Common use of TERMINATED MEMBER Clause in Contracts

TERMINATED MEMBER. Upon the occurrence of a closing under Section 9.11(d), the following provisions shall apply to the Affected Member (now a “Terminated Member”): (i) The Terminated Member shall cease to be a Member immediately upon the occurrence of the closing. (ii) The Terminated Member shall no longer be entitled to receive any distributions (including liquidating distributions) or allocations from the Company except as directed in Section 5.4, and it shall not be entitled to exercise any voting or consent rights or to receive any further information (or access to information) from the Company (other than any required tax information). (iii) The Terminated Member must pay to the Company all amounts owed to the Company by such Terminated Member. (iv) The Terminated Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Company that accrue prior to the closing. (v) The Membership Interest, including the Capital Account balance attributable thereto, of the Terminated Member shall be allocated among the Purchasing Members in the proportion of the total Buyout Price paid by each Purchasing Member.