Common use of Termination of Member Status Clause in Contracts

Termination of Member Status. Any Member that Transfers all of its, and owns no, Units in the Company shall immediately cease to be a Member and shall no longer be a party to this Agreement (in its capacity as a Member) and Exhibit A shall be updated to eliminate such Person; provided, that such Member (a) shall not thereby be relieved of liability for any breach of this Agreement prior to such time or from any obligation under this Agreement other than its capacity as a Member; (b) shall retain any rights with respect to any breach of this Agreement by any other Person prior to such time; (c) shall retain the right to indemnification in accordance with the terms hereof; and (d) shall not thereby be relieved of any of its obligations under Section 7.04(h) and this Article 9.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (PF2 SpinCo, Inc.), Limited Liability Company Agreement (Change Healthcare Inc.), Merger Agreement (Change Healthcare Inc.)

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Termination of Member Status. Any Member that directly Transfers all of its, and owns no, Units in the Company Membership Interests shall immediately cease to be a Member and shall no longer be a party to this Agreement (in its capacity as a Member) ), and Exhibit A the Members Schedule shall be updated to eliminate such Person; provided, however, that such Member (ai) shall not thereby be relieved of its liability for any breach of this Agreement prior to such time or from any obligation obligations under this Agreement other than not related to its capacity as a Member; (bii) shall retain any rights with respect to any a breach of this Agreement by any other Person prior to such time; (ciii) shall retain the right to indemnification in accordance with the terms hereofhereunder; and (div) shall not thereby be relieved of any of its obligations under Section 7.04(h) and this Article 9IX.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Japan Bank for International Cooperation)

Termination of Member Status. Any Member that Transfers all of its, and owns no, Units its Equity Securities in the Company shall immediately cease to be a Member and shall no longer be a party to this Agreement (in its capacity as a Member) and Exhibit A shall be updated to eliminate such Person; provided, that such Member (a) shall not thereby be relieved of liability for any breach of this Agreement prior to such time or from any obligation under this Agreement other than its capacity as a Member; (b) shall retain any rights with respect to any breach of this Agreement by any other Person prior to such time; (c) shall retain the right to indemnification in accordance with the terms hereof; (d) shall retain any obligations that survive a Member’s ceasing to be a Member under Section 7.1(e) or Section 6.7; (e) shall remain entitled to distributions pursuant to Section 7.1(a)(i)-(v) with respect to all periods prior to when such Member ceases to be a Member and (df) shall not thereby be relieved of any of its obligations under this Section 7.04(h) and this Article 98.9.

Appears in 1 contract

Samples: Limited Liability Company Agreement (At&t Inc.)

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Termination of Member Status. Any Member that Transfers all of its, and owns no, Units in the Company Membership Interests shall immediately cease to be a Member and shall no longer be a party to this Agreement (in its capacity as a Member) ), and Exhibit A shall be updated to eliminate such Person; provided, however, that such Member (ai) shall not thereby be relieved of its liability for any breach of this Agreement prior to such time or from any obligation obligations under this Agreement other than not related to its capacity as a Member; (bii) shall retain any rights with respect to any a breach of this Agreement by any other Person prior to such time; (ciii) shall retain the right to indemnification in accordance with the terms hereofhereunder; and (div) shall not thereby be relieved of any of its obligations under Article 9 or, for the two year period following the Closing Date, under Section 7.04(h) and this Article 910.02.

Appears in 1 contract

Samples: Contribution Agreement (Baker Hughes Inc)

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