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.
Appointment; Resignation. The Members hereby appoint the Manager as the "partnership representative" as provided in Section 6223(a) of the Code (the "Partnership Representative"). The Partnership Representative can be removed at any time by a vote of Members holding 66% of the Security Interests of the Company, and shall resign if it is no longer the Manager. In the event of the resignation or removal of the Tax Matters Representative, the holders of a majority of the Security Interests of the Company shall appoint a new Tax Matters Representative.
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 Limited Liability Company Agreement Xeres Management LLC Participation Interests, provided, however, that (i) so long as Panda Interests LLC owns or holds 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.
(b) Upon the death or adjudication of incompetency of, or a Bankruptcy Event with respect to, either of Lammot J. du Pont or Xxxxxxx Xxxxx, such individual shall automatically cease to be a Manager and all of the rights, powers and authority of the Managers as described herein and/or pursuant to applicable law, shall be vested in the other of them as the sole Manager, provided such other is alive, has not been adjudicated incompetent, and is not then subject to a Bankruptcy Event Upon the death or adjudication of incompetency of, or a Bankruptcy Event with respect to, Lammot J. du Pont, the power to appoint a Manager granted to Panda Interests LLC in Section 12.1(l)(a) above shall be null and void and of no further force or effect and Mercer Interests LLC, provided it owns a Company Interest at the time, shall have the sole power to appoint the sole Manager of the Company. Upon the death or adjudication of incompetency of, or a Bankruptcy Event with respect to, Xxxxxxx Xxxxx, the power to appoint a Manager granted to Mercer Interests LLC in Section 12.1(l)(a) above shall be null and void and of no further force or effect and Panda Interests LLC, provided it owns a Company Interest at the tim...
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 ____________________[PERSON ACTING AS DESIGNATED INDIVIDUAL] as the sole person authorized to act on behalf of the Tax Matters Representative in US federal tax audits and proceedings (the "Designated Individual"). The Designated Individual may resign at any time. The Designated Individual may be removed at any time by the Tax Matters Representative. The Tax Matters Representative shall resign if it is no longer a Member, and the Designated Individual shall resign if it is no longer a[n] ____________________[EMPLOYEE/OFFICER/OTHER STATUS] of [ENTITY]. In the event of the resignation of the Tax Matters Representative, the Non-Managing Member shall select a replacement. In the event of the resignation or removal of the Designated Individual, the Tax Matters Representative shall select a replacement.
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.
Appointment; Resignation. Each Lender irrevocably appoints and authorizes Administrative Agent to act on its behalf as Administrative Agent hereunder to take such action as Administrative Agent on its behalf and to exercise such powers under this Agreement as are delegated to Administrative Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. Neither Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of Lenders, or (ii) in the absence of its own gross negligence or willful misconduct. Administrative Agent xxx resign at any time by giving written notice thereof to Xxxxxxx and Xxxxxxxx. Upon any such resignation, Xxxxxxx shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by Xxxxxxx, or no successor Administrative Agent shall have accepted such appointment, within thirty (30) days after the resigning Administrative Agent gives notice of resignation, then the resigning Administrative Agent may, on behalf of Xxxxxxx, appoint a successor Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder first accruing or arising after the effective date of such retirement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. Xxxxxxxx acknowledges and agrees that the provisions of this Section 8.2(a) are intended to govern the relationship among Lenders and Administrative Agent and may be modified or amended without Xxxxxxxx’s consent, written or otherwise, provided such modification or amendment does not increase Borrower’s obligations hereunder. At the option of Administrative Agent, the Loan may be serviced by a servicer/trustee (the “Servicer”) selected by Administrative Agent and Administrative Agent may delegate all or any portion of its responsibilities under this Agreement and the o...
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.
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.
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.
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.
