Common use of Inactive Management Members Clause in Contracts

Inactive Management Members. If a Management Member ceases to provide services to or for the benefit of the Company in connection with the termination of employment of such Member for any reason, the Units held by such Member shall cease to have voting rights and such Members shall be thereafter referred to herein as an "Inactive Management Member" with only the rights of an Inactive Management Member specified herein. Notwithstanding the foregoing, except as otherwise expressly provided herein the economic rights of an Inactive Member shall be unchanged and such Inactive Management Member shall continue to be treated, for U.S. federal, state and local income tax purposes, as a Member to the extent such Inactive Management Member retains any Units following such termination, and any allocations or distributions made to such Inactive Management Member shall be deemed for tax purposes to be made to such Inactive Management Member in its capacity as a Member.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Dresser-Rand Group Inc.), Limited Liability Company Agreement (Dresser-Rand Group Inc.)