Common use of Resignation by Manager Clause in Contracts

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 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.

Appears in 1 contract

Sources: Railcar Management Agreement (American Railcar Industries, Inc.)

Resignation by Manager. ARL 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.

Appears in 1 contract

Sources: Railcar Management Agreement (American Railcar Industries, Inc.)