Removal of Managing Member. (a) The Managing Member will be subject to removal as Managing Member upon [***] days’ notice by the Consent of the Class A Members if the Managing Member (x) has engaged in gross negligence, willful misconduct or fraud, (y) has breached any material duty, obligation or covenant of this Agreement or caused the Company or the Facility Company to breach any material duty, obligation or covenant of any Facility Document, or (z) is declared Bankrupt; provided, however, that in the case of clause (y), the Managing Member shall have the opportunity to cure such breach or violation within [***] days of receiving notice of such breach (which thirty (30) day period shall run concurrently with the required notice period); provided, further, that if such breach or violation cannot be cured within such period, and so long as the Managing Member is proceeding with diligence to cure such breach, the thirty (30) day cure period shall be extended by an additional [***] days, for a total cure period of [***] days.
(b) If the Managing Member is so removed, the Consent of the Members shall be required to elect a successor Managing Member to succeed to all the rights, and to perform all of the obligations, set forth for the Managing Member hereunder.
Removal of Managing Member. (a) Within ten (10) Business Days after the occurrence of a Removal Event, the Managing Member shall give the Class A Member written notice thereof. If a Removal Event occurs, the Class A Member is entitled to remove the Managing Member by giving sixty (60) days’ written notice to the Managing Member of such removal, which shall take effect upon the expiration of such sixty (60)-day period unless the Managing Member cures such Removal Event within such sixty (60)-day period (and as a result of such cure such Removal Event shall be deemed not to have occurred and the Managing Member will not be subject to removal as Managing Member as a result of such Removal Event).
(b) If the Managing Member is so removed pursuant to Section 3.13(a), the Class A Member shall elect a Person to succeed to all the rights, and to perform all of the obligations set forth for the Managing Member hereunder (the “Manager”), subject to the Company and/or the Manager obtaining any necessary prior governmental approvals. The Person selected as the Manager shall (A) be either (i) an entity that, within the preceding six (6) years has owned or operated for a continuous period of at least three (3) years solar photovoltaic systems with an aggregate electricity output of at least 20 megawatts, or (ii) such other entity which is approved by the Class A Member (such approval not to be unreasonably withheld or delayed) and (B) not be a direct competitor of the Managing Member (or any of its Affiliates). The entity chosen as Manager shall execute a counterpart to this Agreement.
Removal of Managing Member. (i) Any Tax Equity Holdco shall have been removed as the “managing member” of any applicable Tax Equity Opco. The receipt of any written notice, claim or threat of removal from the Tax Equity Class A Member shall be a “Default” for all purposes hereunder until rescinded in writing by such Tax Equity Class A Member and such event shall mature into an “Event of Default” if the Tax Equity Holdco default that is the subject of such written notice, claim or threat is not cured within the applicable period prior to effectiveness of removal provided under the applicable Limited Liability Company Agreement.
Removal of Managing Member. (a) The Managing Member may be removed from its position as managing member of the Fund by the vote or written consent of Members holding not less than 80% of the total number of votes eligible to be cast by all Members.
(b) The Managing Member may be removed from its position as managing member of the Fund by the Board of Directors upon the bankruptcy (as defined in the Delaware Act) of the Managing Member.
Removal of Managing Member. No event has occurred under the related Tax Equity Opco LLC Agreement that would allow the related Tax Equity Investor or another member to remove, or give notice of removal, of the related Managing Member or any Affiliate of the Borrower serving as a managing member of such Tax Equity Opco.
Removal of Managing Member. The Managing Member may be removed, with or without cause, by an affirmative vote for removal of the holders of a two thirds majority of the Voting Shares.
Removal of Managing Member. Neither the related Managing Member nor any Affiliate of the Borrower serving as a managing member of Tax Equity Opco has been removed as managing member under the related Tax Equity Opco LLC Agreement nor has such Managing Member or any such Affiliate given or received notice of an action, claim or threat of removal. As of the related Transfer Date, no event has occurred under the related Tax Equity Opco LLC Agreement that would allow the related Tax Equity Investor or another member to remove, or give notice of removal, of such Managing Member or any Affiliate of the Borrower serving as a managing member of such Tax Equity Opco.
Removal of Managing Member. The Non-managing Members may, upon the approval of Non-managing Members holding at least a majority of the Non-managing Member Units and Interests, remove the Managing Member upon the occurrence of any of the following events:
(a) a material breach of this Agreement by the Managing Member or a material breach of the Managing Member’s fiduciary obligations to the Company or the Members under the Act, after written notice to the Managing Member setting forth in detail the Managing Member’s material breach and a sixty (60) day period to cure or commence the cure of such material breach;
(b) the gross negligence or malfeasance of the Managing Member in connection with the performance of its duties as Managing Member, after written notice to the Managing Member setting forth in detail the Managing Member’s gross negligence or malfeasance and a sixty (60) day period to cure or commence the cure of such gross negligence or malfeasance; or
(c) an Event of Dissociation of the Managing Member. Upon the occurrence of any of the foregoing, the Members shall appoint another Person as a new Managing Member to replace a removed Managing Member or to replace a Managing Member that has resigned upon the approval of the Members holding a majority of the Interests. Any new Managing Member appointed pursuant to this Section 4.8 subsequently may be removed at any time upon the approval of the Non-managing Members holding at least a majority of the Non-managing Member Units and Interests.
Removal of Managing Member. (a) The Managing Member may be removed as the Managing Member of the Company for "cause" (as hereinafter defined), upon the affirmative vote of the Class A Member. Any such action by the Class A Member must also provide for the election of a successor Managing Member and shall become effective only upon the admission of the successor Managing Member pursuant to Section
Removal of Managing Member. Subject to the terms of the Loan Documents:
(a) Upon the occurrence of a Cause Event, either Member that is not an Affiliate of the Managing Member may remove the Managing Member as managing member of the Company by delivering a written notice to the Managing Member and the other Member (the “Removal Notice”) to such effect.
(b) No removal of the Managing Member shall be effective unless each of the following conditions are satisfied within one hundred twenty (120) days after the date the Removal Notice is delivered to the removed Managing Member: (i) within ninety (90) days after the Removal Notice, the new managing member of the Company (which shall be a Member that is not an Affiliate of the removed Managing Member thereof, but no new Interests in the Company may be issued thereto) shall have assumed all obligations of the removed Managing Member as managing member under this Agreement arising on or after the date on which such new managing member becomes managing member of the Company (the Members that are not Affiliates of the removed Managing Member agreeing to negotiate in good faith to determine who shall become the new Managing Member or “manager” of the Company); and (ii) if required under the Act, an amendment to the Certificate shall have been filed with the Secretary of State of the State of Delaware that reflects (1) the change in managing member, and (2) a change of the name of the Company so that it does not include the word “General Growth Properties” or “GGP” or any variation thereof.
(c) In the event the Managing Member is removed, the Members that are not an Affiliate of the removed Managing Member may elect to cause the Company to, or to cause each Subsidiary to, terminate the Property Management Agreement and any other Affiliate Agreements with the removed Managing Member or its Affiliates. If any such agreements are terminated pursuant to this Section 6.7(c), then such agreements shall be terminated after payment to the Property Manager or any other Affiliate of the Managing Member, as applicable, of all accrued and unpaid fees and expenses and other amounts owing prior to the date of such termination. If such Property Management Agreement is terminated, the Members that are not an Affiliate of the removed Managing Member shall cause the Company to execute a commercially reasonable property management agreement with a replacement Property Manager that is a Qualified Manager (and not an Affiliate of any Member).
