Common use of Successor Manager Clause in Contracts

Successor Manager. If NSM is removed as the Manager pursuant to Section 6.2(a), the management of the Company shall be transferred to a successor Manager, which shall (i) be, if then required in order for the License Company and its Subsidiaries to retain the Auction Benefits, a Qualified Person, *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. provided that NSM shall in no way be liable to the Company or to any other Member for the failure of any successor Manager to be a Qualified Person, and (ii) be subject to the prior approval of American II. NSM (or, if it fails to do so, the other Members by affirmative vote of a majority of Percentage Interests not held by NSM) shall designate the successor Manager as soon as reasonably practicable, but in any event no later than *** after notice from any other Member that one or more of the events specified in Section 6.2(a) has occurred. NSM shall continue to act as Manager until the successor Manager assumes the management of the Company. NSM shall take whatever steps are commercially reasonable to assist the successor Manager in assuming the management of the Company including transferring to the successor Manager all historical financial, tax, accounting and other data and records in the possession of NSM, and giving such consents, assigning such permits and executing such instruments as may be necessary to vest in the successor Manager those rights that were necessary for NSM to perform its obligations.

Successor Manager. If NSM In the event that CTC is removed as the Manager pursuant to Section 6.2(a), the management of the Company shall be transferred to a successor Manager, which shall (i) be, if then required in order for the License Company and its Subsidiaries to retain the Auction Benefits, a Qualified Person, *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. provided that NSM shall in no way be liable to the Company or to any other Member for the failure of any successor Manager to (ii) not be a Qualified Person, competitor or an Affiliate of a competitor of AWS or its Affiliates and (iiiii) be subject to the prior approval of American IIAWS, which approval shall not be unreasonably withheld. NSM CTC (or, if it fails to do so, the other Members by affirmative vote of a majority of Percentage Interests not held by NSMCTC) shall designate the successor Manager as soon as reasonably practicable, but in any event no later than *** within five business days after notice from any other Member that one or more of the events specified in Section 6.2(a) has occurred. NSM shall continue to act as Manager until the successor Manager assumes the management of the Company. NSM CTC shall take whatever steps are commercially reasonable to assist the successor Manager in assuming the management of the Company including including, without limitation, transferring to the successor Manager all historical financial, tax, accounting and other data and records in the possession of NSMCTC, and giving such consents, assigning such permits and executing such instruments as may be necessary to vest in the successor Manager those rights that were necessary for NSM CTC to perform its obligations. The parties acknowledge and agree that, in order to attract and retain an appropriate successor Manager, the holders of a majority of the Percentage Interests not held by CTC may determine to cause the Company to issue Interests (or otherwise grant an equity interest or the equivalent) to such successor Manager, and that any such issuance or grant will be dilutive to the Members including CTC.

Successor Manager. If NSM In the event that CTC is removed as the Manager pursuant to Section 6.2(a), the management of the Company shall be transferred to a successor Manager, which shall (i) be, if then required in order for the License Company and its Subsidiaries to retain the Auction Benefits, a Qualified Person, *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. provided that NSM shall in no way be liable to the Company or to any other Member for the failure of any successor Manager to be a Qualified Person, and (ii) be subject to the prior approval of American IIAWS, which approval shall not be unreasonably withheld. NSM CTC (or, if it fails to do so, the other Members by affirmative vote of a majority of Percentage Interests not held by NSMCTC) shall designate the successor Manager as soon as reasonably practicable, but in any event no later than *** 30 days after notice from any other Member that one or more of the events specified in Section 6.2(a) has occurred. NSM CTC shall continue to act as Manager until the successor Successor Manager assumes the management of the Company. NSM CTC shall take whatever steps are commercially reasonable to assist the successor Manager in assuming the management of the Company including including, without limitation, transferring to the successor Manager all historical financial, tax, accounting and other data and records in the possession of NSMCTC, and giving such consents, assigning such permits and executing such instruments as may be necessary to vest in the successor Manager those rights that were necessary for NSM CTC to perform its obligations. The parties acknowledge and agree that, in order to attract and retain an appropriate successor Manager, the holders of a majority of the Percentage Interests not held by CTC may determine to cause the Company to issue Interests (or otherwise grant an equity interest or the equivalent) to such successor Manager, and that any such issuance or grant will be dilutive to the Members including CTC.

Successor Manager. If NSM is removed as the Manager pursuant to Section 6.2(a), the management of the Company shall be transferred to a successor Manager, which shall (i) be, if then required in order for the License Company and its Subsidiaries to retain the Auction Benefits, a Qualified Person, *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. provided that NSM shall in no way be liable to the Company or to any other Member for the failure of any successor Manager to be a Qualified Person, and (ii) be subject to the prior approval of American II. NSM (or, if it fails to do so, the other Members by affirmative vote of a majority of Percentage Interests Class B Percentages not held by NSM) shall designate the successor Manager as soon as reasonably practicable, but in any event no later than *** thirty (30) days after notice from any other Member that one or more of the events specified in Section 6.2(a) has occurred. NSM shall continue to act as Manager until the successor Manager assumes the management of the Company. NSM shall take whatever steps are commercially reasonable to assist the successor Manager in assuming the management of the Company including transferring to the successor Manager all historical financial, tax, accounting and other data and records in the possession of NSM, and giving such consents, assigning such permits and executing such instruments as may be necessary to vest in the successor Manager those rights that were necessary for NSM to perform its obligations. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act.