Common use of Withdrawal of Members Clause in Contracts

Withdrawal of Members. (a) The Managers may (but shall not be required to) terminate the Interest of any Member and cause that Member to withdraw from the Company at any time upon at least five days' prior written notice upon (i) the request of such Member; or (ii) a determination by the Managers that the continued participation of that Member in the Company might adversely affect the Company by jeopardizing the treatment of the Company as a partnership for federal income tax purposes, involve the Company in any litigation arising out of or relating to the participation of that Member in the Company or subject the Company to restrictions or other adverse consequences as a result of applicable laws or regulations. In the event that the Managers terminate a Member's Interest, that Member shall immediately withdraw from the Company and cease to be a Member of the Company. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Member or any other Person. The date of termination shall be the effective date of withdrawal of the terminated Member. (i) The Company shall pay to the terminated Member 90% of the amount of the terminated Member's Capital Account balance (determined in accordance with the next sentence) within 90 days of termination or as soon thereafter as the Company shall have sufficient funds available and shall pay the remainder upon completion of that year's audit. The amount of the terminated Member's Capital Account shall be determined not more than ten days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(i) and not more than three days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(ii). Such amounts paid to a terminated Member shall not be entitled to interest for any period after the date of termination. (c) From and after the effective date of withdrawal of a Member, such withdrawn Member shall cease to be a Member of the Company for all purposes and the Units of a withdrawn Member shall not be included in calculating the Units of the Members required to take any action under this Agreement.

Withdrawal of Members. (a) Except as otherwise provided herein, no Member shall have the right to withdraw from the Company. (b) The Managers may (but shall not be required to) terminate the Interest of any Member and cause that Member to withdraw from the Company at any time upon at least five days' prior written notice upon (i) based on the request advice of such counsel and after a reasonable opportunity for consultation with that Member; or (ii) . Upon a determination by the Managers that the continued participation of that Member in the Company might adversely affect the Company by jeopardizing the treatment of the Company as a partnership for federal income tax purposes, involve the Company in any litigation arising out of or relating to the participation of that Member in the Company or subject the Company to restrictions or other adverse consequences as a result of applicable laws or regulations. In the event that the Managers terminate a Member's Interest, that Member shall immediately withdraw from the Company and cease to be a Member of the Company. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Member member or any other Person. The date of termination shall be the effective date of withdrawal of the terminated Member. (ic) The Company shall pay to the terminated Member 90% of the amount of the terminated Member's Capital Account balance (determined in accordance with the next sentence) within 90 days of termination or as soon thereafter as the Company shall have sufficient funds available and shall pay the remainder upon completion of that year's audit. The amount of the terminated Member's Capital Account shall be determined not more than ten days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(i) and not more than three days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(ii). Such amounts paid to a terminated Member shall not be entitled to interest for any period after the date of termination. (cd) From and after the effective date of withdrawal of a Member, such withdrawn Member shall cease to be a Member of the Company for all purposes and the Units Shares or Preferred Interests of a withdrawn Member shall not be included in calculating the Units Shares or Preferred Interests of the Members required to take any action under this Agreement.

Withdrawal of Members. (a) 9.1.1 No Member may redeem its interest or withdraw from the Company without the prior written consent of the Managing Member, which consent may be granted or withheld in the Managing Member’s discretion. 9.1.2 The Managers Managing Member may (but shall not be required to) terminate the Interest interest of any Member and cause that Member to withdraw from in the Company at any time upon at least five days' ’ prior written notice upon notice, if the Managing Member determines that the continued participation of the Member in the Company may adversely affect the Company (including for any tax, ERISA or regulatory purposes, such as a change to an applicable law or regulation) or any Member. Without limiting the generality of the foregoing, the Managing Member may terminate the interest of any Member: (i) the request if there is any breach of such Member’s representations, warranties or covenants in the Subscription Agreement, this Agreement or related documents executed by such Member; (ii) if the Member: (a) engages in illegal conduct or other misconduct which the Managing Member determines could result in reputational harm to the Company or Xxxxxxx Xxxxx, (b) is convicted of, or pleads nolo contendere to, a felony or serious misdemeanor, or (c) illegally or fraudulently obtains funds which the Member seeks to invest; or (iiiii) a determination by the Managers Managing Member determines that the continued participation of that Member may result in the Company might adversely affect the Company by jeopardizing the treatment assets of the Company being or continuing to be treated as “plan assets” that are subject to Title I of ERISA or Section 4975 of the Code (or a partnership for federal income tax purposes, involve comparable law or regulation). In the Company in any litigation arising out event of or relating to termination by the participation Managing Member of that Member in the Company or subject the Company to restrictions or a Member’s interest (other adverse consequences than as a result of applicable laws a default), such Member generally shall be paid by the Company, within 120 days thereafter (or regulations. In the event that the Managers terminate a Member's Interest, that Member shall immediately withdraw from as soon reasonably practicable thereafter) as the Company and cease has available funds, in cash, in-kind, or by delivery of a note, an amount generally equal to be a Member of the Company. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Member or any other Person. The date of termination shall be the effective date of withdrawal of the terminated Member. (i) The Company shall pay to the terminated Member 9080% of the amount fair value of the terminated Member's Capital Account balance ’s interest in the Company at the end of the quarter preceding such termination (determined in good faith by the Manager in accordance with Section 4.6), with the next sentence) remaining 20% to be paid within 90 30 days following the completion of the audit of the Parent Company for the fiscal year in which the termination occurs, in cash, in-kind, or as soon thereafter as by delivery of a note. Notwithstanding the foregoing, the Managing Member may, in lieu of terminating a Member’s interest, cause the Transfer of such interest. The interest in the Company shall have sufficient funds available and shall pay the remainder upon completion of that year's audit. The amount of the held by such terminated Member's Capital Account shall be determined not more than ten days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(i) and not more than three days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(ii). Such amounts paid to a terminated Member shall not be entitled to interest for any period after the date of termination. (c) From and after the effective date of withdrawal of a Member, such withdrawn Member shall cease to be a Member of the Company for all purposes and the Units of a withdrawn Member shall not be included in calculating the Units Company interests of the Members required to take any action under this Agreement. In the event a note is issued to a Member pursuant to this Section 9.1.2, such note will bear terms which the Managing Member determines are reasonable market terms under the circumstances of the termination or withdrawal. Each Member acknowledges and agrees that actual payment in respect of a Member’s interest in the Company may take substantially longer than 120 days from the date a Member’s interest in the Company is terminated and substantially longer than 30 days following the completion of the audit of the Parent Company for the fiscal year in which the termination occurs. Notwithstanding a payment by the Company to a Member of any amount described above, the Company reserves the right to seek reimbursement from a Member whose interest has been terminated by the Managing Member for Losses incurred by the Company resulting from any action or omissions of such Member. 9.1.3 If the Managing Member determines in its discretion that the continued participation of Xxxxxxx Sachs, its affiliates, subsidiaries, successors or a Xxxxxxx Xxxxx employee or related entity in the Parent Company (and, indirectly, the Company) would cause the Ongoing GS Investment (as defined in the Parent Company Agreement) to constitute more than 4.9% of total capital commitments to the Parent Company or would otherwise adversely affect the Parent Company or the Company, the Managing Member reserves the right to take such actions as it deems necessary or appropriate, without prior notice to Members, in order to permit Xxxxxxx Sachs to exercise its right to withdraw, and to permit its affiliates, subsidiaries, successors and any Xxxxxxx Xxxxx employees and their related entities to withdraw, a pro rata portion of each such investor’s portion of the Ongoing GS Investment from the Parent Company in an amount necessary to reduce the amount of the Ongoing GS Investment to 4.9% of total capital commitments of the Parent Company or to an amount as otherwise determined by the Manager in its sole discretion is required to avoid any adverse effect on the Parent Company or the Company (including for any legal or regulatory reasons, such as a change to an applicable law or regulation) or in order for the Parent Company, the Manager or Xxxxxxx Sachs to comply with the Bank Holding Company Act, the Xxxx-Xxxxx Act or any other current or future laws, rules, regulations or legal requirements applicable to the Parent Company, the Manager or Xxxxxxx Sachs, or to reduce, eliminate or otherwise modify the impact, or applicability, of any bank regulatory or other restrictions resulting from Xxxxxxx Xxxxx’ status under the Bank Holding Company Act or as an entity otherwise subject to the Xxxx-Xxxxx Act.

Withdrawal of Members. (a) 9.1.1 No Member may redeem its interest or withdraw from the Company without the prior written consent of the Managing Member, which consent may be granted or withheld in the Managing Member’s discretion. 9.1.2 The Managers Managing Member may (but shall not be required to) terminate the Interest interest of any Member and cause that Member to withdraw from in the Company at any time upon at least five days' ’ prior written notice upon notice, if the Managing Member determines that the continued participation of the Member in the Company may adversely affect the Company (including for any tax, ERISA or regulatory purposes, such as a change to an applicable law or regulation) or any Member. Without limiting the generality of the foregoing, the Managing Member may terminate the interest of any Member: (i) the request if there is any breach of such Member’s representations, warranties or covenants in the Subscription Agreement, this Agreement or related documents executed by such Member; (ii) if the Member: (a) engages in illegal conduct or other misconduct which the Managing Member determines could result in reputational harm to the Company or Xxxxxxx Xxxxx, (b) is convicted of, or pleads nolo contendere to, a felony or serious misdemeanor, or (c) illegally or fraudulently obtains funds which the Member seeks to invest; or (iiiii) a determination by the Managers Managing Member determines that the continued participation of that Member may result in the Company might adversely affect the Company by jeopardizing the treatment assets of the Company being or continuing to be treated as “plan assets” that are subject to Title I of ERISA or Section 4975 of the Code (or a partnership for federal income tax purposes, involve comparable law or regulation). In the Company in any litigation arising out event of or relating to termination by the participation Managing Member of that Member in the Company or subject the Company to restrictions or a Member’s interest (other adverse consequences than as a result of applicable laws a default), such Member generally shall be paid by the Company, within 120 days thereafter (or regulations. In the event that the Managers terminate a Member's Interest, that Member shall immediately withdraw from as soon reasonably practicable thereafter) as the Company and cease has available funds, in cash, in-kind, or by delivery of a note, an amount generally equal to be a Member of the Company. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Member or any other Person. The date of termination shall be the effective date of withdrawal of the terminated Member. (i) The Company shall pay to the terminated Member 9080% of the amount fair value of the terminated Member's Capital Account balance ’s interest in the Company at the end of the quarter preceding such termination (determined in good faith by the Manager in accordance with Section 4.6), with the next sentence) remaining 20% to be paid within 90 30 days following the completion of the audit of the Parent Company for the fiscal year in which the termination occurs, in cash, in-kind, or as soon thereafter as by delivery of a note. Notwithstanding the foregoing, the Managing Member may, in lieu of terminating a Member’s interest, cause the Transfer of such interest. The interest in the Company shall have sufficient funds available and shall pay the remainder upon completion of that year's audit. The amount of the held by such terminated Member's Capital Account shall be determined not more than ten days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(i) and not more than three days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(ii). Such amounts paid to a terminated Member shall not be entitled to interest for any period after the date of termination. (c) From and after the effective date of withdrawal of a Member, such withdrawn Member shall cease to be a Member of the Company for all purposes and the Units of a withdrawn Member shall not be included in calculating the Units Company interests of the Members required to take any action under this Agreement. In the event a note is issued to a Member pursuant to this Section 9.1.2, such note will bear terms which the Managing Member determines are reasonable market terms under the circumstances of the termination or withdrawal. Each Member acknowledges and agrees that actual payment in respect of a Member’s interest in the Company may take substantially longer than 120 days from the date a Member’s interest in the Company is terminated and substantially longer than 30 days following the completion of the audit of the Parent Company for the fiscal year in which the termination occurs. Notwithstanding a payment by the Company to a Member of any amount described above, the Company reserves the right to seek reimbursement from a Member whose interest has been terminated by the Managing Member for Losses incurred by the Company resulting from any action or omissions of such Member. 9.1.3 If the Managing Member determines in its discretion that the continued participation of Xxxxxxx Xxxxx, its affiliates, subsidiaries, successors or a Xxxxxxx Xxxxx employee or related entity in the Parent Company (and, indirectly, the Company) would cause the Ongoing GS Investment (as defined in the Parent Company Agreement) to constitute more than 4.9% of total capital commitments to the Parent Company or would otherwise adversely affect the Parent Company or the Company, the Managing Member reserves the right to take such actions as it deems necessary or appropriate, without prior notice to Members, in order to permit Xxxxxxx Xxxxx to exercise its right to withdraw, and to permit its affiliates, subsidiaries, successors and any Xxxxxxx Xxxxx employees and their related entities to withdraw, a pro rata portion of each such investor’s portion of the Ongoing GS Investment from the Parent Company in an amount necessary to reduce the amount of the Ongoing GS Investment to 4.9% of total capital commitments of the Parent Company or to an amount as otherwise determined by the Manager in its sole discretion is required to avoid any adverse effect on the Parent Company or the Company (including for any legal or regulatory reasons, such as a change to an applicable law or regulation) or in order for the Parent Company, the Manager or Xxxxxxx Xxxxx to comply with the Bank Holding Company Act, the Xxxx-Xxxxx Act or any other current or future laws, rules, regulations or legal requirements applicable to the Parent Company, the Manager or Xxxxxxx Xxxxx, or to reduce, eliminate or otherwise modify the impact, or applicability, of any bank regulatory or other restrictions resulting from Xxxxxxx Xxxxx’ status under the Bank Holding Company Act or as an entity otherwise subject to the Xxxx-Xxxxx Act.

Withdrawal of Members. (a) The Managers may (but No Member shall not be required to) terminate have the Interest of any Member and cause that Member right to withdraw from the Company at any time upon at least five days' prior except following a transfer of its Membership Interest in accordance with Section 8.1. However, if despite such prohibition a Member gives the Company written notice upon (i) the request of such Member; or (ii) a determination by the Managers that the continued participation of that Member in the Company might adversely affect the Company by jeopardizing the treatment of the Company as a partnership for federal income tax purposes, involve the Company in any litigation arising out of or relating its desire to the participation of that Member in the Company or subject the Company to restrictions or other adverse consequences as a result of applicable laws or regulations. In the event that the Managers terminate a Member's Interest, that Member shall immediately withdraw from the Company and Company, upon the Company’s receipt of such written notice from such Member, such Member shall cease to be a Member of the Company. Such The withdrawal of a Member (wrongful or otherwise) shall occur automatically upon termination without not result in the necessity dissolution of any further act by the Member or any other PersonCompany. The date written notice of termination withdrawal given in all circumstances except following a transfer of a Membership Interest in accordance with Section 8.1 shall be accompanied by a fee, payable to the effective date Company via wire transfer of withdrawal immediately available funds (the “Withdrawal Fee”), equal to the greater of: (a) six months of the terminated Member. documented operating costs and expenses of the Company, excluding expenses for capital projects, or (ib) The $250,000. Following the Company’s receipt of such notice together with the Withdrawal Fee, the Company shall pay and the withdrawing Member shall, as promptly as practicable but not later than thirty (30) days after receipt of such notice and the Withdrawal Fee, enter into a license agreement (the “Withdrawal License”) granting the withdrawing Member the right to use and further sublicense the Intellectual Property on terms and conditions substantially similar to the terminated Company’s license agreements with owners and/or operators of other GTL Projects. In the event Headwaters is the withdrawing Member, the Withdrawal License will contain, among other things, provisions: (a) limiting use of the Intellectual Property to Qualified GTL Projects, (b) requiring catalyst to be purchased solely from the Company at fair market prices and to the extent that the Company maintains its exclusive rights as a catalyst suppler, (c) requiring the withdrawing Member 90to enter into market-rate license agreements with owners and/or operators of Qualified GTL Projects, and (d) requiring the payment of royalties to the Company in an amount equal to no less than 25% of the amount license fee, equity interest or other consideration received (or which the withdrawing Member has or may have a right to receive) pursuant to licenses with owners and/or operators of Qualified GTL Projects. In the event Rentech is the withdrawing Member, the Withdrawal License will contain, among other things, provisions: (a) limiting use of the terminated Member's Capital Account balance Intellectual Property to Non-Qualified GTL Projects, and (determined in accordance with the next sentenceb) within 90 days of termination or as soon thereafter as requiring catalyst to be purchased solely from the Company shall have sufficient funds available at fair market prices and shall pay the remainder upon completion of that year's audit. The amount of the terminated Member's Capital Account shall be determined not more than ten days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(i) and not more than three days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(ii). Such amounts paid to a terminated Member shall not be entitled to interest for any period after the date of termination. (c) From and after the effective date of withdrawal of a Member, such withdrawn Member shall cease to be a Member of extent that the Company for all purposes and the Units of maintains its exclusive rights as a withdrawn Member shall not be included in calculating the Units of the Members required to take any action under this Agreementcatalyst suppler.

Withdrawal of Members. (a) The Managers may (but shall not be required to) terminate the Interest of any Member and cause that Member to withdraw from the Company at any time upon at least five days' prior written notice (120 days' prior written notice in the case of clause (i) of this sentence) upon (i) the request of such Member; or (ii) a determination by the Managers that the continued participation of that Member in the Company might adversely affect the Company by jeopardizing the treatment of the Company as a partnership for federal income tax purposes, involve the Company in any litigation arising out of or relating to the participation of that Member in the Company or subject the Company to restrictions or other adverse consequences as a result of applicable laws or regulations. In the event that the Managers terminate a Member's Interest, that Member shall immediately withdraw from the Company and cease to be a Member of the Company. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Member or any other Person. The date of termination shall be the effective date of withdrawal of the terminated Member. (i) The Company shall pay to the terminated Member 90% of the amount of the terminated Member's Capital Account balance (determined in accordance with the next sentence) within 90 days of termination or as soon thereafter as the Company shall have sufficient funds available and shall pay the remainder upon completion of that year's audit. The amount of the terminated Member's Capital Account shall be determined not more than ten days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(i) and not more than three days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(ii). Such amounts paid to a terminated Member shall not be entitled to interest for any period after the date of termination. (c) From and after the effective date of withdrawal of a Member, such withdrawn Member shall cease to be a Member of the Company for all purposes and the Units of a withdrawn Member shall not be included in calculating the Units of the Members required to take any action under this Agreement.

Withdrawal of Members. (a) 9.1.1 No Member may redeem its interest or withdraw from the Company without the prior written consent of the Board of Directors, which consent may be granted or withheld in the Board of Directors’ discretion. 9.1.2 The Managers Board of Directors may (but shall not be required to) terminate the Interest interest of any Member and cause that Member to withdraw from in the Company at any time upon at least five days' ’ prior written notice upon notice, if the Board of Directors determines that the continued participation of the Member in the Company may adversely affect the Company (including for any tax, ERISA or regulatory purposes, such as a change to an applicable law or regulation) or any Member. Without limiting the generality of the foregoing, the Board of Directors may terminate the interest of any Member: (i) the request if there is any breach of such Member’s representations, warranties or covenants in the Subscription Agreement, this Agreement or related documents executed by such Member; (ii) if the Member: (a) engages in illegal conduct or other misconduct which the Board of Directors determines could result in reputational harm to the Company, (b) is convicted of, or pleads nolo contendere to, a felony or serious misdemeanor, or (c) illegally or fraudulently obtains funds which the Member seeks to invest; or (iiiii) a determination by the Managers Board of Directors determines that the continued participation of that Member may result in the Company might adversely affect the Company by jeopardizing the treatment assets of the Company being or continuing to be treated as “plan assets” that are subject to Title I of ERISA or Section 975 of the Code (or a partnership for federal income tax purposes, involve comparable law or regulation). In the Company in any litigation arising out event of or relating to termination by the participation Board of that Member in the Company or subject the Company to restrictions or Directors of a Member’s interest (other adverse consequences than as a result of applicable laws a default), such Member generally shall be paid by the Company, within 120 days thereafter (or regulations. In the event that the Managers terminate a Member's Interest, that Member shall immediately withdraw from as soon reasonably practicable thereafter) as the Company and cease has available funds, in cash, in-kind, or by delivery of a note, an amount generally equal to be a Member of the Company. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Member or any other Person. The date of termination shall be the effective date of withdrawal of the terminated Member. (i) The Company shall pay to the terminated Member 9080% of the amount fair value of the terminated Member's Capital Account balance ’s interest in the Company at the end of the quarter preceding such termination (determined in good faith by the Board of Directors in accordance with Section 5.2), with the next sentence) remaining 20% to be paid within 90 30 days following the completion of the audit for the fiscal year in which the termination occurs, in cash, in-kind, or as soon thereafter as by delivery of a note. Notwithstanding the foregoing, the Board of Directors may, in lieu of terminating a Member’s interest, cause the Transfer of such interest. The interest in the Company shall have sufficient funds available and shall pay the remainder upon completion of that year's audit. The amount of the held by such terminated Member's Capital Account shall be determined not more than ten days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(i) and not more than three days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(ii). Such amounts paid to a terminated Member shall not be entitled to interest for any period after the date of termination. (c) From and after the effective date of withdrawal of a Member, such withdrawn Member shall cease to be a Member of the Company for all purposes and the Units of a withdrawn Member shall not be included in calculating the Units Company interests of the Members required to take any action under this Agreement. In the event a note is issued to a Member pursuant to this Section 9.1.2, such note will bear terms which the Board of Directors determines are reasonable market terms under the circumstances of the termination or withdrawal. Each Member acknowledges and agrees that actual payment in respect of a Member’s interest in the Company may take substantially longer than 120 days from the date a Member’s interest in the Company is terminated and substantially longer than 30 days following the completion of the audit for the fiscal year in which the termination occurs. Notwithstanding a payment by the Company to a Member of any amount described above, the Company reserves the right to seek reimbursement from a Member whose interest has been terminated by the Board of Directors for Losses incurred by the Company resulting from any action or omissions of such Member. 9.1.3 Xxxxxxx Xxxxx or an affiliate thereof (including the GS Member) may make one or more Capital Commitments (the “Ongoing GS Investment”). If the Board of Directors determines in its discretion that the continued participation of Xxxxxxx Sachs, its affiliates, subsidiaries, successors or a Xxxxxxx Xxxxx employee or related entity would cause the Ongoing GS Investment to constitute more than 4.9% of total Capital Commitments or would otherwise adversely affect the Company, Xxxxxxx Sachs reserves the right to withdraw, and to permit its affiliates, subsidiaries, successors and any Xxxxxxx Xxxxx employees and their related entities to withdraw, without prior notice to Members, a pro rata portion of each such investor’s portion of the Ongoing GS Investment in an amount necessary to reduce the amount of the Ongoing GS Investment to 4.9% of total Capital Commitments or to an amount as otherwise determined by the Board of Directors in its sole discretion is required to avoid any adverse effect on the Company (including for any legal or regulatory reasons, such as a change to an applicable law or regulation) or in order for the Company or Xxxxxxx Sachs to comply with the Bank Holding Company Act, the Xxxx-Xxxxx Act or any other current or future laws, rules, regulations or legal requirements applicable to the Company or Xxxxxxx Sachs, or to reduce, eliminate or otherwise modify the impact, or applicability, of any bank regulatory or other restrictions resulting from Xxxxxxx Xxxxx’ status under the Bank Holding Company Act or as an entity otherwise subject to the Xxxx-Xxxxx Act.

Withdrawal of Members. (a) The Managers may (but shall not be required to) terminate the Interest of any Member and cause that Member to withdraw from the Company at any time upon at least five days' prior written notice (120 days' prior written notice in the case of clause (i) of this sentence) upon (i) the request of such Member; (ii) the failure of such Member to make the contribution of its Unpaid Capital Obligation when due; or (iiiii) a determination by the Managers that the continued participation of that Member in the Company might adversely affect the Company by jeopardizing the treatment of the Company as a partnership for federal income tax purposes, involve the Company in any litigation arising out of or relating to the participation of that Member in the Company or subject the Company to restrictions or other adverse consequences as a result of applicable laws or regulations. In the event that the Managers terminate a Member's Interest, that Member shall immediately withdraw from the Company and cease to be a Member of the Company. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Member or any other Person. The date of termination shall be the effective date of withdrawal of the terminated Member. (i) The Except in the case of a termination pursuant to Section 9.1(a)(ii), the Company shall pay to the terminated Member 90% of the amount of the terminated Member's Capital Account balance (determined in accordance with the next sentence) within 90 days of termination or as soon thereafter as the Company shall have sufficient funds available and shall pay the remainder upon completion of that year's audit. The amount of the terminated Member's Capital Account shall be determined not more than ten days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(i) and not more than three days prior to the date of termination in the case of a termination pursuant to Section 9.1(a)(ii) or (a)(iii). Such amounts paid to a terminated Member shall not be entitled to interest for any period after the date of termination. (ii) In the case of a termination pursuant to Section 9.1(a)(ii), the Company may, but shall not be required to, make any payment whatsoever to the terminated Member, provided that in no event shall the Company make a payment to such a terminated Member in excess of the amounts provided for in clause (b)(i) above. (c) From and after the effective date of withdrawal of a Member, such withdrawn Member shall cease to be a Member of the Company for all purposes and the Units of a withdrawn Member shall not be included in calculating the Units of the Members required to take any action under this Agreement.