Resignation and Removal of the Manager Clause Samples

Resignation and Removal of the Manager. Resignation by the Manager.......................................28 Section 10.2 Removal of the Manager...........................................28 Section 10.3

Resignation and Removal of the Manager. 4.3.1 The Manager may resign as Manager of the Fund and terminate this Agreement in its respect by means of the provision of a written notification to the Legal Owner, the Depositary and the Administrator no later than six (6) months before the envisaged Effective Date of Removal. 4.3.2 The Manager may resign as Manager of the Fund and by written deed transfer all of its rights, interests and obligations as Manager under the terms of this Agreement to an Affiliate by means of the provision of a written notification to the Legal Owner, the Depositary and the Administrator and all Investors (who by becoming party to this Agreement are deemed to have approved such transfer and rendered their cooperation to such transfer under the conditions set forth in this Clause) at least two (2) months before the envisaged Effective Date of Removal. 4.3.3 The Manager shall resign as Manager of the Fund upon its bankruptcy (faillissement) or dissolution (ontbinding) or upon the Manager having been granted suspension of payments (surséance van betaling). 4.3.4 The Manager can be removed as manager (beheerder) of the Fund pursuant to a resolution of Investors adopted with a majority representing more than fifty percent (50%) in Interest in the event of actions or omissions of the Manager which the Manager acknowledges to constitute or are determined by a court of competent jurisdiction by order of final adjudication to constitute a culpable material breach (toerekenbare materiële tekortkoming) of this Agreement or gross negligence (grove onzorgvuldigheid) or fraud (fraude) in respect of activities performed in respect of the Fund, provided that where such culpable material breach of agreements, gross negligence or fraud by a managing director or (other) employee of the Manager is de jure to be qualified as such act (or omission) of the Manager, the ground for removal shall be deemed cured if within twenty (20) Business Days after the Manager became aware of such act or omission (i) such managing director or employee is removed from office, and (ii) the Manager compensated the Fund for any losses and damages caused by such act or omission. 4.3.5 The Manager may at any time be removed without cause (i.e. without the occurrence of any of the circumstances described in Clause 4.3.4) as the manager (beheerder) of the Fund by resolution of Investors representing more than eighty percent (80%) in Interest. 4.3.6 In case of resignation or removal of the Manager, any rights and oblig...

Resignation and Removal of the Manager. The Manager shall serve at the will and pleasure of the Members, subject to the terms of any written agreement executed by the Manager and the Company which is approved by the holders of a majority of the Membership Interests. The Manager may resign by delivering a written resignation to the Members upon not less than fourteen (14) days notice, and such resignation shall be effective 14 days after receipt thereby or at a subsequent time as set forth in the notice of resignation. The Manager may be removed from office at any time with or without cause as provided in Section 2.06, and the Members shall designate a successor Manager by a vote of the Members in proportion to each Member's Membership Interest.

Resignation and Removal of the Manager