Appointment; Resignation Sample Clauses

Appointment; Resignation. The Partners hereby appoint Xxxx Xxxxx as the “partnership representative” as provided in Code Section 6223(a) (the “Partnership Representative”). The Partnership Representative can be removed at any time by a vote of the General Partner. The Partnership Representative shall resign if he is no longer a direct or indirect member of the Partnership. In the event of the resignation or removal of the Partnership Representative the General Partner shall select a replacement Partnership Representative. If the resignation or removal of the Partnership Representative occurs prior to the effectiveness of the resignation or removal under applicable Treasury Regulations or other administrative guidance, the Partnership Representative that has resigned or been removed shall not take any actions in his capacity as Partnership Representative except as directed by the General Partner.
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Appointment; Resignation. The Partners hereby appoint the General Partner as the “partnership representative” as provided in Code Section 6223(a) (the “Tax Matters Representative”). The Tax Matters Representative shall designate an individual satisfying the requirements of Treasury Regulations Section 301.6223-1(b)(3) to act as the sole person authorized to represent the Tax Matters Representative in any U.S. federal tax audits or proceedings under Subchapter C of Chapter 63 of the Code (the “Designated Individual”). Any person that the Tax Matters Representative designates as the Designated Individual shall be treated as, and subject to the requirements and obligations of, the Tax Matters Representative for purposes of this Section 9.4. The Designated Individual can be removed at any time by the Tax Matters Representative. The Tax Matters Representative shall resign if it is no longer a Partner, and the Designated Individual shall resign if it is no longer an officer of the General Partner. In the event of the resignation or removal of the Tax Matters Representative a majority-in-interest of the other Partners shall select a replacement Tax matters Representative.
Sample 1
Appointment; Resignation. (a) Subject to Section 12.1(l)(b) below, the Company shall have two (2) Managers (each referred to as a “Manager” and, collectively, the “Managers”), who shall each be appointed by the vote or consent of Members owning or holding at least a majority of the Participation Interests, provided, however, that (i) so long as Panda Interests LLC owns or holds Limited Liability Company Agreement Whale Holdings LLC a Company Interest, one such Manager shall be appointed by Panda Interests LLC, in its sole discretion; and (ii) for so long as Mercer Interests LLC owns or holds a Company Interest, the other such Manager shall be appointed by Mercer Interests LLC, in its sole discretion. The foregoing powers of appointment granted to the Founding Members are personal in nature and shall not be included in or otherwise be considered a part of the Company Interests and/or Participation Interests of either of the foregoing named Founding Members. Such powers of appointment shall not be assignable, voluntarily or involuntarily, by either of the foregoing named Founding Members except as expressly provided in this Agreement. Panda Interests LLC hereby appoints Lammot J. du Pont as a Manager of the Company. Mercer Interests LLC hereby appoints Xxxxxxx Xxxxx as a Manager of the Company.
Sample 1
Appointment; Resignation. The Members hereby appoint the Manager as the “partnership representative” as provided in Code Section 6223(a) (as amended by the Bipartisan Budget Act of 2015 (“BBA”)) (the “Partnership Representative”). The Partnership Representative may resign at any time. If a Manager ceases to be the Partnership Representative for any reason, the holders of a majority of the voting power represented by then outstanding Units of the Company shall appoint a new Partnership Representative.
Sample 1
Appointment; Resignation. Xxxxxxx Xxxxxxx, or such other natural person as the Manager may designate from time to time, is hereby designated as the “partnership representative” as provided in Section 6223(a) of the Code (the “Tax Matters Representative”). The Tax Matters Representative can be removed at any time by a vote of Members holding a majority of the Membership Interests of the Company, and shall resign if it is no longer a Member. In the event of the resignation or removal of the Tax Matters Representative, the holders of a majority of the Membership Interests of the Company shall appoint a new Tax Matters Representative.
Sample 1
Appointment; Resignation. The Members hereby appoint Sugarmade as the “tax matters partner” (as defined in Code Section 671 prior to its amendment by the Bipartisan Budget Act of 2015 (“BBA”)) (the “Tax Matters Member”) and, for tax years beginning on or after January 1, 2018, the “partnership representative” (the “Partnership Representative”) as provided in Code Section 627(a) (as amended by the BBA). The Tax Matters Member or Partnership Representative may resign at any time if there is another Member to act as the Tax Matters Member or Partnership Representative. The Tax Matters Member or Partnership Representative can be removed at any time by a vote of a majority of the other Members and shall resign if it is no longer a Member. In the event of the resignation or removal of the Tax Matters Member or Partnership Representative, a majority of the other Members shall select a replacement Tax Matters Member or Partnership Representative. If the resignation or removal of the Partnership Representative occurs prior to the effectiveness of the resignation or removal under applicable Treasury Regulations or other administrative guidance, the resignation or removal shall be effective upon the earliest date provided for in such Treasury Regulations or administrative guidance.
Sample 1
Appointment; Resignation. The Members hereby appoint the Managing Member as the “partnership representative” as provided in Code Section 6223(a) (the “Tax Matters Representative”). The Members hereby appoint Zxxx Xxxxx and Rxxxx Xxxxx, each as a person authorized to act on behalf of the Tax Matters Representative in US federal tax audits and proceedings (each, a “Designated Individual”). A Designated Individual may resign at any time. A Designated Individual may be removed at any time by the Tax Matters Representative. In the event of the resignation of the Tax Matters Representative, the Managing Member shall select a replacement. In the event of the resignation or removal of a Designated Individual, the Tax Matters Representative shall select a replacement.
Sample 1
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Appointment; Resignation. The Partners hereby appoint the Limited Partner as the “partnership representative” as provided in Code Section 6223(a) of the Code as amended by the Bipartisan Budget Act of 2015 (the “BBA”)) (the “Tax Matters Representative”). The Tax Matters Representative can be removed at any time by a vote of one hundred percent (100%) of the Partners. The Tax Matters Representative shall resign if it is no longer a limited partner of the Partnership. In the event of the resignation or removal of the Tax Matters Representative, a majority of the other Partners shall select a replacement Tax Matters Representative.
Sample 1

Related to Appointment; Resignation

  • Appointment of Asset Manager; Acceptance of Appointment The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #TICKER Asset. The Asset Manager hereby accepts such appointment.

  • Resignation of Agents Any Agent may at any time give written notice of its resignation to the Lenders, each L/C Issuer and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Lead Borrower (as long as no Event of Default then exists), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and each L/C Issuer with the approval of the Lead Borrower (as long as no Event of Default then exists), appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment within 60 days after the retiring Agent gives notices of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative Agent or Collateral Agent hereunder.

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Appointment of Custodian On behalf of each of its Portfolios, each Fund hereby employs and appoints the Custodian as a custodian, subject to the terms and provisions of this Agreement. Each Fund shall deliver to the Custodian, or shall cause to be delivered to the Custodian, cash, securities and other assets owned by each of its Portfolios from time to time during the term of this Agreement and shall specify to which of its Portfolios such cash, securities and other assets are to be specifically allocated.

  • Resignation of Agent The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. The Initial Agent may transfer its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing, the Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this Agreement, and any successor master servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place thereof without any further notice or other action.

  • Appointment to the Board The members of the Post-Closing Purchaser Board shall have been elected or appointed as of the Closing consistent with the requirements of Section 5.17.

  • Termination and Resignation of Agent (a) The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Note Holder. In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination.

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