Common use of Resignation, Insolvency or Bankruptcy of the Manager Clause in Contracts

Resignation, Insolvency or Bankruptcy of the Manager. (a) The Manager shall have the right to resign as Manager of the Trust by giving notice in writing to the Trustee and by press release to the Unitholders in each case on not less than 90 days prior to the date on which such resignation is to take effect. Such resignation shall take effect on the date specified in such notice. Notwithstanding the foregoing, no approval of, or notice to, Unitholders is required to effect a Manager Reorganization. The Manager shall appoint a successor manager of the Trust, or if the Manager does not appoint a successor manager, the Trustee shall appoint a successor manager and, unless the successor manager is an Affiliate of the Manager, such appointment must be approved by the Unitholders by an Extraordinary Resolution. (b) If, prior to the effective date of the Manager’s resignation, a successor manager is not appointed or the Unitholders do not approve of the appointment of the successor manager as required hereunder, the Trust shall be terminated and dissolved upon the effective date of the resignation of the Manager (which shall be considered to be the effective date on which the Trust is to be terminated for the purposes of Article 21) and, after providing for all liabilities of the Trust, the Trust Property shall be distributed to the Unitholders in accordance with the provisions of Article 21, and the Trustee and the Manager shall continue to act as trustee and manager, respectively, of the Trust until such Trust Property has been so distributed. (c) The Trust shall be terminated immediately following the occurrence of a Termination Event. On such termination, the Trust Property shall be distributed to Unitholders in accordance with the provisions of Section 21.3. For the purposes of this Article 14 and Section 21.1 of this Trust Agreement, each of the following events shall be a “Termination Event”: (i) the Manager is, in the opinion of the Trustee, in material default of its obligations under this Trust Agreement and such default continues for 120 days from the date that the Manager receives notice of such default from the Trustee and no successor manager has been appointed by the Unitholders; (ii) the Manager has been declared bankrupt or insolvent or has entered into liquidation or winding-up, whether compulsory or voluntary (and not merely a voluntary liquidation for the purposes of amalgamation or reconstruction) and no successor manager has been appointed by the Unitholders within 90 days of the date thereof; (iii) the Manager makes a general assignment for the benefit of its creditors or otherwise acknowledges its insolvency and no successor manager has been appointed by the Unitholders within 90 days of the date thereof; or (iv) the assets of the Manager have become subject to seizure or confiscation by any public or governmental authority and no successor manager has been appointed by the Unitholders within 90 days of the date thereof.

Resignation, Insolvency or Bankruptcy of the Manager. (a) The Manager shall have the right to resign as Manager of the Trust by giving notice in writing to the Trustee and by press release to the Unitholders in each case on not less than 90 days prior to the date on which such resignation is to take effect. Such resignation shall take effect on the date specified in such notice. Notwithstanding the foregoing, no approval of, or notice to, Unitholders is required to effect a Manager Reorganization. The Manager shall appoint a successor manager of the Trust, or if the Manager does not appoint a successor manager, the Trustee shall appoint a successor manager and, unless the successor manager is an Affiliate of the Manager, such appointment must be approved by the Unitholders by an Extraordinary Ordinary Resolution. (b) If, prior to the effective date of the Manager’s resignation, a successor manager is not appointed or the Unitholders do not approve of the appointment of the successor manager as required hereunder, the Trust shall be terminated and dissolved upon the effective date of the resignation of the Manager (which shall be considered to be the effective date on which the Trust is to be terminated for the purposes of Article 21) and, after providing for all liabilities of the Trust, the Trust Property shall be distributed to the Unitholders in accordance with the provisions of Article 21, and the Trustee and the Manager shall continue to act as trustee and manager, respectively, of the Trust until such Trust Property has been so distributed. (c) The Trust shall be terminated immediately following the occurrence of a Termination Event. On such termination, the Trust Property shall be distributed to Unitholders in accordance with the provisions of Section 21.3. For the purposes of this Article 14 and Section 21.1 of this Trust Agreement, each of the following events shall be a “Termination Event”: (i) the Manager is, in the opinion of the Trustee, in material default of its obligations under this Trust Agreement and such default continues for 120 days from the date that the Manager receives notice of such default from the Trustee and no successor manager has been appointed by the Unitholders; (ii) the Manager has been declared bankrupt or insolvent or has entered into liquidation or winding-up, whether compulsory or voluntary (and not merely a voluntary liquidation for the purposes of amalgamation or reconstruction) and no successor manager has been appointed by the Unitholders within 90 days of the date thereof); (iii) the Manager makes a general assignment for the benefit of its creditors or otherwise acknowledges its insolvency and no successor manager has been appointed by the Unitholders within 90 days of the date thereofinsolvency; or (iv) the assets of the Manager have become subject to seizure or confiscation by any public or governmental authority and no successor manager has been appointed by the Unitholders within 90 days of the date thereofauthority.

Resignation, Insolvency or Bankruptcy of the Manager. (a) The Manager shall have the right to resign as Manager of the Trust by giving notice in writing to the Trustee and by press release to the Unitholders in each case on not less than 90 days prior to the date on which such resignation is to take effect. Such resignation shall take effect on the date specified in such notice. Notwithstanding the foregoing, no approval of, or notice to, Unitholders is required to effect a Manager Reorganization. The Manager shall appoint a successor manager of the Trust, or if the Manager does not appoint a successor manager, the Trustee shall appoint a successor manager and, unless the successor manager is an Affiliate of the Manager, such appointment must be approved by the Unitholders by an Extraordinary Ordinary Resolution. (b) If, prior to the effective date of the Manager’s resignation, a successor manager is not appointed or the Unitholders do not approve of the appointment of the successor manager as required hereunder, the Trust shall be terminated and dissolved upon the effective date of the resignation of the Manager (which shall be considered to be the effective date on which the Trust is to be terminated for the purposes of Article 2122) and, after providing for all liabilities of the Trust, the Trust Property shall be distributed to the Unitholders in accordance with the provisions of Article 2122, and the Trustee and the Manager shall continue to act as trustee and manager, respectively, of the Trust until such Trust Property has been so distributed. (c) The Trust shall be terminated immediately following the occurrence of a Termination Event. On such termination, the Trust Property shall be distributed to Unitholders in accordance with the provisions of Section 21.322.3. For the purposes of this Article 14 and Section 21.1 22.1 of this Trust Agreement, each of the following events shall be a “Termination Event”: (i) the Manager is, in the opinion of the Trustee, in material default of its obligations under this Trust Agreement and such default continues for 120 days from the date that the Manager receives notice of such default from the Trustee and no successor manager has been appointed by the Unitholders; (ii) the Manager has been declared bankrupt or insolvent or has entered into liquidation or winding-up, whether compulsory or voluntary (and not merely a voluntary liquidation for the purposes of amalgamation or reconstruction) and no successor manager has been appointed by the Unitholders within 90 days of the date thereof); (iii) the Manager makes a general assignment for the benefit of its creditors or otherwise acknowledges its insolvency and no successor manager has been appointed by the Unitholders within 90 days of the date thereofinsolvency; or (iv) the assets of the Manager have become subject to seizure or confiscation by any public or governmental authority and no successor manager has been appointed by the Unitholders within 90 days of the date thereofauthority.