Common use of RESIGNATION OR TERMINATION OF MANAGER Clause in Contracts

RESIGNATION OR TERMINATION OF MANAGER. Ashford Inc. shall not, by any means, resign as, cease to be or be replaced as Manager except in compliance with this Section 6.10. No termination or replacement of Ashford Inc. as Manager shall be effective unless proper provision is made, in compliance with this Agreement, so that the obligations of Ashford Inc., its successor (if applicable) and any new Manager and the rights of all Members under this Agreement and applicable law remain in full force and effect. No appointment of a Person other than Ashford Inc. (or its successor, as applicable) as Manager shall be effective unless Ashford Inc. (or its successor, as applicable) and the new Manager (as applicable) provide all other Members with contractual rights, directly enforceable by such other Members against Ashford Inc. (or its successor, as applicable) and the new Manager (as applicable), to cause (a) Ashford Inc. to comply with all Ashford Inc.’s obligations under this Agreement other than those that must necessarily be taken in its capacity as Manager and (b) the new Manager to comply with all the Manager’s obligations under this Agreement. Ashford Inc. may appoint a new Person as Manager, subject to the provisions of this Section 6.10. If Ashford Inc. ceases to be the Manager and fails to appoint a new manager, then notwithstanding Section 7.1(a) nor Section 7.2(a), Members holding more than fifty percent (50%) of the Common Percentage Interests of all Members shall promptly appoint a new Person as Manager.

RESIGNATION OR TERMINATION OF MANAGER. Ashford OAINC Inc. shall not, by any means, resign as, cease to be or be replaced as Manager except in compliance with this Section 6.10. No termination or replacement of Ashford OAINC Inc. as Manager shall be effective unless proper provision is made, in compliance with this Agreement, so that the obligations of Ashford OAINC Inc., its successor (if applicable) and any new Manager and the rights of all Members under this Agreement and applicable law remain in full force and effect. No appointment of a Person other than Ashford OAINC Inc. (or its successor, as applicable) as Manager shall be effective unless Ashford OAINC Inc., Ashford OAINC II Inc. or Ashford Inc. (or its successor, as applicable) and the new Manager (as applicable) provide all other Members with contractual rights, directly enforceable by such other Members against Ashford OAINC Inc., Ashford OAINC II Inc. or Ashford Inc. (or its successor, as applicable) and the new Manager (as applicable), to cause (a) Ashford OAINC Inc. to comply with all Ashford OAINC Inc.’s obligations under this Agreement other than those that must necessarily be taken in its capacity as Manager and (b) the new Manager to comply with all the Manager’s obligations under this Agreement. Ashford OAINC Inc. may appoint a new Person as Manager, subject to the provisions of this Section 6.10. If Ashford OAINC Inc. ceases to be the Manager Manager, Ashford Inc. or Ashford OAINC II Inc. may do so and fails if such entities fail to appoint a new manager, then notwithstanding Section 7.1(a) nor Section 7.2(a), Members holding more than fifty percent (50%) of the Common Percentage Interests of all Members shall promptly appoint a new Person as Manager.