Withdrawal of Assignor. Notwithstanding any provision in the LLC Agreement to the contrary, as of the Closing, (a) Assignor shall be deemed to have automatically withdrawn as a member of the Limited Liability Company and ceased to be a member thereof and shall have no further rights, obligations or liabilities as a member under the LLC Agreement, and (b) Assignee shall automatically be admitted as a member of the Limited Liability Company and succeed to all rights, obligations and liabilities of Assignor thereunder. The withdrawal of Assignor and the admission of Assignee shall be deemed to occur simultaneously.
Withdrawal of Assignor. As of the Effective Date, Assignor shall be deemed to have withdrawn as a member of the Company. For purposes of the limited liability company or operating agreement of the Company, the withdrawal of Assignor and the admission of Assignee shall be deemed to have occurred simultaneously.
Withdrawal of Assignor. Effective as of the date of the completion of each of the Assignments, Assignor shall no longer be a Purchaser under, and as defined in, the Purchase Agreement.
Withdrawal of Assignor. Contemporaneously with the execution of this ---------------------- Agreement, Assignor will execute all documents necessary to withdraw from the Project Partnership as contemplated under the Stock Purchase Agreement.
Withdrawal of Assignor. Assignor hereby withdraws as a member of the Company for all purposes and hereby releases the Company from any and all liability to Assignor and to Assignor's affiliated predecessors in interest with respect to any event occurring prior to the Effective Date. Required Filings. If required under applicable law, the parties hereto shall execute an amendment to the Company's articles of association (or similarly titled instrument), to evidence Assignor's withdrawal from the Company. Assignee is hereby authorized to file such amendment (or to cause such amendment to be filed) in any jurisdiction in which such filing is required, as determined by Assignee. Warranty. Assignor represents and warrants that (i) Assignor is the record and beneficial owner of, and has good title to, the Membership Interests, free and clear of any and all liens, security interests, charges, assignments, options and adverse claims to title of any kind or character, (ii) such Membership Interests are not the subject of any agreement (other than the Purchase Agreement and the Operating Agreement) providing for the sale and transfer thereof, and (iii) Assignor has not assigned, pledged or transferred the Membership Interests, and no other person or other entity has any right or option to acquire the Membership Interests (or any portion thereof). Assignor agrees to defend the Membership Interests unto Assignee, its successors and assigns, forever.
