Failure to Provide Certain Services Sample Clauses

Failure to Provide Certain Services. If, at any time while this Agreement is in effect, a Member in its capacity as a service provider under the Master Services Agreement (the “Nonperforming Member”) fails, in whole or in part, to provide to the Company a Core Service (as defined in the Master Services Agreement) after the applicable notice and cure period described in the Master Services Agreement, then, upon written notice, the other Member (the “Performing Member”) at its option may, effective as of the date of the written notice: (i) elect to terminate the Master Services Agreement, (ii) elect to become the Manager of the Company, if the Performing Member is not already the Manager, and (iii) elect any one of the following remedies (in addition to any other remedies available to the Performing Member under this Agreement, the Master Services Agreement, law or equity): (a) Purchase the Nonperforming Member’s Interest for an amount equal to eighty percent (80%) of the Nonperforming Member’s then-current Capital Account. In the event the Performing Member elects to purchase the Nonperforming Member’s Interest, the closing of the purchase and sale of the Nonperforming Member’s Interest in the Company will take place at the offices of the attorneys for the buyer within thirty (30) days after the Performing Member notifies the Nonperforming Member of its election. Upon closing of the purchase and sale of the Nonperforming Member’s Interest, the Company and the Performing Member will have the exclusive right to continue to engage in the Business and the Nonperforming Member will, without limitation, continue to be bound by the provisions of Section 2.8. Notwithstanding the Act, the withdrawal and sale by the Nonperforming Member of its Interest in the Company will not result in the dissolution of the Company; or (b) Cause the Company to be dissolved and liquidated in accordance with Section 13.2, and the Nonperforming Member will, without limitation, continue to be bound by the provisions of Section 2.8.