Common use of Resignation of the Investment Manager Clause in Contracts

Resignation of the Investment Manager. The Investment Manager may voluntarily resign or withdraw from the Fund, but only upon compliance with all of the following procedures: (a) the Investment Manager shall, at least 60 days prior to such withdrawal, give notification to all Investors that it proposes to withdraw and that there be substituted in its place a Person or Persons designated and described in such notification; (b) enclosed with the notification shall be a certificate, duly executed by or on behalf of each proposed successor Investment Manager, to the effect that: (i) it is experienced in performing (or employs sufficient personnel who are experienced in performing) functions that the Investment Manager is required to perform under this Agreement; (ii) it has a net worth that meets the requirements of any statute or the courts applicable to a manager of a limited liability company in order to ensure that the Fund will not fail to be classified for state income tax purposes as a limited liability company rather than as an association taxable as a corporation; and (iii) it is willing to become the Investment Manager under this Agreement and will assume all duties and responsibilities thereunder, without receiving any compensation for services from the Fund in excess of that payable under this Agreement and/or the Investment Advisory Agreement to the withdrawing Investment Manager; (c) if the Investment Manager resigns or withdraws, there shall be on file at the principal office of the Fund, prior to such withdrawal, audited financial statements of each proposed successor Investment Manager, as of a date not earlier than twelve months prior to the date of the notification required by this Section 11.2, certified by a nationally or regionally recognized firm of independent certified public accountants, together with a certificate, duly executed on behalf of each proposed successor Investment Manager by its principal financial officer, to the effect that no material adverse change in its financial condition has occurred since the date of such audited financial statements that has caused its net worth to be reduced to less than the amount under Subsection 11.2(b). Such audited financial statements and certificates shall be available for examination by any Member during normal business hours; (d) to the extent required by and in accordance with the 1940 Act, a Majority-In-Interest of Members has consented to the appointment of, or the approval of an Investment Advisory Agreement with, any successor Investment Manager; and (e) the withdrawing Investment Manager shall cooperate fully with each successor Investment Manager so that the responsibilities of the withdrawing Investment Manager may be transferred to each successor Investment Manager with as little disruption of the Fund's business and affairs as practicable.

Resignation of the Investment Manager. The Investment Manager may voluntarily resign or withdraw from the Fund, but only upon compliance with all of the following procedures: (a) the Investment Manager shall, at least 60 days prior to such withdrawal, give notification to all Investors that it proposes to withdraw and that there be substituted in its place a Person or Persons designated and described in such notification; (b) enclosed with the notification shall be a certificate, duly executed by or on behalf of each proposed successor Investment Manager, to the effect that: (i) it is experienced in performing (or employs sufficient personnel who are experienced in performing) functions that the an Investment Manager is required to perform under this Agreement; (ii) it has a net worth that meets the requirements of any statute or the courts applicable to a manager of a limited liability company in order to ensure that the Fund will not fail to be classified for state income tax purposes as a limited liability company rather than as an association taxable as a corporation; and (iii) it is willing to become the an Investment Manager under this Agreement and will assume all duties and responsibilities thereunder, without receiving any compensation for services from the Fund in excess of that payable under this Agreement and/or the Investment Advisory Agreement to the withdrawing Investment Manager and without receiving any participation in the withdrawing Investment Manager's Fund Interest other than that agreed upon by the withdrawing Investment Manager and the successor Investment Manager; (c) if the Investment Manager resigns or withdraws, there shall be on file at the principal office of the Fund, prior to such withdrawal, audited financial statements of each proposed successor Investment Manager, as of a date not earlier than twelve months prior to the date of the notification required by this Section 11.2, certified by a nationally or regionally recognized firm of independent certified public accountants, together with a certificate, duly executed on behalf of each proposed successor Investment Manager by its principal financial officer, to the effect that no material adverse change in its financial condition has occurred since the date of such audited financial statements that has caused its net worth worth, excluding the purchase price of its Fund Interest, to be reduced to less than the amount under Subsection 11.2(b). Such audited financial statements and certificates shall be available for examination by any Member during normal business hours; (d) to the extent required by and in accordance with the 1940 Act, a Majority-In-Interest of the Members has consented to the appointment of, or the approval of an Investment Advisory Agreement with, any successor Investment Manager; and (e) the withdrawing Investment Manager shall cooperate fully with each successor Investment Manager so that the responsibilities of the withdrawing Investment Manager may be transferred to each successor Investment Manager with as little disruption of the Fund's business and affairs as practicable.

Resignation of the Investment Manager. The Subject to Section 11.05, the Investment Manager may voluntarily resign or withdraw from the Fund, but only upon compliance with all of the following procedures: (a) the Investment Manager shall, at least 60 days prior to such withdrawalresignation, give notification to all Investors that it proposes to withdraw resign and that there be substituted in its place a Person or Persons designated and described in such notification; (b) enclosed with the notification shall be a certificate, duly executed by or on behalf of each such proposed successor Investment Manager, to the effect that: (i) it is experienced in performing (or employs sufficient personnel who are experienced in performing) functions that the Investment Manager is required to perform under this Agreement; (ii) it has a net worth that meets the requirements of any statute or the courts applicable to a manager of a limited liability company in order to ensure that the Fund will not fail to be classified for state income tax purposes as a limited liability company rather than as an association taxable as a corporation; and (iii) it is willing to become the Investment Manager under this Agreement and will assume all duties and responsibilities thereunder, without receiving any compensation for services from the Fund in excess of that payable under this Agreement and/or the Investment Advisory Agreement to the withdrawing resigning Investment Manager and without receiving any participation in the resigning Investment Manager's Fund Interest other than that agreed upon by the resigning Investment Manager and the successor Investment Manager; (c) if the Investment Manager resigns or withdrawsresigns, there shall be on file at the principal office of the Fund, prior to such withdrawal, audited financial statements of each the proposed successor Investment Manager, Manager as of a date not earlier than twelve months prior to the date of the notification required by this Section 11.211.02, certified by a nationally or regionally recognized firm of independent certified public accountants, together with a certificate, duly executed on behalf of each the proposed successor Investment Manager by its principal financial officer, to the effect that no material adverse change in its financial condition has occurred since the date of such audited financial statements that has caused its net worth worth, excluding the purchase price of its Fund Interest, to be reduced to less than the amount under Subsection 11.2(b11.02(b). Such audited financial statements and certificates shall be available for examination by any Member Investor during normal business hours; (d) subject to the extent required by and in accordance with the 1940 ActSection 13.02, a Majority-In-Majority in Interest of Members the Investors has consented to the appointment of, or the approval of an Investment Advisory Agreement with, any a successor Investment Manager; and (e) the withdrawing resigning Investment Manager shall cooperate fully with each the successor Investment Manager so that the responsibilities of the withdrawing resigning Investment Manager may be transferred to each the successor Investment Manager with as little disruption of the Fund's business and affairs as practicable.

Resignation of the Investment Manager. The Subject to Section 12.05, the Investment Manager may voluntarily resign or withdraw from the Fund, but only upon compliance with all of the following procedures: (a) the Investment Manager shall, at least 60 days prior to such withdrawal, give notification to all Investors that it proposes they propose to withdraw and that there be substituted in its their place a Person or Persons designated and described in such notification; (b) enclosed with the notification shall be a certificate, duly executed by or on behalf of each such proposed successor Investment Manager, to the effect that: (i) it is experienced in performing (or employs sufficient personnel who are experienced in performing) functions that the Investment Manager is required to perform under this Agreement; (ii) it has a net worth that meets the requirements of any statute or the courts applicable to a manager of a limited liability company in order to ensure that the Fund will not fail to be classified for state income tax purposes as a limited liability company rather than as an association taxable as a corporation; and (iii) it is willing to become the Investment Manager under this Agreement and will assume all duties and responsibilities thereunder, without receiving any compensation for services from the Fund in excess of that payable under this Agreement and/or the Investment Advisory Agreement to the withdrawing Investment Manager and without receiving any participation in the withdrawing Investment Manager's Fund Interest other than that agreed upon by the withdrawing Investment Manager and the successor Investment Manager; (c) if the Investment Manager resigns or withdraws, there shall be on file at the principal office of the Fund, prior to such withdrawal, audited financial statements of each the proposed successor Investment Manager, Manager as of a date not earlier than twelve months prior to the date of the notification required by this Section 11.212.02, certified by a nationally or regionally recognized firm of independent certified public accountants, together with a certificate, duly executed on behalf of each the proposed successor Investment Manager by its principal financial officer, to the effect that no material adverse change in its financial condition has occurred since the date of such audited financial statements that has caused its net worth worth, excluding the purchase price of its Fund Interest, to be reduced to less than the amount under Subsection 11.2(b12.02(b). Such audited financial statements and certificates shall be available for examination by any Member Investor during normal business hours; (d) subject to the extent required by and in accordance with the 1940 ActSection 14.02, a Majority-In-Majority in Interest of Members the Investors has consented to the appointment of, or the approval of an Investment Advisory Agreement with, any a successor Investment Manager; and (e) the withdrawing Investment Manager shall cooperate fully with each the successor Investment Manager so that the responsibilities of the withdrawing Investment Manager may be transferred to each the successor Investment Manager with as little disruption of the Fund's business and affairs as practicable.