Resignation by Manager. Unless and until the Loan Agreement has terminated in accordance with its terms and all loans thereunder have been paid in full, the Manager shall not resign from the obligations and duties hereby imposed on it hereunder except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law. Any such determination under clause (d)(i) above permitting the resignation of the Manager shall be evidenced by an opinion of counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Owner Representative. From and after the date on which the Loan Agreement has terminated in accordance with its terms and all loans thereunder have been paid in full, the Manager shall have the right in its sole and absolute discretion, upon 30 days' prior written notice to the Owner Representative, to resign from the obligations and duties hereby imposed on it. This Agreement shall terminate on the effective date of any resignation of the Manager permitted under this paragraph (d).
Resignation by Manager. Unless and until the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfied, the Manager shall not resign from the obligations and duties hereby imposed on it hereunder except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law. Any such determination under clause (d)(i) above permitting the resignation of the Manager shall be evidenced by an Opinion of Counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Issuer, the Servicer, the Indenture Trustee and the Backup Manager. From and after the date on which the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfied, the Manager shall have the right in its sole and absolute discretion, upon thirty (30) days prior written notice to the Issuer, the Indenture Trustee, the Backup Manager and the Servicer, to resign at any time from the obligations and duties hereby imposed on it. This Agreement shall terminate with respect to the resigning Manager on the effective date of any resignation of the Manager permitted under this paragraph (d).
Resignation by Manager. The Manager may not resign from its obligations and duties as Manager hereunder, except (i) with the prior written consent of Owner and the Requisite Global Majority or (ii) upon a determination by the Manager that the performance by Manager of its duties under this Agreement is no longer permissible under Applicable Law, which determination shall be evidenced by an Opinion of Counsel, in form and substance reasonably satisfactory to Owner and the Requisite Global Majority, to such effect delivered to the Indenture Trustee, the Administrative Agent and each Series Enhancer. No such resignation shall, to the extent consistent with Applicable Law, become effective until a replacement Manager has assumed the responsibilities of the resigning Manager in accordance with the terms of this Agreement, Section 405 of the Indenture and the other Transaction Documents.
Resignation by Manager. ARI may not resign from its obligations and duties as Manager hereunder, except (a) with the prior written consent of Owner and the Indenture Trustee (acting at the direction of the Requisite Majority) or (b) upon a determination that Manager’s performance of such duties is no longer permissible under applicable law. Any such determination permitting the resignation of Manager pursuant to clause (b) above shall be evidenced by an opinion of independent counsel, in form and substance reasonably satisfactory to Owner and the Indenture Trustee (acting at the direction of the Requisite Majority), to such effect delivered to Owner. No such resignation will become effective until a Successor Manager (as defined in and appointed in accordance with the provisions in Section 13.2) has assumed the resigning Manager’s obligations and duties under this Agreement in accordance with the terms hereof.
Resignation by Manager. Neither UCI nor any successor Manager may resign from its obligations and duties as the Manager hereunder, except (i) with the prior written consent of the Requisite Global Majority or (ii) upon a determination that the performance by UCI or any successor Manager, as the case may be, of its duties under this Agreement is no longer permissible under Applicable Law, which determination shall be evidenced by an Opinion of Counsel, in form and substance reasonably satisfactory to the Requisite Global Majority, to such effect addressed and delivered to the Indenture Trustee (on behalf of the Noteholders, each Series Enhancer and the other Persons specified in the Indenture), the Issuer and each Series Enhancer. No such resignation will become effective until a Replacement Manager has assumed the obligations and duties of the Manager under this Agreement in accordance with the terms hereof.
Resignation by Manager. The Manager may not resign from its obligations and duties as the Manager hereunder, except (i) with the prior written consent of the Owner and the Control Party or (ii) upon a determination by the Manager that the performance by the Manager of its duties under this Agreement is no longer permissible under applicable law, which determination shall be evidenced by an Opinion of Counsel, in form and substance reasonably satisfactory to the Owner and the Control Party, to such effect delivered to the Indenture Trustee, the Administrative Agent and the Lead Arrangers. No such resignation shall, to the extent consistent with applicable law, become effective until a replacement the Manager has assumed the responsibilities of the resigning Manager in accordance with the terms of this Agreement, Section 405 of the Indenture and the other Transaction Documents.
Resignation by Manager. During the term, the Manager may resign from his employment with the Town by notice of resignation to the Chair of the Board . The Manager shall provide at least ninety (90) days notice prior to the effective date of the resignation. In the event of resignation, the Manager shall not be entitled to receive the severance pay provided for in Section 6 of this Agreement.
Resignation by Manager. 8 Section 3.3 Termination with Respect to an Owner Car Suffering a Casualty Occurrence. ................... 8 SECTION 4. OWNERSHIP AND MARKING OF THE OWNER CARS. .................. 8 Section 4.1
Resignation by Manager. ARL may not resign from its obligations and duties as Manager hereunder, except (a) with the prior written consent of Owner and the Agent as secured party for the benefit of the Lenders under the Loan Agreement or (b) upon a determination that Manager’s performance of such duties is no longer permissible under applicable law. Any such determination permitting the resignation of Manager pursuant to clause (b) above shall be evidenced by an opinion of independent counsel, in form and substance reasonably satisfactory to Owner and the Agent, to such effect delivered to Owner and the Agent. No such resignation will become effective until a Successor Manager (as defined in and appointed in accordance with the provisions in Section 13.2(a)) has assumed servicing obligations and duties under this Agreement in accordance with the terms hereof.
Resignation by Manager. The City will pay Manager a lump sum cash payment for all salary earned through the last date that Manager works, or his resignation date, which is later, accrued but unused vacation and sick/personal leave days (the same as general employees), and other benefits that were accrued but unused as of the last day of active employment.
