Resignation or Termination of Managing Member. PubCo shall not, by any means, resign as, cease to be or be replaced as Managing Member except in compliance with this Section 7.6. No termination or replacement of PubCo as Managing Member shall be effective unless proper provision is made, in compliance with this Agreement, so that the obligations of PubCo, its successor (if applicable) and any new Managing Member and the rights of all Members under this Agreement and applicable Law remain in full force and effect. No appointment of a Person other than PubCo (or its successor, as applicable) as Managing Member shall be effective unless PubCo (or its successor, as applicable) and the new Managing Member (as applicable) provide all other Members with contractual rights, directly enforceable by such other Members against PubCo (or its successor, as applicable) and the new Managing Member (as applicable), to cause (a) PubCo to comply with all PubCo’s obligations under this Agreement (including its obligations under Section 4.7) other than those that must necessarily be taken in its capacity as Managing Member and (b) the new Managing Member to comply with all the Managing Member’s obligations under this Agreement.
Resignation or Termination of Managing Member. Managing Member Blocker shall not, by any means, resign as, cease to be or be replaced as Managing Member except in compliance with this Section 7.6. No termination or replacement of Managing Member Blocker as Managing Member shall be effective unless proper provision is made, in compliance with this Agreement, so that the obligations of Managing Member Blocker, its successor (if applicable) and any new Managing Member and the rights of all Members under this Agreement and applicable Law remain in full force and effect. No appointment of a Person other than Managing Member Blocker (or its successor, as applicable) as Managing Member shall be effective unless Managing Member Blocker (or its successor, as applicable) and the new Managing Member (as applicable) provide all other Members with contractual rights, directly enforceable by such other Members against Managing Member Blocker (or its successor, as applicable) and the new Managing Member (as applicable), to cause (a) Managing Member Blocker to comply with all Managing Member Blocker’s obligations under this Agreement (including its obligations under Section 4.6) other than those that must necessarily be taken in its capacity as Managing Member and (b) the new Managing Member to comply with all the Managing Member’s obligations under this Agreement.
Resignation or Termination of Managing Member. NFE Sub shall not, by any means, resign as, cease to be or be replaced as Managing Member except in compliance with this Section 7.6. No termination or replacement of NFE Sub as Managing Member shall be effective unless proper provision is made, in compliance with this Agreement, so that the obligations of NFE Sub, its successor (if applicable) and any new Managing Member and the rights of all Members under this Agreement and applicable Law remain in full force and effect. No appointment of a Person other than NFE Sub (or its successor, as applicable) as Managing Member shall be effective unless NFE Sub (or its successor, as applicable) and the new Managing Member (as applicable) provide all other Members with contractual rights, directly enforceable by such other Members against NFE Sub (or its successor, as applicable) and the new Managing Member (as applicable), to cause (a) NFE Sub to comply with all NFE Sub’s obligations under this Agreement (including its obligations under Section 4.6) other than those that must necessarily be taken in its capacity as Managing Member and (b) the new Managing Member to comply with all the Managing Member’s obligations under this Agreement.
Resignation or Termination of Managing Member. SEI shall not, by any means, resign as, cease to be or be replaced as Managing Member except in compliance with this Section 6.6. No termination or replacement of SEI as Managing Member shall be effective unless proper provision is made, in compliance with this Agreement, so that the obligations of SEI, its successor (if applicable) and any new Managing Member and the rights of all Members under this Agreement and applicable Law remain in full force and effect. No appointment of a Person other than SEI (or its successor, as applicable) as Managing Member shall be effective unless SEI (or its successor, as applicable) and the new Managing Member (as applicable) provide all other Members with contractual rights, directly enforceable by such other Members against SEI (or its successor, as applicable) and the new Managing Member (as applicable), to cause (a) SEI to comply with all SEI’s obligations under this Agreement (including its obligations under Section 3.7) other than those that must necessarily be taken in its capacity as Managing Member and (b) the new Managing Member to comply with all the Managing Member’s obligations under this Agreement.
Resignation or Termination of Managing Member. The Managing Member may resign at any time by giving written notice to the Members of the Company; provided, however, that:
Resignation or Termination of Managing Member. Rosehill shall not, by any means, resign as, cease to be or be replaced as Managing Member except in compliance with this Section 7.6. No termination or replacement of Rosehill as Managing Member shall be effective unless proper provision is made, in compliance with this Agreement, so that the obligations of Rosehill, its successor (if applicable) and any new Managing Member and the rights of all Members under this Agreement and applicable Law remain in full force and effect. No appointment of a Person other than Rosehill (or its successor, as applicable) as Managing Member shall be effective unless Rosehill (or its successor, as applicable) and the new Managing Member (as applicable) provide all other Members with contractual rights, directly enforceable by such other Members against Rosehill (or its successor, as applicable) and the new Managing Member (as applicable), to cause (a) Rosehill to comply with all Rosehill’s obligations under this Agreement (including its obligations under Section 4.6) other than those that must necessarily be taken in its capacity as Managing Member and (b) the new Managing Member to comply with all the Managing Member’s obligations under this Agreement.
Resignation or Termination of Managing Member. From and after the Effective Time, FTV Blocker, and from and after the effectiveness of the NewCo Merger, NewCo 1 shall not, by any means, resign as, cease to be or be replaced as Managing Member except in compliance with this Section 5.6. No termination or replacement from and after the Effective Time, of FTV Blocker, and from and after the effectiveness of the NewCo Merger, of NewCo 1 as Managing Member shall be effective unless proper provision is made, in compliance with this Agreement, so that the obligations from and after the Effective Time, of FTV Blocker, and from and after the effectiveness of the NewCo Merger, of NewCo 1, its successor by merger (if applicable) and any new Managing Member and the rights of all Members under this Agreement and applicable Law remain in full force and effect. No appointment of a Person other than, from and after the Effective Time, FTV Blocker, and from and after the effectiveness of the NewCo Merger, NewCo 1 (or its successor by merger, as applicable) as Managing Member shall be effective unless (a) the new Managing Member executes a joinder to this Agreement and agrees to be bound by the terms and conditions in this Agreement, and (b) from and after the Effective Time, FTV Blocker, and from and after the effectiveness of the NewCo Merger, NewCo 1 (or its successor by merger, as applicable) and the new Managing Member (as applicable) provide all other Members with contractual rights, directly enforceable by such other Members against from and after the Effective Time, FTV Blocker, and from and after the effectiveness of the NewCo Merger, NewCo 1 (or its successor by merger, as applicable) and the new Managing Member (as applicable), to cause (i) PubCo to comply with all PubCo’s obligations under this Agreement (including its obligations under Article XII) other than those that must necessarily be taken solely in its capacity as Managing Member and (ii) the new Managing Member to comply with all the Managing Member’s obligations under this Agreement.
