Common use of Resignation by Manager Clause in Contracts

Resignation by Manager. The Manager may not resign from its obligations and duties as Manager hereunder, except (i) with the prior written consent of Owner and the Requisite Global Majority or (ii) upon a determination by the Manager that the performance by Manager of its duties under this Agreement is no longer permissible under Applicable Law, which determination shall be evidenced by an Opinion of Counsel, in form and substance reasonably satisfactory to Owner and the Requisite Global Majority, to such effect delivered to the Indenture Trustee, the Administrative Agent and each Series Enhancer. No such resignation shall, to the extent consistent with Applicable Law, become effective until a replacement Manager has assumed the responsibilities of the resigning Manager in accordance with the terms of this Agreement, Section 405 of the Indenture and the other Transaction Documents.

Appears in 3 contracts

Samples: Management Agreement (TAL International Group, Inc.), Management Agreement (TAL International Group, Inc.), Management Agreement (TAL International Group, Inc.)

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Resignation by Manager. The Manager may not resign from its obligations and duties as Manager hereunder, except (i) with the prior written consent of Owner and the Requisite Global Majority or (ii) upon a determination by the Manager that the performance by Manager of its duties under this Agreement is no longer permissible under Applicable Law, which determination shall be evidenced by an Opinion of Counsel, in form and substance reasonably satisfactory to Owner and the Requisite Global Majority, to such effect delivered to the Indenture Trustee, Trustee and the Administrative Agent and each Series EnhancerTransition Agent. No such resignation shall, to the extent consistent with Applicable Law, become effective until a replacement Manager has assumed the responsibilities of the resigning Manager in accordance with the terms of this Agreement, Section 405 of the Indenture and the other Transaction Documents.

Appears in 1 contract

Samples: Management Agreement (TAL International Group, Inc.)

Resignation by Manager. The Manager may not resign from its obligations and duties as Manager hereunder, except (i) with the prior written consent of Owner and the Requisite Global Majority or (ii) upon a determination by the Manager that the performance by Manager of its duties under this Agreement is no longer permissible under Applicable Lawapplicable law, which determination shall be evidenced by an Opinion of Counsel, in form and substance reasonably satisfactory to Owner and the Requisite Global Majority, to such effect delivered to the Indenture Trustee, the Administrative Agent and each Series Enhancer. No such resignation shall, to the extent consistent with Applicable Lawapplicable law, become effective until a replacement Manager has assumed the responsibilities of the resigning Manager in accordance with the terms of this Agreement, Section 405 of the Indenture and the other Transaction Documents.

Appears in 1 contract

Samples: Management Agreement (TAL International Group, Inc.)

Resignation by Manager. The Manager may not resign from its obligations and duties as the Manager hereunder, except (i) with the prior written consent of the Owner and the Requisite Global Majority Control Party or (ii) upon a determination by the Manager that the performance by the Manager of its duties under this Agreement is no longer permissible under Applicable Lawapplicable law, which determination shall be evidenced by an Opinion of Counsel, in form and substance reasonably satisfactory to the Owner and the Requisite Global MajorityControl Party, to such effect delivered to the Indenture Trustee, the Administrative Agent and each Series Enhancerthe Lead Arrangers. No such resignation shall, to the extent consistent with Applicable Lawapplicable law, become effective until a replacement the Manager has assumed the responsibilities of the resigning Manager in accordance with the terms of this Agreement, Section 405 of the Indenture and the other Transaction Documents.

Appears in 1 contract

Samples: Management Agreement (Sea Containers LTD /Ny/)

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Resignation by Manager. The Manager may not resign from its obligations and duties as Manager hereunder, except (i) with the prior written consent of Owner and the Requisite Global Majority or (ii) upon a determination by the Manager that the performance by Manager of its duties under this Agreement is no longer permissible under Applicable Law, which determination shall be evidenced by an Opinion of Counsel, in form and substance reasonably satisfactory to Owner and the Requisite Global Majority, to such effect delivered to the Indenture Trustee, the Administrative Transition Agent and each Series Enhancer. No such resignation shall, to the extent consistent with Applicable Law, become effective until a replacement Manager has assumed the responsibilities of the resigning Manager in accordance with the terms of this Agreement, Section 405 of the Indenture and the other Transaction Documents.

Appears in 1 contract

Samples: Management Agreement (TAL International Group, Inc.)

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