Common use of Resignation or Withdrawal Clause in Contracts

Resignation or Withdrawal. Any Manager of the Company may resign by giving written notice to the Board of Managers and the Member. The resignation of a Manager shall take effect upon occurrence of the foregoing or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective; provided, however, that the resignation of the Independent Manager shall not be effective until his replacement shall have been effected. So long as any obligations of the Company under any Transaction Documents are outstanding, the Member of the Company may not resign or withdraw as Member or transfer its interest in the Company, unless (i) a succeeding Member is admitted to the Company which succeeding Member shall not be an individual and who shall have executed an instrument signifying its agreement to be bound by the terms and conditions of this Agreement (which instrument may be a counterpart signature page to this Agreement) and (ii) the resigning Member shall have obtained from each rating agency rating any then outstanding securities in any securitization a confirmation that such resignation of the Member and admission of the succeeding Member will not result in a downgrade, withdrawal or qualification of any of the then outstanding securities issued in such securitization. If no such securitization is outstanding, the Member may not resign unless the requirements of clause (i) of the preceding sentence are satisfied. Any such admission of a succeeding Member shall be deemed effective immediately prior to the resignation of the resigning Member and, immediately following such resignation, the resigning Member shall cease to be the Member of the Company.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Shellpoint Mortgage Acceptance LLC), Limited Liability Company Agreement (BNP Paribas Mortgage ABS LLC), Limited Liability Company Agreement (American Home Mortgage Assets LLC)

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Resignation or Withdrawal. Any Manager Director of the Company may resign by giving written notice to the Board of Managers Directors and the Member. The resignation of a Manager Director shall take effect upon occurrence of the foregoing or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective; provided, however, that the resignation of the Independent Manager Director shall not be effective until his replacement shall have been effected. So long as any obligations of the Company under any Transaction Documents are outstanding, the Member of the Company may not resign or withdraw as Member or transfer its interest in the Company, unless (i) a succeeding Member is admitted to the Company which succeeding Member shall not be an individual and who shall have executed an instrument signifying its agreement to be bound by the terms and conditions of this Agreement (which instrument may be a counterpart signature page to this Agreement) and (ii) the resigning Member shall have obtained from each rating agency rating any then outstanding securities in any securitization such Securitization a confirmation that such resignation of the Member and admission of the succeeding Member will not result in a downgrade, withdrawal or qualification of any of the then outstanding securities issued in such securitizationSecuritization. If no such securitization Securitization is outstanding, the Member may not resign unless the requirements of clause (i) of the preceding sentence are satisfied. Any such admission of a succeeding Member shall be deemed effective immediately prior to the resignation of the resigning Member and, immediately following such resignation, the resigning Member shall cease to be the Member of the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (American Home Mortgage Securities LLC), Limited Liability Company Agreement (New Century Mortgage Securities LLC)

Resignation or Withdrawal. Any Manager of the Company may resign by giving written notice to the Board of Managers and the Member. The resignation of a Manager shall take effect upon occurrence of the foregoing or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective; provided, however, that the resignation of the Independent Manager shall not be effective until his replacement shall have been effected. So long as any obligations of the Company under any Transaction Documents are outstanding, the Member of the Company may not resign or withdraw as Member or transfer its interest in the Company, unless (i) a succeeding Member is admitted to the Company which succeeding Member shall not be an individual and who shall have executed an instrument signifying its agreement to be bound by the terms and conditions of this Agreement (which instrument may be a counterpart signature page to this Agreement) and (ii) the resigning Member shall have obtained from each rating agency rating any then outstanding securities in any securitization such Securitization a confirmation that such resignation of the Member and admission of the succeeding Member will not result in a downgrade, withdrawal or qualification of any of the then outstanding securities issued in such securitizationSecuritization. If no such securitization Securitization is outstanding, the Member may not resign unless the requirements of clause (i) of the preceding sentence are satisfied. Any such admission of a succeeding Member shall be deemed effective immediately prior to the resignation of the resigning Member and, immediately following such resignation, the resigning Member shall cease to be the Member of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Cendant Mortgage Capital LLC)

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Resignation or Withdrawal. Any Manager Director of the Company may resign by giving written notice to the Board of Managers Directors and the Member. The resignation of a Manager Director shall take effect upon occurrence of the foregoing or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective; provided, however, that the resignation of the Independent Manager Director shall not be effective until his replacement shall have been effected. So long as any obligations of the Company under any Transaction Documents are outstanding, the Member of the Company may not resign or withdraw as Member or transfer its interest in the Company, unless (i) a succeeding Member is admitted to the Company which succeeding Member shall not be an individual and who shall have executed an instrument signifying its agreement to be bound by the terms and conditions of this Agreement (which instrument may be a counterpart signature page to this Agreement) and (ii) the resigning Member shall have obtained from each rating agency rating any then outstanding securities in any such securitization a confirmation that such resignation of the Member and admission of the succeeding Member will not result in a downgrade, withdrawal or qualification of any of the then outstanding securities issued in such securitization. If no such securitization is outstanding, the Member may not resign unless the requirements of clause (i) of the preceding sentence are satisfied. Any such admission of a succeeding Member shall be deemed effective immediately prior to the resignation of the resigning Member and, immediately following such resignation, the resigning Member shall cease to be the Member of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (National City Mortgage Capital LLC)

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