Common use of Reasons for Removal; Good Cause Defined Clause in Contracts

Reasons for Removal; Good Cause Defined. The previous Manager must serve until a new Manager is hired or elected. The Class A members hereby agree that any right of removal shall be exercised only in good faith. Good Cause shall include only the following, as determined by a vote of the requisite Interests described in Article 8.2 above: * Any of the acts described in Article 6.11 hereof; * A breach of a Managers duties or authority hereunder; * Willful or wanton misconduct; * Fraud; * Bad faith; * Death or disability wherein the Manager (or any members of the Manger with authority to Manage the Company) dies or becomes physically, mentally, or legally incapacitated such that it can no longer effectively function as the Manager of the Company or the dissolution, liquidation or termination of any entity serving as the Manager and no other member, officer, or director of the Manager is willing or able to effectively perform the Managers duties; * Disappearance wherein the Manager (or each of the members of the Manager) fail to return phone calls and/or written correspondence (including email) for more than thirty days (30) without prior notice of an anticipate absence, or failure to provide the Members with new contact information;