Common use of Resignation or Removal of Manager Clause in Contracts

Resignation or Removal of Manager. (a) The Manager may resign from his, her or its position as the Manager of the Company at any time by giving written notice to the Company and all the Members. Such resignation shall take effect at the time specified in the written notice, or, if no time is specified, at the time of the delivery of notice to the Company. If the Manager is also a Member, then the resignation of the Manager of the Company as a Manager shall not affect the Manager’s rights in the Company as a Member and shall not constitute his, her or its withdrawal as a Member. However, if such resignation violates any provision contained in this Agreement or the provision of any contractual agreement between such Manager and the Company, the Company may recover from such Manager damages for such breach as provided in this Agreement or by contract or law. (b) The Manager may be removed as Manager only upon the occurrence of any of the following (a “Disabling Event”): (i) the final adjudication by a court of competent jurisdiction of the engagement by the Manager in intentional misconduct, gross negligence or fraud, (ii) the conviction of the Manager or any of its principals of a felony, (iii) the bankruptcy, receivership or other proceeding of insolvency of the Manager, (iv) the taking of any action described in Section 5.4 without the required consent of the Members, but only after written notice and failure of Manager to cure such default within sixty (60) days of such notice, and (vi) in the case of an individual who is a Manager, the death, insanity or retirement of such individual. Except as aforesaid, the Manager may not be removed as Manager without its prior written consent. Upon the occurrence of a Disabling Event to the Manager, the Manager may be removed with the written approval of the Majority-in-Interest of the Members. (c) If a Disabling Event occurs and continues beyond the applicable cure period pursuant to Section 5.7(b), then the Manager, if also a Member, shall lose its right to vote as a Member on Company matters and any required vote or action of the Members shall be determined as if such Membership Interest were not outstanding).

Resignation or Removal of Manager. (a) The Manager may resign from his, her or its position as the Manager of the Company at any time by giving written notice to the Company and all the Members. Such resignation shall take effect at the time specified in the written notice, or, if no time is specified, at the time of the delivery of notice to the Company. If the Manager is also a Member, then the resignation of the Manager of the Company as a Manager shall not affect the Manager’s rights in the Company as a Member and shall not constitute his, her or its withdrawal as a Member. However, if such resignation violates any provision contained in this Agreement or the provision of any contractual agreement between such Manager and the Company, the Company may recover from such Manager damages for such breach as provided in this Agreement or by contract or law. (b) The Manager may be removed as Manager only upon the occurrence of any of the following (a “Disabling Event”): (i) the final adjudication by a court of competent jurisdiction of the 112776\000006\4832-7583-6415v3 20 engagement by the Manager in intentional misconduct, gross negligence or fraud, (ii) the conviction of the Manager or any of its principals of a felony, (iii) the bankruptcy, receivership or other proceeding of insolvency of the Manager, (iv) the taking of any action described in Section 5.4 without the required consent of the MembersRhove, but only after written notice and failure of Manager to cure such default within sixty (60) days of such notice, and (viv) in the case of an individual who is a Manager, the death, insanity or retirement of such individual. Except as aforesaid, the Manager may not be removed as Manager without its prior written consent. Upon the occurrence of a Disabling Event to the Manager, the Manager may be removed with the written approval of the Majority-in-Interest of the MembersRxxxx. (c) If a Disabling Event occurs and continues beyond the applicable cure period pursuant to Section 5.7(b), then the Manager, if also a Member, shall lose its right to vote as a Member on Company matters and any required vote or action of the Members shall be determined as if such Membership Interest were not outstanding).

Resignation or Removal of Manager. (a) The Manager may resign from his, her or its position as the Manager of the Company at any time by giving written notice to the Company and all the Members. Such resignation shall take effect at the time specified in the written notice, or, if no time is specified, at the time of the delivery of notice to the Company. If the Manager is also a Member, then the resignation of the Manager of the Company as a Manager shall not affect the Manager’s rights in the Company as a Member and shall not constitute his, her or its withdrawal as a Member. However, if such resignation violates any provision contained in this Agreement or the provision of any contractual agreement between such Manager and the Company, the 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065 Company may recover from such Manager damages for such breach as provided in this Agreement or by contract or law. (b) The Manager may be removed as Manager only upon the occurrence of any of the following (a “Disabling Event”): (i) the final adjudication by a court of competent jurisdiction of the engagement by the Manager in intentional misconduct, gross negligence or fraud, (ii) the conviction of the Manager or any of its principals of a felony, (iii) the bankruptcy, receivership or other proceeding of insolvency of the Manager, (iv) the taking of any action described in Section 5.4 without the required consent of the MembersRxxxx, but only after written notice and failure of Manager to cure such default within sixty (60) days of such notice, and (viv) in the case of an individual who is a Manager, the death, insanity or retirement of such individual. Except as aforesaid, the Manager may not be removed as Manager without its prior written consent. Upon the occurrence of a Disabling Event to the Manager, the Manager may be removed with the written approval of the Majority-in-Interest of the Members. (c) If a Disabling Event occurs and continues beyond the applicable cure period pursuant to Section 5.7(b), then the Manager, if also a Member, shall lose its right to vote as a Member on Company matters and any required vote or action of the Members shall be determined as if such Membership Interest were not outstanding).

Resignation or Removal of Manager. (a) The Manager manager may resign from his, her or its position as the Manager of the Company manager at any time by giving written notice of resignation to the Company and all Company. The resignation of the Members. Such resignation manager shall take effect upon the Company's receipt of such written notice or at the such later time as shall be specified in the written notice. Unless otherwise specified in the manager's written notice of resignation, or, if no time is specified, at the time acceptance of the delivery manager's resignation shall not be necessary to make it effective. (b) The manager shall be removed only for cause and only upon the affirmative consent in writing of those Investor Members holding at least 80% or more of the Percentage Interests. For purposes hereof, "cause" shall mean a final, non-appealable judgment of a court of competent jurisdiction shall have been entered against the manager on account of an act or omission constituting criminal fraud, gross negligence or willful malfeasance that has had a material adverse effect on the Company. Such removal shall be effective 30 days following written notice to the manager that the aforesaid consent has been obtained and the selection of a replacement manager has occurred; provided however if within such 30 day period, the manager cures the action or omission constituting such "cause," then the removal shall be deemed to have been vacated and the manager shall continue as the manager of the Company. . (c) If the Manager manager is also a Member, then neither the manager's resignation of nor the Manager of manager’s removal as manager (and no other act or occurrence resulting in the Company as a Manager manager ceasing to be the manager) shall not affect the Manager’s manager's rights in the Company as a Member and shall not constitute his, her or its a withdrawal of the manager as a Member. However, if such resignation violates any provision contained in this Agreement or the provision of any contractual agreement between such Manager and the Company, the Company may recover from such Manager damages for such breach as provided in this Agreement or by contract or law. (b) The Manager may be removed as Manager only upon the occurrence of any of the following (a “Disabling Event”): (i) the final adjudication by a court of competent jurisdiction of the engagement by the Manager in intentional misconduct, gross negligence or fraud, (ii) the conviction of the Manager or any of its principals of a felony, (iii) the bankruptcy, receivership or other proceeding of insolvency of the Manager, (iv) the taking of any action described in Section 5.4 without the required consent of the Members, but only after written notice and failure of Manager to cure such default within sixty (60) days of such notice, and (vi) in the case of an individual who is a Manager, the death, insanity or retirement of such individual. Except as aforesaid, the Manager may not be removed as Manager without its prior written consent. Upon the occurrence of a Disabling Event to the Manager, the Manager may be removed with the written approval of the Majority-in-Interest of the Members. (c) If a Disabling Event occurs and continues beyond the applicable cure period pursuant to Section 5.7(b), then the Manager, if also a Member, shall lose its right to vote as a Member on Company matters and any required vote or action of the Members shall be determined as if such Membership Interest were not outstanding).

Resignation or Removal of Manager. (ai) The Manager may resign from his, her or its position as the Manager of the Company at any time by giving not less than ninety (90) days’ prior written notice thereof to Owners. If Manager terminates its legal existence or is no longer capable of serving as Manager, Manager shall be deemed to have resigned without any action by Owners, except the Company and all selection of a successor. (ii) Manager may be removed by the Members. Such resignation shall take effect at affirmative vote of Owners owning a majority of the time specified remaining interest in the written notice, or, if no time is specified, at Gathering System after excluding the time of the delivery of notice to the Company. If the Manager is also a Member, then the resignation of the Manager of the Company as a Manager shall not affect Ownership Interest held by the Manager’s rights in the Company as a Member and shall not constitute his, her only for (a) material breach, material failure or inability to perform its withdrawal as a Member. However, if such resignation violates any provision contained in obligations under this Agreement or the provision of any contractual agreement between such Manager and the Company, the Company may recover from such Manager damages for such breach as provided in this Agreement or by contract or law.Agreement, (b) The Manager may be removed as Manager only upon the occurrence of any of the following (a “Disabling Event”): (i) the final adjudication by a court of competent jurisdiction of the engagement by the Manager in intentional misconduct, gross negligence or fraud, willful misconduct of Manager, (iic) Manager becomes bankrupt or insolvent or otherwise makes an assignment for the conviction benefit of creditors, (d) In the event any execution or attachment is issued against Manager pursuant to which all or a substantial part of the assets of Manager are seized or otherwise taken by a creditor or by any of its principals of a felonycustodian, (iii) the bankruptcyreceiver, receivership trustee or other proceeding legal authority, (e) dissolution, liquidation or cessation of insolvency of Manager. Such vote shall not be deemed effective until a written notice has been delivered to the Manager, (iv) the taking of any action described in Section 5.4 without Manager by one or more Owners holding the required consent of interests described above detailing the Members, but only after written notice alleged default and failure of Manager has failed to cure such the default within sixty (60) days from its receipt of such the notice. Such resignation or removal shall not become effective until 7:00 o’clock A.M. on the first day of the calendar month following the expiration of ninety (90) days after the giving of notice of resignation by Manager or action by the Owners to remove Manager, unless a successor Manager has been selected and assumes the duties of Manager at an earlier date. Manager, after effective date of resignation or removal, shall be bound by the terms hereof as an Owner. A change of corporate name or structure of Manager or transfer of Manager’s interest to any single subsidiary, parent or successor corporation shall not be the basis for removal of Manager. Any successor Manager must accept an assignment of, and (vi) in the case of an individual who is a Managerassume and agree to be bound by, the deathSES Contract Operating Agreement then in effect. Any removal, insanity substitution, or retirement replacement of such individual. Except as aforesaid, the Manager may not be removed as Manager without its prior written consent. Upon shall in no way affect the occurrence of a Disabling Event to the Manager, the Manager may be removed with the written approval continued validity of the Majority-in-Interest SES Contract Operating Agreement then in effect, nor shall it affect the continued validity of the MembersSES Gathering Agreement or any SOS SES Gathering Agreement. (c) If a Disabling Event occurs and continues beyond the applicable cure period pursuant to Section 5.7(b), then the Manager, if also a Member, shall lose its right to vote as a Member on Company matters and any required vote or action of the Members shall be determined as if such Membership Interest were not outstanding).