Last Manager Clause Samples
The "Last Manager" clause designates the final individual or entity responsible for managing or overseeing a particular process, project, or asset when previous managers are no longer available or have stepped down. In practice, this clause typically identifies a successor or default manager to ensure continuity, such as appointing the last remaining partner in a partnership to handle winding up affairs. Its core function is to prevent ambiguity or disputes over management responsibilities in transitional or concluding phases, thereby ensuring smooth operations and clear authority when other managers are absent.
Last Manager. Notwithstanding anything express or implied in this Agreement to the contrary, upon the occurrence of a Disabling Event to the last remaining Manager, the Fund shall be dissolved and wound up as provided in Section 12.2, unless within ninety (90) days of such Disabling Event, Members holding at least seventy-five percent of the issued and outstanding Units, consent in writing to the reconstitution and continuation of the operations of the Fund and their election, effective as of the date of the Disabling Event, of one or more successor Managers. Equity Program Operating Agreement 29
Last Manager. Notwithstanding anything express or implied in this Agreement to the contrary, upon the occurrence of a Disabling Event to the last remaining Manager, the Company shall be dissolved and wound up as provided in Section 12.2, unless within ninety (90) days of such Disabling Event, Members holding at least seventy-five percent of the issued and outstanding Units, consent in writing to the reconstitution and continuation of the operations of the Company and their election, effective as of the date of the Disabling Event, of one or more successor Managers.