Common use of Effect of Removal Upon Removal Event Clause in Contracts

Effect of Removal Upon Removal Event. If Xxxxxxx Management is removed as the Operating Member of the Company pursuant to Section 2.06(a), then (i) a Cash Flow Bonus Forfeiture Event shall exist for purposes of Sections 5.01(d) and 5.02(h), (ii) the Xxxxxxx Members shall retain the remaining portions of their respective Interests in the Company (unless Paladin purchases such Interests as a result of the exercise of the Buy-Sell provisions set forth in Article 7), (iii) neither the Lippert Members nor their respective Affiliates shall be entitled to receive any further fees to which they would otherwise be entitled pursuant to Section 2.12; and (iv) the Management Committee may, in its sole and absolute discretion, designate any person or entity as a replacement Operating Member or as a manager who shall fulfill the duties and obligations of the Operating Member, that may be (but need not be) a Member of the Company (including, without limitation, Paladin (or any Affiliate thereof). From and after any such removal: (1) the replacement Operating Member (and not Xxxxxxx Management or its Affiliates) shall be entitled to exercise all the rights, duties and obligations, and to receive any and all fees of the Operating Member under this Agreement, (2) Xxxxxxx Management shall have no further obligations under Sections 2.03, 2.04 or 2.05, and (3) Xxxxxxx Management shall no longer have any right to appoint any representative to the Management Committee and any previously appointed representatives of Xxxxxxx Management shall be replaced by one (1) or more representatives to be appointed by the Management Committee. In the event there is a dispute as to whether a Removal Event occurred, then Xxxxxxx Management shall cease to be the Operating Member and shall no longer have any right to appoint any representative to the Management Committee, and, if it shall be later determined by a court of competent jurisdiction that a Removal Event did not occur, then Xxxxxxx Management shall be deemed to have been terminated pursuant to Section 2.06(c).

Effect of Removal Upon Removal Event. If Xxxxxxx Management is removed as the Operating Member Manager of the Company pursuant to Section 2.06(a), then (i) a Cash Flow Bonus Forfeiture Event shall exist for purposes of Sections 5.01(d5.01(b) and 5.02(h5.02(a), (ii) the Xxxxxxx Members shall retain the remaining portions portion of their respective Interests its Interest in the Company (unless Paladin purchases such Interests as a result of the exercise of the Buy-Sell provisions set forth in Article 7), (iii) neither the Lippert Members Xxxxxxx nor their respective its Affiliates shall be entitled to receive any further fees to which they would otherwise be entitled pursuant to Section 2.12; and (iv) the Management Committee may, in its sole and absolute discretion, designate any person or entity as a replacement Operating Member Manager or as a manager who shall fulfill the duties and obligations of the Operating MemberManager, that may be (but need not be) a Member of the Company (including, without limitation, Paladin (or any Affiliate thereof). From and after any such removal: (1) the replacement Operating Member Manager (and not Xxxxxxx Management or its Affiliates) shall be entitled to exercise all the rights, duties and obligations, and to receive any and all fees of the Operating Member Manager under this Agreement, (2) Xxxxxxx Management shall have no further obligations under Sections 2.03, 2.04 or 2.05, and (3) Xxxxxxx Management shall no longer have any right to appoint any representative to the Management Committee and any previously appointed representatives of Xxxxxxx Management shall be replaced by one (1) or more representatives to be appointed by the Management Committee. In the event there is a dispute as to whether a Removal Event occurred, then Xxxxxxx Management shall cease to be the Operating Member Manager and shall no longer have any right to appoint any representative to the Management Committee, and, if it shall be later determined by a court of competent jurisdiction that a Removal Event did not occur, then Xxxxxxx Management shall be deemed to have been terminated pursuant to Section 2.06(c).

Effect of Removal Upon Removal Event. If Xxxxxxx Management DFP is removed as the Operating Member of the Company pursuant to Section 2.06(a), then (i) a Cash Flow Bonus Forfeiture Event shall exist for purposes of Sections 5.01(d5.02(d) and 5.02(h5.02(e), (ii) the Xxxxxxx Members DFP shall retain the remaining portions of their respective Interests its Interest in the Company (unless Paladin purchases such Interests Interest as a result of the exercise of the Buy-Sell provisions set forth in Article 7), and (iii) neither the Lippert Members nor their respective Affiliates shall be entitled to receive any further fees to which they would otherwise be entitled pursuant to Section 2.12; and (iv) the Management Committee may, in its sole and absolute discretion, designate any person or entity as a replacement Operating Member or as a manager who shall fulfill the duties and obligations of the Operating Member, that may be (but need not be) a Member of the Company (including, without limitation, Paladin (or any Affiliate thereof). From and after any such removal: (1) the replacement Operating Member (and not Xxxxxxx Management DFP or its Affiliates) shall be entitled to exercise all the rights, duties and obligations, and to receive any and all fees of the Operating Member under this Agreement, (2) Xxxxxxx Management DFP shall have no further obligations under Sections 2.03, 2.04 or 2.05, and (3) Xxxxxxx Management DFP shall no longer have any right to appoint any representative to the Management Committee and any previously appointed representatives of Xxxxxxx Management DFP shall be replaced by one (1) or more representatives to be appointed by the Management Committee. In the event there is a dispute as to whether a Removal Event occurred, then Xxxxxxx Management DFP shall cease to be the Operating Member and shall no longer have any right to appoint any representative to the Management Committee, and, if it shall be later determined by a court of competent jurisdiction that a Removal Event did not occur, then Xxxxxxx Management DFP shall be deemed to have been terminated pursuant to Section 2.06(c).

Effect of Removal Upon Removal Event. If Xxxxxxx Management NVR is removed as the Operating Member of the Company pursuant to Section 2.06(a), then (i) a Cash Flow Bonus Forfeiture Event shall exist for purposes of Sections 5.01(d) and 5.02(h), (ii) the Xxxxxxx Northview Members shall retain the remaining portions of their respective Interests in the Company (unless Paladin purchases such Interests as a result of the exercise of the Buy-Sell provisions set forth in Article 7), (iii) neither the Lippert Northview Members nor their respective Affiliates shall be entitled to receive any further fees to which they would otherwise be entitled pursuant to Section 2.12; and (iv) the Management Committee may, in its sole and absolute discretion, designate any person or entity as a replacement Operating Member or as a manager who shall fulfill the duties and obligations of the Operating Member, that may be (but need not be) a Member of the Company (including, without limitation, Paladin (or any Affiliate thereof). From and after any such removal: (1) the replacement Operating Member (and not Xxxxxxx Management NVR or its Affiliates) shall be entitled to exercise all the rights, duties and obligations, and to receive any and all fees of the Operating Member under this Agreement, (2) Xxxxxxx Management NVR shall have no further obligations under Sections 2.03, 2.04 or 2.05, and (3) Xxxxxxx Management NVR shall no longer have any right to appoint any representative to the Management Committee and any previously appointed representatives of Xxxxxxx Management NVR shall be replaced by one (1) or more representatives to be appointed by the Management Committee. In the event there is a dispute as to whether a Removal Event occurred, then Xxxxxxx Management NVR shall cease to be the Operating Member and shall no longer have any right to appoint any representative to the Management Committee, and, if it shall be later determined by a court of competent jurisdiction that a Removal Event did not occur, then Xxxxxxx Management NVR shall be deemed to have been terminated pursuant to Section 2.06(c).

Effect of Removal Upon Removal Event. If Xxxxxxx Management is removed as the Operating Member of the Company pursuant to Section 2.06(a), then (i) a Cash Flow Bonus Forfeiture Event shall exist for purposes of Sections 5.01(d5.01(c) and 5.02(h5.02(g), (ii) the Xxxxxxx Members shall retain the remaining portions of their respective Interests in the Company (unless Paladin purchases such Interests as a result of the exercise of the Buy-Sell provisions set forth in Article 7), (iii) neither the Lippert Members nor their respective Affiliates shall be entitled to receive any further fees to which they would otherwise be entitled pursuant to Section 2.12; and (iv) the Management Committee may, in its sole and absolute discretion, designate any person or entity as a replacement Operating Member or as a manager who shall fulfill the duties and obligations of the Operating Member, that may be (but need not be) a Member of the Company (including, without limitation, Paladin (or any Affiliate thereof). From and after any such removal: (1) the replacement Operating Member (and not Xxxxxxx Management or its Affiliates) shall be entitled to exercise all the rights, duties and obligations, and to receive any and all fees of the Operating Member under this Agreement, (2) Xxxxxxx Management shall have no further obligations under Sections 2.03, 2.04 or 2.05, and (3) Xxxxxxx Management shall no longer have any right to appoint any representative to the Management Committee and any previously appointed representatives of Xxxxxxx Management shall be replaced by one (1) or more representatives to be appointed by the Management Committee. In the event there is a dispute as to whether a Removal Event occurred, then Xxxxxxx Management shall cease to be the Operating Member and shall no longer have any right to appoint any representative to the Management Committee, and, if it shall be later determined by a court of competent jurisdiction that a Removal Event did not occur, then Xxxxxxx Management shall be deemed to have been terminated pursuant to Section 2.06(c).

Effect of Removal Upon Removal Event. If Xxxxxxx Management ERES is removed as the Operating Member of the Company pursuant to Section 2.06(a), then (i) a Cash Flow Bonus Forfeiture Event shall exist for purposes of Sections 5.01(d) and 5.02(h), (ii) the Xxxxxxx Members ERES shall retain the remaining portions of their respective Interests its Interest in the Company (unless Paladin purchases such Interests Interest as a result of the exercise of the Buy-Sell provisions set forth in Article 7), (iii) neither the Lippert Members ERES nor their respective its Affiliates shall be entitled to receive any further fees to which they would otherwise be entitled pursuant to Section 2.12; and (iv) the Management Committee may, in its sole and absolute discretion, designate any person or entity as a replacement Operating Member or as a manager who shall fulfill the duties and obligations of the Operating Member, that may be (but need not be) a Member of the Company (including, without limitation, Paladin (or any Affiliate thereof). From and after any such removal: (1) the replacement Operating Member (and not Xxxxxxx Management ERES or its Affiliates) shall be entitled to exercise all the rights, duties and obligations, and to receive any and all fees of the Operating Member under this Agreement, (2) Xxxxxxx Management ERES shall have no further obligations under Sections 2.03, 2.04 or 2.05, and (3) Xxxxxxx Management ERES shall no longer have any right to appoint any representative to the Management Committee and any previously appointed representatives of Xxxxxxx Management ERES shall be replaced by one (1) or more representatives to be appointed by the Management Committee. In the event there is a dispute as to whether a Removal Event occurred, then Xxxxxxx Management ERES shall cease to be the Operating Member and shall no longer have any right to appoint any representative to the Management Committee, and, if it shall be later determined by a court of competent jurisdiction that a Removal Event did not occur, then Xxxxxxx Management ERES shall be deemed to have been terminated pursuant to Section 2.06(c).

Effect of Removal Upon Removal Event. If Xxxxxxx Management Buckingham is removed as the Operating Member of the Company pursuant to Section 2.06(a), then (i) a Cash Flow Bonus Forfeiture Event shall exist for purposes of Sections 5.01(d) and 5.02(h), (ii) the Xxxxxxx Members Buckingham shall retain the remaining portions portion of their respective Interests its Interest in the Company (unless Paladin purchases such Interests as a result of the exercise of the Buy-Sell provisions set forth in Article 7), (iii) neither the Lippert Members Buckingham nor their respective its Affiliates shall be entitled to receive any further fees to which they it would otherwise be entitled pursuant to Section 2.12; and (iv) the Management Committee may, in its sole and absolute discretion, designate any person or entity as a replacement Operating Member or as a manager who shall fulfill the duties and obligations of the Operating Member, that may be (but need not be) a Member of the Company (including, without limitation, Paladin (or any Affiliate thereof). From and after any such removal: (1) the replacement Operating Member (and not Xxxxxxx Management Buckingham or its Affiliates) shall be entitled to exercise all the rights, duties and obligations, and to receive any and all fees of the Operating Member under this Agreement, (2) Xxxxxxx Management Buckingham shall have no further obligations under Sections Section 2.03, Section 2.04 or Section 2.05, and (3) Xxxxxxx Management Buckingham shall no longer have any right to appoint any representative to the Management Committee and any previously appointed representatives of Xxxxxxx Management Buckingham shall be replaced by one (1) or more representatives to be appointed by the Management Committee. In the event there is a dispute as to whether a Removal Event occurred, then Xxxxxxx Management Buckingham shall cease to be the Operating Member and shall no longer have any right to appoint any representative to the Management Committee, and, if it shall be later determined by a court of competent jurisdiction that a Removal Event did not occur, then Xxxxxxx Management Buckingham shall be deemed to have been terminated pursuant to Section 2.06(c).

Effect of Removal Upon Removal Event. If Xxxxxxx Management Buckingham is removed as the Operating Member of the Company pursuant to Section 2.06(a), then (i) a Cash Flow Bonus Forfeiture Event shall exist for purposes of Sections 5.01(d5.01(c) and 5.02(h5.02(g), (ii) the Xxxxxxx Members Buckingham shall retain the remaining portions portion of their respective Interests its Interest in the Company (unless Paladin purchases such Interests as a result of the exercise of the Buy-Sell provisions set forth in Article 7), (iii) neither the Lippert Members Buckingham nor their respective its Affiliates shall be entitled to receive any further fees to which they it would otherwise be entitled pursuant to Section 2.12; and (iv) the Management Committee may, in its sole and absolute discretion, designate any person or entity as a replacement Operating Member or as a manager who shall fulfill the duties and obligations of the Operating Member, that may be (but need not be) a Member of the Company (including, without limitation, Paladin (or any Affiliate thereof). From and after any such removal: (1) the replacement Operating Member (and not Xxxxxxx Management Buckingham or its Affiliates) shall be entitled to exercise all the rights, duties and obligations, and to receive any and all fees of the Operating Member under this Agreement, (2) Xxxxxxx Management Buckingham shall have no further obligations under Sections Section 2.03, Section 2.04 or Section 2.05, and (3) Xxxxxxx Management Buckingham shall no longer have any right to appoint any representative to the Management Committee and any previously appointed representatives of Xxxxxxx Management Buckingham shall be replaced by one (1) or more representatives to be appointed by the Management Committee. In the event there is a dispute as to whether a Removal Event occurred, then Xxxxxxx Management Buckingham shall cease to be the Operating Member and shall no longer have any right to appoint any representative to the Management Committee, and, if it shall be later determined by a court of competent jurisdiction that a Removal Event did not occur, then Xxxxxxx Management Buckingham shall be deemed to have been terminated pursuant to Section 2.06(c).