Common use of Right to Remove Clause in Contracts

Right to Remove. Upon the occurrence of cause (defined below): (i) Removing Member shall have the right to appoint, and cause the admission to the Company of, a new Manager and to determine such new Manager's economic interest (if any) in the Company; provided, however, that (i) such new Manager shall have the appropriate knowledge and experience necessary for the management, development and construction with respect to the Property and (ii) the fees and distributions to such new Manager shall not be in excess of the fees and distributions provided to a manager of a construction and development project similar to the construction and development project with respect to the Property at such time. (ii) Removing Member shall have the further right after admission of a new Manager pursuant to clause (i), to cause the removal of the Manager and the termination of any agreement under which any Fees are paid or any property or asset management agreements, servicing agreements, construction management agreements, development agreements and other services agreements between the Company or any Subsidiary and the removed Manager or any of its Affiliates, in each case without any termination fee or penalty. (iii) Removing Member shall exercise the rights set forth in this Section 8.10(a) by giving Notice thereof (a "Termination Notice") to the Manager. Any removal of the Manager pursuant to this Section 8.10(a) shall be effective as of the date (the "Removal Date") which is 5 days after the date of the Termination Notice or, if later, the date on which all third-party consents (if any) required for such removal (and which have been documented in written agreements that have been expressly approved by Removing Member in writing) are obtained and the new Manager has been admitted to the Company. Nothing in this Section 8.10(a)(iii) shall require the consent of the non-Removing Member or any Affiliate thereof. (iv) Upon the appointment of a successor Manager and the removal of the Manager, as provided in this Section 8.10(a), this Agreement shall be amended to the extent necessary to reflect such appointment and removal, and a Certificate of Amendment to the Certificate shall be filed in accordance with the Act. The Manager and the other Members agree to execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent of this Section 8.10(a), including without limitation effectuating the admission to the Company of any new Manager appointed by Removing Member hereunder, but the failure to do so shall not influence the effectiveness of the removal. (v) The Removing Member shall use commercially reasonable efforts to cause the principals of the removed Manager to be prospectively released from any Guaranty under any loan as of the date of such foreclosure; provided that in the event that Removing Member is unsuccessful in obtaining such release, the principals affiliated with Removing Member shall fully indemnify, defend and hold harmless the principals affiliated with removed Manager for any liability under the guaranties attributable to claims arising on or after the Removal Date.

Right to Remove. Upon By mutual agreement of each of the occurrence of cause (defined below): (i) Removing Member Members, the --------------- Members shall have the right right: (a) to appoint, and (if desired) cause the admission to the Company of, a one or more new Manager Managers, and to determine such new Manager's or Managers' economic interest (if any) in the Company, if any; provided, however, that (i) such new Manager shall have the appropriate knowledge and experience necessary for the managementManager's or Managers' economic interest, development and construction with respect to the Property and (ii) the fees and distributions to such new Manager if any, shall not be in excess reduce the interests of the fees and distributions provided Members in the Company other than in a manner proportionate to a manager of a construction and development project similar to the construction and development project with respect to the Property at such time.their respective Interests; and (iib) Removing Member shall have the further right after admission of a one or more new Manager Managers pursuant to clause (ia), to ---------- cause the removal of one or more of the Manager and the termination of any agreement under which any Fees are paid or any property or asset management agreements, servicing agreements, construction management agreements, development agreements and other services agreements between the Company or any Subsidiary and the removed Manager or any of its Affiliates, in each case without any termination fee or penaltyManagers. (iii) Removing Member .8.1 in good faith based upon such Manager's gross negligence or willful ------ misconduct of such manager. In no event shall the Members exercise the rights removal right set forth in this Section 8.10(a) 13.8.1 solely to cause a reduction in such -------------- manager's economic interest in the Company or amounts distributable under Section 13.7 hereof. The Members shall exercise such rights by giving Notice notice ------------ thereof (a "Termination Notice") to the subject Manager. Any removal of the a Manager pursuant to this Section 8.10(a) 13.8.1 shall be effective as of the date (the -------------- "Removal Date") which is 5 thirty (30) days after the date of the Termination Notice or, if later, the date on which all third-party consents (if any) required for such removal (and which have been documented in written agreements that have been expressly approved by Removing Member in writing) are obtained and the new Manager has been admitted to the Company. Nothing in this Section 8.10(a)(iii) shall require the consent of the non-Removing Member or any Affiliate thereof. (iv) Upon the appointment of a successor Manager and the removal of the Manager, as provided in this Section 8.10(a), this Agreement shall be amended to appointed by the extent necessary to reflect such appointment Members and any Manager which is not then the subject of removal, and a Certificate of Amendment to the Certificate shall be filed in accordance with the Acthas accepted such appointment. The Manager and the other Members agree agrees to execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent of this Section 8.10(a)13.8.1, including without limitation -------------- effectuating the admission to the Company appointment of any new Manager appointed by Removing Member hereunder, but the failure to do so shall not influence the effectiveness of the removalManager. (v) The Removing Member shall use commercially reasonable efforts to cause the principals of the removed Manager to be prospectively released from any Guaranty under any loan as of the date of such foreclosure; provided that in the event that Removing Member is unsuccessful in obtaining such release, the principals affiliated with Removing Member shall fully indemnify, defend and hold harmless the principals affiliated with removed Manager for any liability under the guaranties attributable to claims arising on or after the Removal Date.