a Member, it will no longer be entitled to receive any distributions (including liquidating distributions) or allocations from the Company, and neither it nor its Representative shall be entitled to exercise any voting or consent rights or to receive any further information (or access to information) from the Company.
(c) The Terminated Member must pay to the Company all amounts owed to it by such Member.
(d) The Terminated Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Company that accrue prior to the closing.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Onsite Energy, Inc.), Limited Liability Company Agreement (NRG Retail LLC), Limited Liability Company Agreement (NRG Retail LLC)
TERMINATED MEMBER. Upon the occurrence of a closing under Section 9.04, the following provisions shall apply to the Affected Member (now a "“Terminated Member"):”);
(a) The Terminated Member shall cease to be a Member immediately upon the occurrence of the closing.
(b) As the Terminated Member is no longer a Member, it will no longer be entitled to receive any distributions (including liquidating distributions) or allocations from the Company, and neither it nor its Representative shall be entitled to exercise any voting or consent rights or to receive any further information (or access to information) from the Company.
(c) The Terminated Member must pay to the Company all amounts owed to it by such Member.
(d) The Terminated Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Company that accrue prior to the closing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (NRG Retail LLC)
TERMINATED MEMBER. Upon the occurrence of a closing under Section 9.049.4, the following provisions shall apply to the Affected Member (now a "Terminated Member"):
(a) The Terminated Member shall cease ceases to be a Member immediately upon the occurrence of the closing.
(b) As the Terminated Member is no longer a Member, it will no longer be entitled to receive any distributions (including liquidating distributions) or allocations from the Company, and neither it nor its Representative Representatives shall be entitled to exercise any voting or consent rights or to receive any further information (or access to information) from the Company.
(c) The Terminated Member must pay in full to the Company all amounts owed to it the Company by such Member.
(d) The Terminated Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Company that accrue prior to the closing.
(e) The Percentage Interest of the Terminated Member shall be allocated to the Purchasing Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Energy Conversion Devices Inc)
TERMINATED MEMBER. Upon the occurrence of a closing under Section 9.04, the following provisions shall apply to the Affected Member Fluor (now a "“Terminated Member"”):
(a) The Terminated Member shall cease to be a Member immediately upon the occurrence of the closing.
(b) As the The Terminated Member is no longer a Member, it will shall no longer be entitled to receive any distributions (including liquidating distributions) or allocations from the Company, and neither it nor its Representative shall not be entitled to exercise any voting or consent rights or to receive any further information (or access to information) from the CompanyCompany (other than any required tax information).
(c) The Terminated Member must pay to the Company all amounts owed to it the Company by such Terminated Member.
(d) The Terminated Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Company that accrue prior to the closing.
(e) The Membership Interest, including the Capital Account balance attributable thereto, of the Terminated Member shall be allocated to DRIVe.
Appears in 1 contract
Samples: Limited Liability Company Agreement