Resignation and Removal of Manager. A Manager shall hold office until such Manager’s successor is appointed by the Member or until such Manager’s earlier resignation, dissolution or removal by the Member. A Manager may resign at any time upon written notice to the Member, and a Manager may be removed with or without cause by the Member.
Resignation and Removal of Manager. No Manager may resign as Manager at any time without the consent of a Majority Interest of the Members other than the departing Manager. A Manager may be removed at any time, with Cause (but may not be removed without Cause), by the unanimous vote of all of the Members (other than the Member who is to be removed as Manager) at a meeting called expressly for that purpose, or by the written consent of all of the Members (other than the Member who is to be removed as Manager). Removal as Manager shall not affect the Manager's rights as a Member or constitute a withdrawal of a Manager as a Member. For purpose of this Section 5.2, "Cause" shall mean fraud, gross negligence, willful misconduct, embezzlement or a breach of such Manager's obligations under this Agreement.
Resignation and Removal of Manager. Manager may not resign as manager of the Company without the approval of the Executive Committee. Manager may be removed by a Member as permitted pursuant to Section 11.3 or 11.4 or upon Manager or its Affiliate ceasing to have any LLC Interests. Upon any such resignation or removal, the APFC Member shall appoint a replacement Manager (or assume the duties of Manager hereunder for itself or its Affiliate).
Resignation and Removal of Manager
