Resignation of Managing GP or the Liquidation GP Sample Clauses

Resignation of Managing GP or the Liquidation GP. The Managing GP or the Liquidation GP may resign as the Managing GP or the liquidation general partner, as the case may be, on not less than 180 days’ prior written notice to the other Partners, and such resignation will become effective upon the earlier of the appointment of a replacement by unanimous consent of the remaining Partners (provided that the Rating Agency Condition has been satisfied in respect thereof), and while any Covered Bonds are outstanding, the Bond Trustee, and the last day of such 180 day period, following which in the case of the Managing GP resigning, the Liquidation GP shall be deemed to be appointed as the new Managing GP, provided, however, that neither the Managing GP nor the Liquidation GP may resign if the effect thereof would be to dissolve the Partnership. In the event the Liquidation GP resigns in accordance with this Section 11.3, the Managing GP shall forthwith use its best commercially reasonable efforts to without delay locate a new liquidation general partner that meets the requirements of the CMHC Guide to be appointed by the unanimous consent of the other Partners, and, while there are Covered Bonds outstanding, the Bond Trustee.
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Resignation of Managing GP or the Liquidation GP. The Managing GP or the Liquidation GP may resign as the managing general partner or the liquidation general partner, as the case may be, on not less than 180 days’ written notice to the other Partners, and such resignation will become effective upon the earlier of the appointment of a replacement by unanimous consent of the remaining Partners (provided Rating Agency Confirmation is received in respect thereof), and while any Covered Bonds are outstanding, the Bond Trustee, and the last day of such 180 day period, following which in the case of the Managing GP resigning, the Liquidation GP shall be deemed to be appointed as the new managing general partner, provided, however, that neither the Managing GP nor the Liquidation GP may resign if the effect thereof would be to dissolve the Partnership. In the event the Liquidation GP resigns in accordance with this Section 11.3, the Managing GP shall forthwith use its best commercially reasonable efforts to without delay locate a new liquidation general partner that meets the requirements of the CMHC Guide to be appointed by the unanimous consent of the other Partners, and, while there are Covered Bonds outstanding, the Bond Trustee.

Related to Resignation of Managing GP or the Liquidation GP

  • Resignation of Manager A Manager other than an Independent Manager may resign as a Manager at any time by thirty (30) days’ prior notice to the Member. An Independent Manager may not withdraw or resign as a Manager of the Company without the consent of the Member. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement in the form attached hereto as Exhibit A, and (ii) shall have executed a counterpart to this Agreement.

  • Termination and Liquidation 4.1 If, at any time:

  • Termination of Manager If (a) the amounts evidenced by the Note have been accelerated pursuant to Section 8.1(b) hereof, (b) the Manager shall become insolvent, (c) the Manager is in default under the terms of the Management Agreement beyond any applicable grace or cure period, or (d) Manager is not managing the Property in accordance with the management practices of nationally recognized management companies managing similar properties in locations comparable to those of the Property, then, in the case of (a), (b), (c) or (d), Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a manager reasonably approved by Lender on terms and conditions reasonably satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. In addition and without limiting the rights of Lender hereunder or under any of the other Loan Documents, in the event that (i) the Management Agreement is terminated, (ii) the Manager no longer manages the Property, or (iii) a receiver, liquidator or trustee shall be appointed for Manager or if Manager shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Manager, or if any proceeding for the dissolution or liquidation of Manager shall be instituted, then Borrower (at Borrower's sole cost and expense) shall immediately, in its name, establish new deposit accounts separate from any other Person with a depository satisfactory to Lender into which all Rents and other income from the Property shall be deposited and shall grant Lender a first priority security interest in such account pursuant to documentation satisfactory in form and substance to Lender.

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