No Resignation. The Asset Representations Reviewer will not resign as Asset Representations Reviewer unless it determines it is legally unable to perform its obligations under this Agreement and there is no reasonable action that it could take to make the performance of its obligations under this Agreement permitted under applicable law. The Asset Representations Reviewer will notify the Issuer and the Servicer of its resignation as soon as practicable after it determines it is required to resign and stating the resignation date, including an Opinion of Counsel supporting its determination.
No Resignation. Except as stated in Section 3.4(b), the Administrator will not resign as Administrator unless it determines it is legally unable to perform its obligations under this Agreement. The Administrator will notify the Issuer and the Owner Trustee of its resignation and deliver an Opinion of Counsel supporting its determination.
No Resignation. The Servicer will not resign as Servicer under this Agreement unless it determines it is legally unable to perform its obligations under this Agreement. The Servicer will notify the Issuer, the Owner Trustee and the Indenture Trustee of its resignation as soon as practicable after it determines it is required to resign, together with an Opinion of Counsel supporting its determination. The Issuer will promptly notify the Rating Agencies of any resignation of the Servicer.
No Resignation. The Servicer will not resign as Servicer under this Agreement unless it determines it is legally unable to perform its obligations under this Agreement. The Servicer will notify the Issuer, the Parent Support Provider, the Owner Trustee and the Indenture Trustee of its resignation as soon as practicable after it determines it is required to resign, together with an Opinion of Counsel supporting its determination. The Issuer will promptly notify the Rating Agencies of any resignation of the Servicer. Notwithstanding anything to the contrary in this Agreement or in any other Transaction Document, immediately upon the resignation of Cellco as Servicer pursuant to this Section 7.1, Cellco, in its individual capacity, will be required to assume the obligations of the Servicer to acquire Receivables as set forth in Sections 3.4 and 4.7 of the Master Trust Receivables Transfer Agreement and Sections 2.5 and 2.6 of this Agreement without further action.
No Resignation. The Asset Representations Reviewer will not resign as Asset Representations Reviewer except if (i) the Asset Representations Reviewer no longer meets the eligibility requirements in Section 7.01 or (ii) the Asset Representations Reviewer has determined that the performance of its duties under this Agreement is no longer permissible under applicable law and there is no reasonable action that it could take to make the performance of its obligations under this Agreement permitted under applicable law. Upon the occurrence of one of the foregoing events, the Asset Representations Reviewer shall promptly resign and the Servicer shall appoint a successor Asset Representations Reviewer. The Asset Representations Reviewer will deliver a notice of its resignation to the Issuer and the Servicer, and an Opinion of Counsel supporting its determination.
No Resignation. Except as set forth in Section 7.4, a Member may not take any action to resign, withdraw or retire as a Member voluntarily, and a Member may not be removed involuntarily, prior to the dissolution and winding up of the Company, other than as a result of a permitted Transfer of all of such Member’s Units in accordance with Article 7 and each of the Transferees of such Units (if the Transferee is not the Company or already a Member) being admitted as a substituted Member pursuant to Section 3.4 below (a “Substituted Member”). A Member will cease to be a Member only in the manner described in Section 3.4 and Article 8.
No Resignation. No Member has any right to resign from the Company. Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.
No Resignation. (a) In consideration of this Agreement, the Executive agrees that he will not resign from the Company without Good Reason for at least one hundred eighty (180) days from the date hereof, except the foregoing shall not apply after a Change of Control.
(b) The Company shall continue to cover the Executive, or cause the Executive to be covered, under any director and officer insurance maintained after the Change of Control for directors and officers of the Company (whether by the Company or another entity) at the highest level so maintained for any other past or active director or officer with regard to any action or omission of the Executive while an officer or director of the Company. Such coverage shall continue for any period during which the Executive may have any liability for the aforesaid actions or omissions.
(c) Following a Change of Control, the Company shall, with regard to matters related to Executive’s period of employment with the Company, indemnify the Executive to the fullest extent permitted or authorized by the Company’s bylaws against any claims, suits, judgments, expenses (including reasonable attorney fees), with advancement of legal fees and disbursements to the fullest extent permitted by law, arising from, out of, or in connection with the Executive’s services as an officer or director of the Company, as an officer or director of any affiliate for which the Executive was required to serve as such by the Company or as a fiduciary of any benefit plan of the Company or any affiliate.
No Resignation by Manager unless successor appointed The Manager must not, subject to clause 16.6, resign under clause 16.4 unless:
(a) either:
(i) it procures that, before the date on which that termination becomes effective, another person, reasonably acceptable to the Trustee assumes all of the obligations of the Manager under the Transaction Documents as its successor, and executes such documents as the Trustee requires to become bound by this Deed and the relevant Supplementary Terms Notices, with effect from that date, as if it had originally been a party to this Deed and the relevant Supplementary Terms Notice as the Manager; or
(ii) the Trustee elects not to appoint a successor Manager, and to perform itself the obligations and functions which the Transaction Documents contemplate being performed by the Manager;
(b) the appointment of the successor Manager, or (as the case may be) the election of the Trustee, will not materially prejudice the interests of Noteholders; and
(c) in the case of the appointment of a successor Manager pursuant to paragraph (a), the appointment is approved by, and reasonably acceptable to, the Trustee.
No Resignation. No Member shall be entitled to resign as a Member, except in connection with a transfer of all of that Member’s Membership Interest in the Company in compliance with the terms and conditions of this Article VIII.
