Appointment of Independent Manager. The decision to appoint a new manager of such Seller as an “Independent Manager” for purposes of this Agreement, such notice to be issued not less than ten (10) days prior to the effective date of such appointment and to certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Manager.”
Appointment of Independent Manager. The Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “Independent Manager” for purposes of this Agreement, such notice to be issued not less than ten (10) days prior to the effective date of such appointment and certify in such notice that the designated Person satisfies the criteria set forth in the definition herein of “Independent Manager”;
Appointment of Independent Manager. Evidence that an Independent Manager has been appointed in accordance with each applicable SPE Agreement;
Appointment of Independent Manager. So long as any of the Obligations remains outstanding, the Members shall cause the Company at all times to have at least one (1) Independent Manager who will be appointed by Ultimate Resort. Each Independent Manager shall be, and is hereby designated as a “manager” within the meaning of Section 18-101(10) of the Act, and shall have only those powers in management of the business and affairs of the Company as shall be specifically provided in this Agreement. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, each Independent Manager shall consider only the interests of the Company or UE Holdings Subsidiaries (depending on which is the subject of the Material Action), including its respective creditors. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of an Independent Manager, the Members shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the third sentence of this Section 15.1, in exercising their rights and performing their duties under this Agreement, any Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Manager shall at any time serve as trustee in bankruptcy for any affiliate of the Company. Upon execution hereinbelow, the Members appoint Xxxxxxx X. Xxxxx as the initial Independent Manager of the Company.
Appointment of Independent Manager. Evidence that an Independent Manager has been appointed in accordance with the Seller Agreement.
Appointment of Independent Manager. The Servicer and the SPV shall notify the Facility Agent of any decision to appoint a new director of the SPV as the “Independent Manager” for purposes of this Agreement, such notice to be issued not less than ten (10) days prior to the effective date of such appointment and certify in such notice that the designated Person satisfies the criteria set forth in the definition herein of “Independent Manager.”
Appointment of Independent Manager. Cxxxxx X. Xxxxxx is hereby appointed as an Independent Manager of the Company, and hereby accepts such appointment and agrees to act as an Independent Manager as set forth herein. Further, Cxxxxx X. Xxxxxx hereby represents and warrants that he or she meets the requirements contained in the definition of Independent Manager set forth in Exhibit “I” attached hereto and acknowledges that the Company is relying on such representation and warranty.
Appointment of Independent Manager. The Servicer and the SPV shall notify the Facility Agent of any decision to appoint a new director of the SPV as the “Independent Manager” for purposes of this Agreement, such notice to be issued not less than ten (10) days prior to the effective date of such appointment and certify in such notice that the designated Person satisfies the criteria set forth in the definition herein of “Independent Manager.” The reports, financial statements, proxy statements and registration statements required to be delivered under clauses (ix) and (x) of this Section 5.1(a) and, following an IPO, the financial statements required to be delivered under clauses (i) and (ii) of this Section 5.1(a) shall be deemed to have been delivered on the date on which the same have been posted on the Securities and Exchange Commission’s website at xxx.xxx.xxx.
Appointment of Independent Manager. The Holding Company shall give notice to the Noteholders of the decision to appoint a new director of the Issuer as the Independent Manager for purposes of this Agreement, such notice to be issued not less than fifteen (15) calendar days prior to the effective date of such appointment which notice shall certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Manager.” The Holding Company shall not appoint such Independent Manager without the written acknowledgement by the Required Noteholders, such acknowledgement to be delivered within ten (10) days after receipt of notice from the Holding Company pursuant to this Section 7.16, that such Person conforms, to the reasonable satisfaction of the Required Noteholders, with the criteria set forth in the definition herein of “Independent Manager;” provided, that if the Required Noteholders do not deliver such acknowledgement within ten (10) Business Days, the Noteholders will be deemed to have acknowledged that such Independent Manager satisfies the criteria set forth in the definition herein of “Independent Manager.” For the avoidance of doubt, the notice requirements set forth in this Section 7.16 do not apply to the appointment of the initial Independent Manager.
