Common use of Agreement Not to Resign Clause in Contracts

Agreement Not to Resign. Until all of the Corning Project Contracts are performed or terminated, each Appointing Member agrees not to withdraw or otherwise voluntarily resign from membership in the Company for any reason whatsoever without the consent of each remaining Appointing Member; provided, however, that Lakes Corning may nevertheless exercise its right to dissolve the Company pursuant to Section 13 of the Participation Agreement, at any time permitted thereby. If an Appointing Member nevertheless withdraws or otherwise voluntarily resigns from membership in the Company in violation of the preceding paragraph, the resigning Appointing Member shall be liable to the Company for any damages (excluding consequential or punitive damages) resulting from that action, and the purchase price for any purchase of the terminating Appointing Member's Interest under Article 13 shall be limited to the extent provided in Section 13.8 under such circumstances. Such damages shall nevertheless include, without limitation, (a) any damages for which the Company becomes liable under the Corning Project Contracts as a direct result of such withdrawal; and (b) the expenses (including reasonable attorneys' fees) of (i) admitting a new Member, if necessary; and (ii) if applicable, purchasing the terminating Member's Membership Interest under Article 13 (excluding the purchase price and any interest payable thereunder).

Agreement Not to Resign. Until all of the Corning Cloverdale Project Contracts are performed or terminated, each Appointing Member agrees not to withdraw or otherwise voluntarily resign from membership in the Company for any reason whatsoever without the consent of each remaining Appointing Member; provided, however, that Lakes Corning Cloverdale may nevertheless exercise its right to dissolve the Company pursuant to Section 13 of the Participation Agreement, at any time permitted thereby. If an Appointing Member nevertheless withdraws or otherwise voluntarily resigns from membership in the Company in violation of the preceding paragraph, the resigning Appointing Member shall be liable to the Company for any damages (excluding consequential or punitive damages) resulting from that action, and the purchase price for any purchase of the terminating Appointing Member's Interest under Article 13 shall be limited to the extent provided in Section 13.8 under such circumstances. Such damages shall nevertheless include, without limitation, (a) any damages for which the Company becomes liable under the Corning Cloverdale Project Contracts as a direct result of such withdrawal; and (b) the expenses (including reasonable attorneys' fees) of (i) admitting a new Member, if necessary; and (ii) if applicable, purchasing the terminating Member's Membership Interest under Article 13 (excluding the purchase price and any interest payable thereunder).