Incapacity of a Manager. (a) In the event of the Incapacity of a Manager, the business of the Company shall be continued by the remaining Managers. The remaining Managers shall, within 90 days, call a meeting of the Board of Managers for the purpose of designating a successor Manager. Any such successor Manager shall hold such office until his or her successor has been approved and elected by the Members. The Managers shall make such amendments to the certificate of formation and execute and file for recordation such amendments or other documents or instruments as are necessary and required by the Act or this Agreement to reflect the fact that such Incapacitated Manager has ceased to be a Manager and the appointment of such successor Manager. (b) In the event of the Incapacity of all Managers, an Appropriate Officer shall as promptly as practicable convene a meeting of Members for the purpose of electing new Managers nominated by the Management Company. Upon the Incapacity of a Manager, the Manager shall immediately cease to be a Manager. (c) Any such termination of a Manager shall not affect any rights or liabilities of the Incapacitated Manager that matured prior to such Incapacity.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (NB Crossroads Private Markets Fund IV Holdings LLC), Limited Liability Company Agreement (NB Crossroads Private Markets Fund IV (TE) - Client LLC), Limited Liability Company Agreement (NB Crossroads Private Markets Fund IV (TI) - Client LLC)
Incapacity of a Manager. (a) In the event of the Incapacity of a Manager, the business of the Company shall be continued by the remaining Managers. The remaining Managers shall, within 90 days, call a meeting of the Board of Managers for the purpose of designating a successor Manager. Any such successor Manager shall hold such office until his or her successor has been approved and elected by the Members. The Managers shall make such amendments to the certificate of formation and execute and file for recordation such amendments or other documents or instruments as are necessary and required by the Act or this Agreement to reflect the fact that such Incapacitated Manager has ceased to be a Manager and the appointment of such successor Manager.
(b) In the event of the Incapacity of all Managers, an Appropriate Officer shall as promptly as practicable convene a meeting of Members for the purpose of electing new Managers nominated by the Management CompanyInvestment Adviser. Upon the Incapacity of a Manager, the Manager shall immediately cease to be a Manager.
(c) Any such termination of a Manager shall not affect any rights or liabilities of the Incapacitated Manager that matured prior to such Incapacity.
Appears in 4 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Excelsior Private Markets Fund III (Master), LLC), Limited Liability Company Agreement (Excelsior Private Markets Fund II (Master), LLC)
Incapacity of a Manager. (a) In the event of the Incapacity of a Manager, the business of the Company shall be continued with the Company property by the remaining Managers. The remaining Managers shall, within 90 days, call a meeting of the Board of Managers for the purpose of designating a successor Manager. Any such successor Manager shall hold such office until his or her successor has been approved and elected by the Memberselected. The Managers shall make such amendments to the certificate of formation and execute and file for recordation such amendments or other documents or instruments as are necessary and required by the Act or this Agreement to reflect the fact that such Incapacitated Manager has ceased to be a Manager Manager, and the appointment of such successor Manager.
(b) In the event of the Incapacity of all Managers, an Appropriate Officer the Investment Advisor shall as promptly as practicable convene a meeting of Members for the purpose of electing new Managers nominated by the Management CompanyAdvisory Member. Upon the Incapacity of a Manager, the Manager shall immediately cease to be a Manager.
(c) Any such termination of a Manager shall not affect any rights or liabilities of the Incapacitated Manager that matured prior to such Incapacity.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Fortress Pinnacle Investment Fund LLC), Limited Liability Company Agreement (Fortress Brookdale Investment Fund LLC)
Incapacity of a Manager. (a) In the event of the Incapacity of a Manager, the business of the Company shall be continued with the Company property by the remaining Managers. The remaining Managers shall, within 90 days, call a meeting of the Board of Managers for the purpose of designating a successor Manager. Any such successor Manager shall hold such office until his or her successor has been approved and elected by the Memberselected. The Managers shall make such amendments to the certificate of formation and execute and file for recordation such amendments or other documents or instruments as are necessary and required by the Act or this Agreement to reflect the fact that such Incapacitated Manager has ceased to be a Manager and the appointment of such successor Manager.
(b) In the event of the Incapacity of all Managers, an Appropriate Officer shall as promptly as practicable convene a meeting of Members for the purpose of electing new Managers nominated by the Management CompanySpecial Member. Upon the Incapacity of a Manager, the Manager shall immediately cease to be a Manager.
(c) Any such termination of a Manager shall not affect any rights or liabilities of the Incapacitated Manager that matured prior to such Incapacity.
Appears in 1 contract
Samples: Operating Agreement (Excelsior Venture Partners Iii LLC)
Incapacity of a Manager. (a) In the event of the Incapacity of a Manager, the business of the Company Fund shall be continued by the remaining Managers. The remaining Managers shall, within 90 days, call a meeting of the Board of Managers for the purpose of designating a successor Manager. Any such successor Manager shall hold such office until his or her successor has been approved and elected by the Members. The Managers shall make such amendments to the certificate of formation and execute and file for recordation such amendments or other documents or instruments as are necessary and required by the Act or this Agreement to reflect the fact that such Incapacitated Manager has ceased to be a Manager and the appointment of such successor Manager.
(b) In the event of the Incapacity of all Managers, an Appropriate Officer shall as promptly as practicable convene a meeting of Members for the purpose of electing new Managers nominated by the Management CompanyNominating Committee of the Board of Managers. Upon the Incapacity of a Manager, the Manager shall immediately cease to be a Manager.
(c) Any such termination of a Manager shall not affect any rights or liabilities of the Incapacitated Manager that matured prior to such Incapacity.
Appears in 1 contract
Samples: Limited Liability Company Agreement (NB Crossroads Private Markets Access Fund LLC)
Incapacity of a Manager. (a) In the event of the Incapacity of a Manager, the business of the Company shall be continued by the remaining Managers. The remaining Managers shall, within 90 days, call a meeting of the Board of Managers for the purpose of designating a successor Manager. Any such successor Manager shall hold such office until his or her successor has been approved and elected by the Members. The Managers shall make such amendments to the certificate of formation and execute and file for recordation such amendments or other documents or instruments as are necessary and required by the Act or this Agreement to reflect the fact that such Incapacitated Manager has ceased to be a Manager and the appointment of such successor Manager.
(b) In the event of the Incapacity of all Managers, an Appropriate Officer appropriate officer shall as promptly as practicable convene a meeting of Members for the purpose of electing new Managers nominated by the Management CompanyManaging Member. Upon the Incapacity of a Manager, the Manager shall immediately cease to be a Manager.
(c) Any such termination of a Manager shall not affect any rights or liabilities of the Incapacitated Manager that matured prior to such Incapacity.
Appears in 1 contract
Samples: Operating Agreement (Excelsior Buyout Investors LLC)
Incapacity of a Manager. (a) In the event of the Incapacity of a Manager, the business of the Company shall be continued with the Company property by the remaining Managers. The remaining Managers shall, within 90 days, call a meeting of the Board of Managers for the purpose of designating a successor Manager. Any such successor Manager shall hold such office until his or her successor has been approved ap proved and elected by the Memberselected. The Managers shall make such amendments to the certificate of formation and execute and file for recordation such amendments or other documents or instruments as are necessary and required by the Act or this Agreement to reflect the fact that such Incapacitated Manager has ceased to be a Manager Manager, and the appointment of such successor Manager.
(b) In the event of the Incapacity of all Managers, an Appropriate Officer shall as promptly as practicable convene a meeting of Members for the purpose of electing new Managers nominated by the Management CompanySpecial Member. Upon the Incapacity of a Manager, the Manager shall immediately cease to be a Manager.
(c) Any such termination of a Manager shall not affect any rights or liabilities of the Incapacitated Manager that matured prior to such IncapacityIncapac ity.
Appears in 1 contract
Samples: Operating Agreement (Excelsior Venture Partners Iii LLC)
Incapacity of a Manager. (a) In the event of the Incapacity of a Manager, the business of the Company shall be continued with the Company property by the remaining Managers. The remaining Managers shall, within 90 days, call a meeting of the Board of Managers for the purpose of designating a successor Manager. Any such successor Manager shall hold such office until his or her successor has been approved and elected by the Memberselected. The Managers shall make such amendments to the certificate of formation and execute and file for recordation such amendments or other documents or instruments as are necessary and required by the Act or this Agreement to reflect the fact that such Incapacitated Manager has ceased to be a Manager and the appointment of such successor Manager.
(b) In the event of the Incapacity of all Managers, an Appropriate Officer shall as promptly as practicable convene a meeting of Members for the purpose of electing new Managers nominated by the Management CompanyInvestment Adviser. Upon the Incapacity of a Manager, the Manager shall immediately cease to be a Manager.
(c) Any such termination of a Manager shall not affect any rights or liabilities of the Incapacitated Manager that matured prior to such Incapacity.
Appears in 1 contract
Samples: Operating Agreement (Excelsior Venture Partners Fund Iii LLC)
Incapacity of a Manager. (a) In the event of the Incapacity of a Manager, the business of the Company shall be continued with the Company property by the remaining Managers. The remaining Managers shall, within 90 days, call a meeting of the Board of Managers for the purpose of designating a successor Manager. Any such successor Manager shall hold such office until his or her successor has been approved and elected by the Memberselected. The Managers shall make such amendments to the certificate of formation and execute and file for recordation such amendments or other documents or instruments as are necessary and required by the Act or this Agreement to reflect the fact that such Incapacitated Manager has ceased to be a Manager Manager, and the appointment of such successor Manager.
(b) In the event of the Incapacity of all Managers, an Appropriate Officer shall as promptly as practicable convene a meeting of Members for the purpose of electing new Managers nominated by the Management CompanySpecial Member. Upon the Incapacity of a Manager, the Manager shall immediately cease to be a Manager.
(c) Any such termination of a Manager shall not affect any rights or liabilities of the Incapacitated Manager that matured prior to such Incapacity.
Appears in 1 contract
Samples: Operating Agreement (Excelsior Venture Partners Iii LLC)