Replacement Manager. In the event that the Management Services Agreement is terminated and the Board of Directors determines that a replacement manager should be retained to provide for the management of the Company pursuant to a management or other services agreement, the affirmative vote of a majority of the holders of Trust Interests present in person or represented by proxy at the meeting of Members shall be required to retain such replacement manager.
Replacement Manager. In the event of the removal of the Manager, the Manager will cooperate with us and take all reasonable steps to assist in making an orderly transition of the management function. The Manager will determine whether any succeeding manager possesses sufficient qualifications to perform the management function. Other than accrued fees payable to the Manager, no additional compensation will be paid to the Manager in the event of the removal of the Manager.
Replacement Manager. In the event that the Manager shall have resigned as Manager of the Company, a Majority-in-Interest of the Members shall appoint a successor Manager to perform the duties of Manager hereunder.
Replacement Manager. The Manager may be removed by SR Partnership and the Paying Co-Tenants (as defined below), if any, due to its negligence or willful misconduct and, in the case where the Manager is Zond or an affiliate of Zond, in the event that Zond's entire Ownership Interest in the Power Transfer System has been transferred to a third party. Until such time (the "Shared Cost Time") that either (i) an Excess Capacity Buyer becomes party to this Agreement or (ii) one of the Existing Project Owners shall become obligated to pay its pro rata share of the Power Transfer System Operating Costs in accordance with provisions of Section 1.3 (collectively, the "Paying Co-Tenants"), SR Partnership shall have the sole right to appoint or remove a replacement Manager if Zond or an affiliate of Zond has been removed as Manager due to its negligence or willful misconduct, or if Zond's entire Ownership Interest in the Power Transfer System has been transferred to a third party. Once the Shared Cost Time begins, SR Partnership and the Paying Co-Tenants shall jointly determine any such replacement Manager and the compensation to be paid such replacement Manager, which compensation shall be in a reasonable amount not to exceed industry standards. SR Partnership and the Paying Co-Tenants shall act reasonably in making such determination. If the Paying Co-Tenants and SR Partnership cannot agree on the party or parties who will manage the Power Transfer System, or the compensation for the Manager, the Paying Co-Tenants and SR Partnership shall submit the matter to arbitration in accordance with Section 12.2 below.
Replacement Manager. Upon the appointment of a Replacement Manager, Manager shall cooperate with Owner and the Administrative Agent in transferring to such Replacement Manager the management of the Terminated Managed Containers, including, but not limited to making available all books and records (including data contained in Manager’s computer systems, but not software) pertaining to the Terminated Managed Containers, providing access to, and cooperating in the transfer of, information pertaining to the Terminated Managed Containers from Manager’s computer system to Owner’s or its designee’s system, and taking any other action as may be reasonably requested by Owner or its assignee to ensure the orderly assumption of management of the Terminated Managed Containers by such Replacement Manager. Such data shall include the locations and serial numbers of all Terminated Managed Containers, which shall be provided in an Microsoft Excel file or similar other computer readable format, and originals (other than Leases or TUS Subleases which are not Finance Leases or TUS Finance Subleases) of all documents pertaining solely to the Terminated Managed Containers. Subject to the immediately preceding sentence, in no event shall Manager be required to, and the Administrative Agent shall not, deliver or disclose to any Replacement Manager any information, data, document or agreement which is proprietary to Manager, including but not limited to the terms and conditions of Leases or TUS Subleases other than Finance Leases and TUS Finance Subleases.
Replacement Manager. The Pass Through Trustee and the Other Pass Through Trustee shall send a written notice of their decision to replace the Manager pursuant to this Section 6.12 (a "Manager Replacement Notice") to the Lessee, the Manager, the Rating Agency, each Owner Participant, each Other Owner Participant, the Owner Trustee, the Other Owner Trustees, the Indenture Trustee and the Other Indenture Trustees. If each Owner Participant and each Other Owner Participant agree with such decision of the Pass Through Trustee and the Other Pass Through Trustee to replace the Manager, the Lessee shall, within 10 Business Days Participation Agreement (TRLI 2001-1C)
Replacement Manager. A replacement Manager for any Manager that has been removed or has resigned shall be appointed by the Class A Member that had appointed the removed or resigning Manager within ten (10) business days of the date of removal or the effective date of resignation. The Class A Member appointing the replacement Manager shall provide prompt written notice to all other Class A Members of the name and address of the replacement Manager. Once appointed, the replacement Manager will serve the unexpired term of and will have all of the powers and duties of the Manager that resigned or was removed.
Replacement Manager. Any Person appointed to replace the then Manager as manager of the Managed Containers, which Person shall be acceptable to the Requisite Global Majority.
Replacement Manager. Manager ceases for any reason to act in that capacity and a replacement manager approved by Agent has not been put in place within thirty (30) days thereafter; or
Replacement Manager. In the event the Manager is removed or resigns, a replacement manager shall be selected pursuant to Section 8.1 of the ORPD LLC Agreement.
