Common use of Independent Manager Clause in Contracts

Independent Manager. As long as any Obligation is outstanding, the Members shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Members. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, it is intended that the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9.4. 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, and (ii) shall have executed a counterpart to this Agreement as required by Section 8.3(b). In the event of a vacancy in the position of Independent Manager, the Members shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers 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 second sentence of this Section 9.3, 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. The Independent Manager of the Company appointed by the Initial Member on the date hereof is Kxxxx Xxxxx.

Independent Manager. As long as any Obligation is outstanding, the Members shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Members. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, it is intended that the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9.4. 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, and (ii) shall have executed a counterpart to this Agreement as required by Section 8.3(b). In the event of a vacancy in the position of Independent Manager, the Members shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers 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 second sentence of this Section 9.3, 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. The Independent Manager of the Company appointed by the Initial Member on the date hereof is Kxxxx Xxxxx Xxxxx.

Independent Manager. As long as any Obligation is outstanding, the Members Board shall cause the Company at all times to have at least one Independent Manager who will be appointed by the MembersBoard. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, it is intended that the Independent Managers Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9.48.4. 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, and (ii) shall have executed a counterpart to this Agreement as required by Section 8.3(b)7.3. In the event of a vacancy in the position of Independent Manager, the Members Board shall, as soon as practicable, appoint a successor Independent Manager. All The Independent Manager is a “Manager” of the Company within the meaning of the Act; provided, however, all right, power and authority of the Independent Managers Manager shall be limited to the extent necessary to exercise only those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 9.38.3, 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. The initial Independent Manager of the Company appointed by the Initial Member on the date hereof is Kxxxx XxxxxOxxxxxx Xxxxxxxx.

Independent Manager. As long as any Obligation is outstanding, the Members Member shall cause the Company at all times to have at least one (1) Independent Manager who will be appointed by the MembersCompany. To the fullest extent permitted by law, including Section 18-18 1101(c) of the Act, it is intended that the Independent Managers Manager shall consider only the interests of the Company, including Company and its respective creditors, creditors in acting or otherwise voting on a Material Action. Subject to this Section 5.1H, the matters referred to in Section 9.4Company may remove, with or without cause, the Independent Manager. No resignation or removal of an the 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, and (ii) shall have executed which may be a counterpart signature page to this Agreement as required by this Section 8.3(b). 5.1H. In the event of a vacancy in the position of Independent Manager, the Members Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this AgreementAgreement and the Independent Manager shall have no authority to bind the Company. Except as provided in the second sentence of this Section 9.35.1H, in exercising their its rights and performing their its duties under this Agreement, any the 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. The By signing this Agreement, an Independent Manager of the Company appointed agrees that, should such Independent Manager become a Special Member, such Independent Manager will be subject to and bound by the Initial Member on the date hereof is Kxxxx Xxxxxprovisions of this Agreement applicable to a Special Member.

Independent Manager. As long as any Obligation is outstanding, the Members Board shall cause the Company at all times to have at least one Independent Manager who will be appointed by the MembersBoard. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, it is intended that the Independent Managers Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9.48.4. 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, and (ii) shall have executed a counterpart to this Agreement as required by Section 8.3(b)7.3. In the event of a vacancy in the position of Independent Manager, the Members Board shall, as soon as practicable, appoint a successor Independent Manager. All The Independent Manager is a “Manager” of the Company within the meaning of the Act; provided, however, all right, power and authority of the Independent Managers Manager shall be limited to the extent necessary to exercise only those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 9.38.3, 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. The initial Independent Manager of the Company appointed by the Initial Member on the date hereof is Kxxxx XxxxxXxxxxxx Xxxxxxxx.

Independent Manager. As Subject to Section 10(b), as long as any Obligation is outstanding, the Members Member shall cause the Company at all times to have at least one Independent Manager who will be appointed by the MembersMember. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, it is intended that the Independent Managers Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9.49(j)(iii). No resignation or removal of an the 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 the Independent Manager by a written instrument, which may be a counterpart signature page to the Managers' Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 8.3(b5(c). In the event of a vacancy in the position of Independent Manager, the Members Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers 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 second sentence of this Section 9.310, in exercising their rights and performing their duties under this Agreement, any the Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director Manager of a business corporation organized under the General Corporation Law of the State of Delaware. No The Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company. The Independent Manager of the Company appointed by the Initial Member on the date hereof is Kxxxx Xxxxx.

Independent Manager. As long as any Obligation is outstanding, the Members Initial Member shall cause the Company at all times to have at least one Independent Manager who will be appointed by the MembersInitial Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, it is intended that the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9.48.4. 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, and (ii) shall have executed a counterpart to this Agreement as required by Section 8.3(b)7.3. In the event of a vacancy in the position of Independent Manager, the Members Initial Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers 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 second sentence of this Section 9.38.3, 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. The initial Independent Manager of the Company appointed by the Initial Member on the date hereof is Kxxxx XxxxxKen Burns.

Independent Manager. As long as any Obligation is outstanding, the Members Manager shall cause the Company at all times to have at least one Independent Manager who will be appointed by the MembersManager. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, it is intended that the Independent Managers Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9.48.4. 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, and (ii) shall have executed a counterpart to this Agreement as required by Section 8.3(b)7.3. In the event of a vacancy in the position of Independent Manager, the Members Initial Member shall, as soon as practicable, appoint a successor Independent Manager. All The Independent Manager is a “Manager” of the Company within the meaning of the Act; provided, however, all right, power and authority of the Independent Managers Manager shall be limited to the extent necessary to exercise only those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 9.38.3, 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. The initial Independent Manager of the Company appointed by the Initial Member on the date hereof is Kxxxx Xxxxx.

Independent Manager. As long as any Obligation is outstanding, the Members Manager shall cause the Company at all times to have at least one Independent Manager who will be appointed by the MembersManager. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, it is intended that the Independent Managers Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9.48.4. 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, and (ii) shall have executed a counterpart to this Agreement as required by Section 8.3(b)7.3. In the event of a vacancy in the position of Independent Manager, the Members Initial Member shall, as soon as practicable, appoint a successor Independent Manager. All The Independent Manager is a "Manager" of the Company within the meaning of the Act; provided, however, all right, power and authority of the Independent Managers Manager shall be limited to the extent necessary to exercise only those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 9.38.3, 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 Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. serve as trustee in bankruptcy for any Affiliate of the Company. The initial Independent Manager of the Company appointed by the Initial Member on the date hereof is Kxxxx Xxxxx X. Xxxxx.

Independent Manager. As long as any Obligation is outstanding, the Members Initial Member shall cause the Company at all times to have at least one Independent Manager who will be appointed by the MembersInitial Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, it is intended that the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9.48.4. 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, and (ii) shall have executed a counterpart to this Agreement as required by Section 8.3(b7.1(c). In the event of a vacancy in the position of Independent Manager, the Members Initial Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers 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 second sentence of this Section 9.38.3, 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. The initial Independent Manager of the Company appointed by the Initial Member on the date hereof is Kxxxx XxxxxKevin Burns.