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11.1.1 A Party may withdraw from this Agreement effective on the last day of a <br />calendar year by giving written notice to the Board at least two years prior to the <br />proposed effective date for withdrawal. <br />11.1.2 Any Party that has given notice of its intent to withdraw must meet with the <br />Executive Director or his or her designee to develop a departure plan that is intended <br />to ensure an orderly separation of the Party from the PSERN Operator in a manner <br />that is consistent with this Agreement. The departure plan may include the transfer <br />of funds and equipment or other assets and such plan must be approved by <br />unanimous vote of the Board of Directors. <br />11.1.3 Costs of Withdrawal <br />11.1.3.1 A Party that withdraws shall remain responsible for any obligations <br />that arose prior to the effective date of the withdrawal and for any that are <br />specified under Section 15.17 as surviving a withdrawal. <br />11.1.3.2 As a condition of withdrawal, the withdrawing Party must pay any <br />direct costs resulting from the withdrawal. The Board of Directors may also <br />set a different withdrawal date as it deems appropriate; however, the <br />withdrawal date shall not be later than one year after the withdrawing Party's <br />proposed withdrawal date. <br />11.1.3.3 Any costs or other amounts owed by a withdrawing Party under this <br />Agreement or any other agreement between the withdrawing Party and the <br />PSERN Operator shall be paid prior to the effective date of the withdrawal <br />or, if such amounts are not then known or established, then within thirty (30) <br />days after the amount is known or established. However, the withdrawing <br />Party shall not be responsible for amounts not known or established within <br />one hundred (100) days of the date of withdrawal. <br />11.1.4 A member of the Board of Directors representing a Party that has given <br />notice of withdrawal which is effective at a future date, shall be authorized to cast <br />votes with the Board of Directors only on budgets and other items to be <br />implemented prior to the withdrawal date unless permission to vote on a matter is <br />granted by all remaining Board members. <br />11.1.5 A Party that has given its notice of withdrawal may revoke its notice of <br />withdrawal by delivering a written notice of such revocation to the Board of <br />Directors. The Board, in its sole discretion, may by unanimous vote of the <br />remaining members of the Board, determine to accept or deny the revocation and <br />under what conditions any acceptance shall be permitted. <br />11.1.6 If a Party withdraws from this Agreement, the withdrawing Party will forfeit <br />any and all rights it may have to PSERN System real, personal, or intellectual <br />property and any rights to participate in the PSERN Operator, unless otherwise <br />provided by the Board of Directors. <br />11.2 Removal of a Board Member. <br />Page 16 <br />