Removal and Replacement of Manager Sample Clauses

Removal and Replacement of Manager. The Manager may not be removed or replaced at any time with or without the consent of the Manager.
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Removal and Replacement of Manager. (i) Notwithstanding anything to the contrary set forth herein, except as provided below in this Section 5.9(a), the TRB Members shall unilaterally and in their sole and absolute discretion have the right to remove RBH Capital as the Manager of the Company upon six (6) months’ prior written notice to the RBH Members; provided that in no event shall the effective date of any such removal be prior to the first anniversary of the date of this Agreement. Following any such removal of the Manager, the TRB Members shall have the right to appoint TRB (or any designee of TRB) as Manager of the Company without receiving the Required Approval. If, however, BRT or its Affiliate is not the holder of the BRT Senior Mortgage, the TRB Members shall not have the right to remove RBH Capital as Manager pursuant to this Section 5.9(a) if, prior to the effective date of any such removal, the Company has made cumulative payments on the BRT Senior Mortgage in an amount not less than the amount that would have been paid to the holder of the BRT Senior Mortgage if payments on the BRT Senior Mortgage had been made as follows: $5,000,000 during the first year of the term of the BRT Senior Mortgage, $10,000,000 during the second year of such term and $5,000,000 during each succeeding year of such term (with all such amounts being prorated accordingly for any partial years). (ii) If the Manager at the time of any refinancing of the BRT Senior Mortgage described in clause (B) or (C) of Section 5.4(a)(iii) is unwilling to deliver to the new lender any guaranty and/or environmental indemnification agreement required in connection with such refinancing, then the TRB Members (if RBH Capital or its Affiliate is then the Manager) or the RBH Members (if either of the TRB Members or any of their Affiliates or designees is then the Manager) shall have the right, but not the obligation to provide a Person acceptable to the new lender to execute and deliver any such guaranty and/or environmental indemnification agreement. In such event, the TRB Members (if they provide such Person) or the RBH Members (if they provide such Person) shall be entitled to appoint a replacement Manager, except that Person other than one of the appointing Members or its Affiliate may not be appointed as Manager without the prior written consent of the other Members, which consent may not be unreasonably withheld, conditioned or delayed. If RBH Capital is appointed as Manager pursuant to this Section 5.9(a)(ii), it may n...
Sample 1
Removal and Replacement of Manager. The Class A Member may remove a Manager only for Cause by executing a written resolution that sets forth in reasonable detail the actions or inactions of the Manager which constitute the Cause which is the basis for the Manager’s removal. For purposes of this Section 5.2, “Cause” means (i) misappropriation of Company funds by the Manager with respect to the Company’s Business, (ii) the gross negligence, willful misconduct or fraud on the part of the Manager in the management of the business and affairs of the Company, (iii) a breach of any material provision of this Agreement by the Manager that remains uncured for thirty (30) days after written notice of such breach was received by the Manager, (iv) violation of the duty of loyalty pursuant to Section 5.7; or (v) the Bankruptcy of the Manager. In the event that the Manager is removed, a replacement Manager shall be elected by the Class A Member. Except as set forth in this Section 5.2, the Members shall have no right to remove or replace the Manager.
Sample 1
Removal and Replacement of Manager. The Class A Member may remove a Manager only for Cause by executing a written resolution that sets forth in reasonable detail the actions or inactions of the Manager which constitute the Cause which is the basis for the Manager's removal. For purposes of this Section 5.2, "Cause" means (i) misappropriation of Company funds by the Manager with respect to the Company's Business, (ii) the gross negligence, willful misconduct or fraud on the part of the Manager in the management of the business and affairs of the Company, (iii) a breach of any material provision of this Agreement by the Manager that remains uncured for thirty (30) days after written notice of such breach
Sample 1
Removal and Replacement of Manager. JSSO Management LLC (and its successors collectively) shall have the authority at any time and from time to time to (i) remove the Manager from office and (ii) appoint a new Manager whenever there is a vacancy in the office of Manager. A successor Manager shall be entitled to all of the rights and privileges of the Manager, as Manager, to whose position it succeeded and shall be subject to all of the obligations of the predecessor Manager, as Manager, whether or not such successor Manager is a signatory to this Agreement.
Sample 1
Removal and Replacement of Manager. The Manager may be removed as Manager of the Company, and replaced with a successor Manager (which successor need not be a Member of the Company) only upon the written election of all Members (other than the Manager, if the Manager is a Member). If the Manager is a Member, then it shall continue as a Member of the Company notwithstanding its removal and replacement as Manager of the Company.
Sample 1
Removal and Replacement of Manager. JSSO Management LLC (and its successors collectively) shall have the authority at any time and from time to time to (i) remove the Manager from office and (ii) appoint a new Manager whenever there is a vacancy in the office of Manager. A successor Manager shall be entitled to all of the rights and privileges of the Manager, as Manager, to whose position it succeeded and shall be subject to all of the obligations of the predecessor Manager, as Manager, whether or not such successor Manager is a signatory to this Agreement. In the event there is a vacancy or JSSO Management LLC is no longer able to manage the Company and JSSO Management LLC cannot appoint a new Manager, then a new Manager shall be elected and duly appointed by a majority vote of the members of the Advisory Committee.
Sample 1
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Related to Removal and Replacement of Manager

  • Replacement of Manager If at any time after any Action is brought the Manager settles the Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters (whether or not such settlement complies with Section 9.7 hereof), the Manager will, at such time, for purposes of Sections 9.3, 9.4, 9.5, 9.6, and 9.7 hereof, cease to be the Manager. The non-settling Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such non-settling Underwriters, select a new Manager, which will become the new “Manager” for all purposes of Sections 9.3, 9.4., 9.5, 9.6, and 9.7 hereof as well as this section; provided that the non-settling Underwriter(s) with the largest Underwriting Percentage will act as Manager until such vote occurs and a new Manager is selected. 4 Notwithstanding such a settlement, the Manager and the other settling Underwriters will remain obligated to the non-settling Underwriters to assist and cooperate fully, in good faith, and at their own expense, in the defense of any Actions, including, without limitation, by providing, upon reasonable request of any non-settling Underwriter, and without the necessity of court process, access to or copies of all relevant records, and reasonable access to all witnesses under control of the Manager or the other settling Underwriters, for the purpose of interviews, depositions, and testimony at trial, subject in each case to the applicable legal and procedural obligations of such Manager and such other settling Underwriter. In addition, if at any time, the Manager is unwilling or unable for any reason to assume or discharge its duties as Manager under the applicable AAU, whether resulting from its insolvency (voluntary or involuntary), resignation or otherwise, to the extent permitted by applicable law, the remaining Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such Underwriters, be entitled to select a new Manager, which will become the new Manager for all purposes under this Agreement. 5 Notwithstanding the foregoing, a Manager replaced pursuant to this Section 9.9 shall continue to benefit from and be subject to all other terms and conditions of this Agreement applicable to an Underwriter.

  • Removal of Manager Upon an Event of Default (and so long as the Private Owner is then the Manager), the Initial Member may remove the Private Owner as the Manager and appoint a successor Manager in the sole discretion of the Initial Member in accordance with Section 12.4, whereupon such successor Manager shall immediately succeed to all, or such portion as the Initial Member and successor Manager agree, of the rights, powers, duties and obligations of the “Manager” hereunder, and the predecessor Manager shall promptly take such actions as may be reasonably requested by the Initial Member to facilitate the transition to such successor Manager.

  • Removal of Managers Unless otherwise restricted by law, any Manager or the entire Board may be removed or expelled, with or without cause, at any time by the Member, and any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • Withdrawal or Removal and Replacement of Administrator The Administrator may withdraw for any reason upon notice to the Initial Member, provided that such withdrawal shall be effective only following a Sale of the Artwork and distribution of the proceeds. The Administrator may be removed and replaced at any time for any reason with or without approval of the Board upon the affirmative vote of Voting Members holdings at least two-thirds of the Voting Shares. In the event of any such withdrawal or removal and replacement of the Administrator, any unvested ASA Shares shall be forfeited as of the effective date of such withdrawal or removal and such ASA Shares shall no longer be deemed to be issued and outstanding for any purposes of this Agreement.

  • Removal or Replacement of a Manager Any Manager may be removed or replaced without “Cause” at any time by a majority of the Board and each Manager may be removed and or replaced and our Board can be reconstituted for any reason by the Class C Member, if any.

  • Resignation and Removal of Escrow Agent Escrow Agent may resign from the performance of its duties hereunder at any time by giving thirty (30) days' prior written notice to the parties or may be removed, with or without cause, by the parties, acting jointly, by furnishing a Joint Written Direction to Escrow Agent, at any time by the giving of ten (10) days' prior written notice to Escrow Agent as provided herein below. Upon any such notice of resignation or removal, the representatives of the Investor(s) and the Company identified in Sections 13a.(iv) and 13b.(iv), below, jointly shall appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $10,000,000.00. Upon the acceptance in writing of any appointment of Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all funds held by it in the Escrow Funds to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.

  • Provision and Removal of Equipment B2.1 The Contractor shall provide all the Equipment necessary for the supply of the Services.

  • Appointment of Manager Owner hereby engages and retains Manager as the manager and as tenant coordinating agent of the Properties, and Manager hereby accepts such appointment on the terms and conditions hereinafter set forth; it being understood that this Management Agreement shall cause Manager to be, at law, Owner’s agent upon the terms contained herein.

  • Removal of General Partner (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, the General Partner, the General Partner shall be deemed to be removed automatically; provided, however, that if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be a dissolution of the General Partner if the business of the General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause. (b) If the General Partner has been removed pursuant to this Section 7.04 and the Partnership is continued pursuant to Section 7.03, the General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a Majority in Interest in accordance with Section 7.03(b) and otherwise be admitted to the Partnership in accordance with Section 7.02. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a Majority in Interest (excluding the General Partner and any Subsidiary of the General Partner) within ten days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser, the removed General Partner and a Majority in Interest (excluding the General Partner and any Subsidiary of the General Partner) each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than 40 days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest no later than 60 days after the removal of the General Partner. In such case, the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals closest in value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.04(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.04(b). (d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary and sufficient to effect all the foregoing provisions of this Section 7.04.

  • Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

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