Removal of Operating Member and Managing Agent Sample Clauses

Removal of Operating Member and Managing Agent. The non-Operating Member shall have the right, to be exercised by written notice to the Operating Member, to remove such designated Member as the Operating Member and to appoint itself as the Operating Member of the Company at such time as (i) the Operating Member Transfers its Membership Interest in violation of this Agreement, (ii) the Operating Member commits a breach of fiduciary duty or an act of gross negligence or willful misconduct or (iii) the non-Operating Member has notified any Managing Agent that it is in breach of the terms of the applicable Management Agreement, such breach continues beyond any applicable grace period and the applicable Management Agreement has been terminated. Upon the removal of such designated Member as the Operating Member in accordance with the foregoing, the other Member shall automatically become the Operating Member of the Company. Notwithstanding Section 7.4, each Member shall have the right to exercise the termination rights of the Company or any Subsidiary under any Management Agreement where the applicable Managing Agent thereunder is an affiliate of the other Member, and may discharge Managing Agent so affiliated for cause in accordance with the terms of such Management Agreement and thereafter appoint a new managing agent pursuant to an agreement on substantially the same terms as set forth in such Management Agreement; provided, however, that such discharge shall be without prejudice to the contract rights, if any, of the Managing Agent so discharged.
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Related to Removal of Operating Member and Managing Agent

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