Common use of Transferee Members Clause in Contracts

Transferee Members. A Transferee of Interests pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) shall have the right to become a Member only if (i) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3, (ii) such transferee executes an instrument reasonably satisfactory to the remaining Members agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iii) such transferee represents that the Transfer was made in accordance with all applicable securities laws and regulations and (iv) the transferor or transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Member’s Interest, whether or not consummated. Unless agreed to in writing by all Members, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any Related Agreement. Written notice of the admission of a Member shall be sent promptly by the Transferor to each remaining Member and the Company. Notwithstanding anything to the contrary in this Section 9.3, and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee of the type described in this clause (a)) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, under this Agreement.

Transferee Members. A Transferee of Interests pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) VIII shall have the right to become a Member only if (i) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, VIII are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3met, (ii) such transferee Transferee executes an a Joinder or another instrument reasonably satisfactory to the remaining Members Manager agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iii) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws and regulations Laws, and (iv) the transferor if such Transferee or transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer his or proposed Transfer her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Manager agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest, whether or not consummated. Unless agreed to in writing by all Membersthe Manager, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement (but only to the extent existing or relating to acts or omissions that existed on or prior to such admission date) or under any other Contract between the Manager, the Company or any Related Agreement. Written notice of its Subsidiaries, on one hand, and such Transferor or any of its Affiliates, on the admission of a Member shall be sent promptly by the Transferor to each remaining Member and the Companyother hand. Notwithstanding anything to the contrary in this Section 9.38.3, and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee of the type described in this clause (a)sentence) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, such Member(s) under this Agreement.

Transferee Members. A Transferee of Interests pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) shall have the right to become a Member only if (i) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, IX are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3met, (ii) such transferee Transferee executes an instrument reasonably satisfactory to the remaining Members Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iii) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws and regulations and Laws, (iv) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Member’s Interest, whether or not consummatedconsummated and (v) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless Except as expressly provided in this Agreement, unless agreed to in writing by all Membersthe Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any Related Agreementother Contract between the Managing Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of the admission of a Member shall be sent promptly by the Transferor Company to each remaining Member and the CompanyMember. Notwithstanding anything to the contrary in this Section 9.3, and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee of the type described in this clause (a)sentence) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, such Member(s) under this Agreement.

Transferee Members. A Transferee of Interests pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) shall have the right to become a Member only if (i) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, IX are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3met, (ii) such transferee Transferee executes an instrument reasonably satisfactory to the remaining Members Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iii) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws and regulations and Laws, (iv) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Member’s Interest, whether or not consummatedconsummated and (v) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless agreed to in writing by all Membersthe Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any Related Agreement. Written notice other Contract between the Managing Member, the Company or any of its Subsidiaries, on the admission one hand, and such Transferor or any of its Affiliates, on the other hand; provided, however, that notwithstanding anything herein to the contrary, following any Transfer of Units by a Double Eagle Member to a Permitted Transferee, such Double Eagle Member shall be sent promptly by the Transferor no longer have any Liability with respect to each remaining Member and the Companysuch Units. Notwithstanding anything to the contrary in this Section 9.3, and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee of the type described in this clause (a)sentence) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, such Member(s) under this Agreement.

Transferee Members. A Transferee of Interests pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) VIII shall have the right to become a Member only if (i) the requirements of this Article IXVIII are met, including Section 9.1 relating to consent of the Members, are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require prior written consent of the Members as provided therein) and this Section 9.3Managing Member to such Transfer, (ii) such transferee Transferee executes an instrument reasonably satisfactory to the remaining Members Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iii) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws and regulations and Laws, (iv) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Member’s Interest, whether or not consummatedconsummated and (v) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless agreed to in writing by all Membersthe Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any Related Agreement. Written notice other contract between the Managing Member, the Company or any of its Subsidiaries, on the admission of a Member shall be sent promptly by the Transferor to each remaining Member and the Company. Notwithstanding anything to the contrary in this Section 9.3one hand, and except as otherwise provided in this Agreementsuch Transferor or any of its Affiliates, following a Transfer by (a) one or more Emdeon Members (or a transferee of on the type described in this clause (a)) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, under this Agreementother hand.

Transferee Members. A Transferee of Interests (including any Units or other Equity Securities in the Company) pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) VIII shall have the right to become a Member only if (ia) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, VIII are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3met, (iib) such transferee Transferee executes an instrument reasonably satisfactory to the remaining Members Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iiic) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws Laws and regulations and such other reasonable representations as reasonably requested by the Managing Member, (ivd) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of all or a portion of a Member’s Interest, whether or not consummatedconsummated and (e) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless agreed to in writing by all Membersthe Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any Related Agreementother contract between the Managing Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of the admission of a Member shall be sent promptly by the Transferor Company to each remaining Member and the Company. Notwithstanding anything to the contrary in this Section 9.3, and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee of the type described in this clause (a)) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, under this Agreement.

Transferee Members. A Transferee of Interests Equity Securities in the Company pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) VIII shall have the right to become a Member only if (ia) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, VIII are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3met, (iib) such transferee Transferee executes an instrument reasonably satisfactory to the remaining Members Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iiic) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws Laws and regulations and such other customary representations as determined by the Managing Member, (ivd) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of all or a portion of a Member’s Interest, whether or not consummated, and (d) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless agreed to in writing by all Membersthe Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any Related Agreementother Contract between the Managing Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of the admission of a Member shall be sent promptly by the Transferor Company to each remaining Member and the Company. Notwithstanding anything to the contrary in this Section 9.3, and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee of the type described in this clause (a)) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, under this Agreement.

Transferee Members. A Transferee of Interests pursuant to this Article IX (including an Emdeon HF Permitted Transferee, a GA Permitted Transferee or a Purchaser Member an eRx Permitted Transferee, as applicable) shall have the right to become a Member only if (i) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, are met (except for Transfers to Emdeon HF Permitted Transferees, GA Permitted Transferees or Purchaser Member eRx Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.59.4, 9.5 or 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3, (ii) such transferee executes an instrument reasonably satisfactory to the remaining Members agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iii) such transferee represents that the Transfer was made in accordance with all applicable securities laws and regulations and regulations, (iv) the transferor or transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Member’s Interest, whether or not consummated, and (v) if such transferee or his or her spouse is a resident of a community property jurisdiction, then such transferee’s spouse shall also execute an instrument reasonably satisfactory to the remaining Members agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless agreed to in writing by all Members, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any Related Party Agreement. Written notice of the admission of a Member shall be sent promptly by the Transferor to each remaining Member and the Company. Notwithstanding anything to the contrary in this Section 9.3, and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon HF Members (or a transferee of the type described in this clause (a)) to an Emdeon HF Permitted Transferee of all or substantially all of their Interests or Interests, (b) Purchaser Member one or more GA Members (or a transferee of the type included in this clause (b)) to a Purchaser Member GA Permitted Transferee of all or substantially all of their Interests or (c) one or more eRx Members (or a transferee of the type included in this clause (c)) to an eRx Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Membersuch HF Members, GA Members or the Purchaser MembereRx Members, as applicable, under this Agreement.

Transferee Members. A Transferee of Interests pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) VIII shall have the right to become a Member only if (i) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, VIII are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3met, (ii) such transferee Transferee executes an a Joinder or another instrument reasonably satisfactory to the remaining Members Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iii) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws and regulations and Laws, (iv) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Member’s Interest, whether or not consummatedconsummated and (v) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless agreed to in writing by all Membersthe Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement (but only to the extent existing or relating to acts or omissions that existed on or prior to such admission date) or under any other Contract between the Managing Member, the Company or any Related Agreement. Written notice of its Subsidiaries, on the admission one hand, and such Transferor or any of a Member shall be sent promptly by its Affiliates, on the Transferor to each remaining Member and the Companyother hand. Notwithstanding anything to the contrary in this Section 9.38.3, and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee of the type described in this clause (a)sentence) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, such Member(s) under this Agreement.

Transferee Members. A Transferee of Interests pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) VIII shall have the right to become a Member only if (i) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, VIII are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3met, (ii) such transferee Transferee executes an a Joinder or another instrument reasonably satisfactory to the remaining Members Manager agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iii) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws and regulations and Laws, (iv) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Member’s Interest, whether or not consummatedconsummated and (v) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Manager agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless agreed to in writing by all Membersthe Manager, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement (but only to the extent existing or relating to acts or omissions that existed on or prior to such admission date) or under any other Contract between the Manager, the Company or any Related Agreement. Written notice of its Subsidiaries, on the admission one hand, and such Transferor or any of a Member shall be sent promptly by its Affiliates, on the Transferor to each remaining Member and the Companyother hand. Notwithstanding anything to the contrary in this Section 9.38.3 , and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee of the type described in this clause (a)sentence) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, such Member(s) under this Agreement.

Transferee Members. A Transferee of Interests or Equity Securities in the Company pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) VIII shall have the right to become a Member only if (ia) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, VIII are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3met, (iib) such transferee Transferee executes an instrument reasonably satisfactory to the remaining Members Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iiic) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws Laws and regulations and such other reasonable representations as reasonably requested by the Managing Member, (ivd) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of all or a portion of a Member’s Interest, whether or not consummated, and (d) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless agreed to in writing by all Membersthe Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any Related Agreementother Contract between the Managing Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of the admission of a Member shall be sent promptly by the Transferor Company to each remaining Member and the Company. Notwithstanding anything to the contrary in this Section 9.3, and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee of the type described in this clause (a)) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, under this Agreement.

Transferee Members. A Transferee of Interests pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) VIII shall have the right to become a Member only if (i) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, VIII are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3met, (ii) such transferee Transferee executes an instrument reasonably satisfactory to the remaining Members Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iii) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws and regulations and Laws, (iv) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Member’s Interest, whether or not consummatedconsummated and (v) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless Except as expressly provided in this Agreement, unless agreed to in writing by all Membersthe Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any Related Agreementother Contract between the Managing Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of the admission of a Member shall be sent promptly by the Transferor Company to each remaining Member and the CompanyMember. Notwithstanding anything to the contrary in this Section 9.38.3, and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee of the type described in this clause (a)) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)sentence) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, such Member(s) under this Agreement.

Transferee Members. A Transferee of Interests pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) VIII shall have the right to become a Member only if if (ia) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, VIII are met met, (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3, (iib) such transferee Transferee executes an instrument reasonably satisfactory to the remaining Members agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, a Joinder, (iiic) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws and regulations and Laws, (ivd) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a such Member’s Interest, whether or not consummated, and (e) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute a Joinder. Unless agreed to in writing by all Membersthe Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any Related Agreementother Contract between the Managing Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of the admission of a Member shall be sent promptly by the Transferor Company to each remaining Member and the CompanyMember. Notwithstanding anything A Transferee of Interests pursuant to this Article VIII shall be deemed admitted to the contrary Company as a substitute Member at the time as the Managing Member determines that the conditions in this Section 9.3, Article VIII are satisfied and except such Person is listed as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee member of the type described in this clause (a)) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, under this Agreement.Company on Exhibit B.

Transferee Members. (a) A Transferee of Interests pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) VIII shall have the right to become a Member only if (ia) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, VIII are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3met, (iib) such transferee Transferee executes an instrument reasonably satisfactory to the remaining Members agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreementa Joinder, (iiic) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws and regulations and Laws, (ivd) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Member’s Interest, whether or not consummatedconsummated and (e) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute a Joinder. Unless agreed to in writing by all Membersthe Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any Related Agreementother Contract between the Managing Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of the admission of a Member shall be sent promptly by the Transferor Company to each remaining Member and the Company. Notwithstanding anything to the contrary in this Section 9.3, and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee of the type described in this clause (a)) to an Emdeon Permitted Transferee of all or substantially all of their Interests or Member. (b) Purchaser A Transferee of Interests pursuant to this Article VIII shall be deemed admitted to the Company as a substitute Member (or at the time as the Managing Member determines that the conditions in this Article VIII are satisfied and such Person is listed as a transferee member of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, under this AgreementCompany on Schedule B hereto.

Transferee Members. A Transferee of Interests pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) shall have the right to become a Member only if (i) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, IX are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3met, (ii) such transferee Transferee executes an instrument reasonably satisfactory to the remaining Members Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iii) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws and regulations and Laws, (iv) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Member’s Interest, whether or not consummatedconsummated and (v) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless agreed to in writing by all Membersthe Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any Related Agreementother Contract between the Managing Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand; provided, however, that notwithstanding anything herein to the contrary, following any Transfer of Units by a Double Eagle Member to a Permitted Transferee, such Double Eagle Member shall no longer have any Liability with respect to such Units. Written notice of the admission of a Member shall be sent promptly by the Transferor Company to each remaining Member and the CompanyMember. Notwithstanding anything to the contrary in this Section 9.3, and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee of the type described in this clause (a)sentence) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, such Member(s) under this Agreement.

Transferee Members. A Transferee of Interests (including any Units or other Equity Securities in the Company) pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) shall have the right to become a Member only if (ia) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, IX are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3met, (iib) such transferee Transferee executes an instrument reasonably satisfactory to the remaining Members Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iiic) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws Laws and regulations and such other reasonable representations as reasonably requested by the Managing Member, (ivd) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of all or a portion of a Member’s Interest, whether or not consummatedconsummated and (e) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless agreed to in writing by all Membersthe Managing Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any Related Agreementother contract between the Managing Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of the admission of a Member shall be sent promptly by the Transferor Company to each remaining Member and the Company. Notwithstanding anything to the contrary in this Section 9.3, and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee of the type described in this clause (a)) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, under this Agreement.

Transferee Members. A Transferee of Interests or Equity Securities in the Company pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) VIII shall have the right to become a Member only if (ia) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, VIII are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3met, (iib) such transferee Transferee executes an instrument reasonably satisfactory to the remaining Members Board agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iiic) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws Laws and regulations and such other representations as requested by the Board, (ivd) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of all or a portion of a Member’s Interest, whether or not consummated, and (e) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Board agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless agreed to in writing by all Membersthe Board, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any Related Agreementother Contract between the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of the admission of a Member shall be sent promptly by the Transferor Company to each remaining Member and the Company. Notwithstanding anything to the contrary in this Section 9.3, and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee of the type described in this clause (a)) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, under this Agreement.

Transferee Members. (a) A direct Transferee of Interests Units pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) VIII shall have the right to become a Member only if (i) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, VIII are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3met, (ii) such transferee Transferee executes an instrument reasonably satisfactory to the remaining Members agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreementa Joinder, (iii) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws and regulations and Laws, (iv) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Member’s InterestEquity Interests, whether or not consummatedconsummated and (v) if such Transferee or his or her spouse is a resident of a community property jurisdiction (in the USA currently the states of Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin), then such Transferee’s spouse shall also execute a Joinder. Unless agreed to in writing by all Membersthe Principal Member, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any Related Agreementother contract between the Principal Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of the admission of a Member shall be sent promptly by the Transferor Company to each remaining Member. (b) The direct Transferee of Units pursuant to this Article VIII shall be deemed admitted to the Company as a substitute Member at the time as the Principal Member determines that the conditions in this Article VIII are satisfied and such Person is listed as a member of the Company in the books and records of the Company. Notwithstanding . (c) If a holder of Class A Units intends to Transfer either less than all of its Class A Units or all of its Class A Units to different Transferees, then, notwithstanding anything to the contrary herein, for purposes of Section 3.5, such holder and its Transferee(s) (in this Section 9.3, and except as otherwise provided in this Agreement, following case of a partial Transfer by (a) to one or more Emdeon Members (or a transferee of the type described in this clause (aTransferee(s)) or such Transferees (in case of a full Transfer to an Emdeon Permitted Transferee of all two or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (bmore Transferees)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, under this Agreementshall be considered one holder of Class A Units and such Persons may only jointly exercise their rights pursuant to Section 3.5.

Transferee Members. A Transferee of Interests pursuant to this Article IX (including an Emdeon Permitted Transferee or a Purchaser Member Permitted Transferee, as applicable) VIII shall have the right to become a Member only if (i) the requirements of this Article IX, including Section 9.1 relating to consent of the Members, VIII are met (except for Transfers to Emdeon Permitted Transferees or Purchaser Member Permitted Transferees, as applicable) and except for transfers made in compliance with Sections 9.5, 9.6, 9.7 and 9.8 hereto, which do not require written consent of the Members as provided therein) and this Section 9.3met, (ii) such transferee Transferee executes an a Joinder or another instrument reasonably satisfactory to the remaining Members Manager agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (iii) such transferee Transferee represents that the Transfer was made in accordance with all applicable securities laws and regulations and Laws, (iv) the transferor Transferor or transferee Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Member’s Interest, whether or not consummatedconsummated and (v) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Manager agreeing to be bound by the terms and provisions of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s Interest. Unless agreed to in writing by all Membersthe Manager, the admission of a Member shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement (but only to the extent existing or relating to acts or omissions that existed on or prior to such admission date) or under any other Contract between the Manager, the Company or any Related Agreement. Written notice of its Subsidiaries, on the admission one hand, and such Transferor or any of a Member shall be sent promptly by its Affiliates, on the Transferor to each remaining Member and the Companyother hand. Notwithstanding anything to the contrary in this Section 9.38.3, and except as otherwise provided in this Agreement, following a Transfer by (a) one or more Emdeon Members (or a transferee of the type described in this clause (a)sentence) to an Emdeon Permitted Transferee of all or substantially all of their Interests or (b) Purchaser Member (or a transferee of the type included in this clause (b)) to a Purchaser Member Permitted Transferee of all or substantially all of their Interests, such transferee shall succeed to all of the rights of the Emdeon Member, or the Purchaser Member, as applicable, such Member(s) under this Agreement.