Common use of Independent Manager Clause in Contracts

Independent Manager. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Member. The initial Independent Manager appointed by the Member is Xxxxxxxx Xxxxxx. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Action. Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to the fullest extent permitted by law, no resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the third sentence of this Section 10, in exercising its rights and performing its duties under this Agreement, the Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. The Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Manager. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at a least one (1) Independent Manager who will be appointed by the Member. The initial All right, power and authority of the Independent Manager appointed by shall be limited to the Member is Xxxxxxxx Xxxxxxextent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Action. Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, matters referred to the fullest extent permitted by law, no resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by in Section 5(c9(b). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the third sentence of this Section 10preceding sentence, in exercising its rights and performing its duties under this Agreement, the Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. The No Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company. No resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have accepted his or her appointment by a written instrument, which may be a counterpart signature page to this Agreement. In the event of death, incapacity or other termination of the Independent Manager, the Company shall appoint a successor Independent Manager within ten (10) days. At such time as all Obligations of the Company have been paid in full, any provision of Section 9(b) or otherwise herein requiring the consent of the Independent Manager shall no longer be effective.

Independent Manager. As long as any Obligation is outstandingNotwithstanding the foregoing or anything to the contrary contained herein, the Member shall cause the Company at all times to from and after the date of execution of this Agreement, the Company shall have at least one Independent Manager who will be appointed by the Member. The initial Independent Manager appointed by the Member is Xxxxxxxx XxxxxxManager. To the fullest extent permitted by law, including Section 18-1101(c18‑1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 4.1(b). Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any Material Action. Unless otherwise restricted by lawgroup of Affiliates of which the Company is a part), the Independent Manager may resign, with or without cause, at Managers shall not have any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by fiduciary duties to the Member, any Officer or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and any vacancy caused by any such removal may be filled by action of the Memberfair dealing. Notwithstanding the foregoing, to To the fullest extent permitted by law, no resignation or removal including Section 18-1101(e) of the Independent ManagerAct, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an the Independent Manager by a written instrument, which may shall not be a counterpart signature page liable to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent ManagerCompany, the Member shallor any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. An Independent Manager is hereby designated as soon as practicable, appoint a successor Independent Manager"manager" within the meaning of Section 18-101(12) of the Act. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the third sentence of this Section 10, in exercising its rights Agreement and performing its duties under this Agreement, the Independent Manager shall otherwise have a fiduciary duty no authority to bind the Company. Notwithstanding any other provision of loyalty this Agreement to the contrary, the Independent Manager, in its capacity as an Independent Manager, may only act, vote or otherwise participate in those matters referred to in Section 4.1(b) or as otherwise specifically required by this Agreement. No resignation or removal of an Independent Manager, and care similar to that no appointment of a director of successor Independent Manager, shall be effective until such successor shall have accepted his or her appointment as an Independent Manager by a business corporation organized under written instrument, which may be a counterpart signature page to the General Corporation Law of Management Agreement. Upon the State of Delawareresignation, death or other event whereby the Independent Manager ceases to be a manager or independent from the Company, a new Independent Manager shall be promptly appointed. The Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of execute and deliver the CompanyManagement Agreement. The initial Independent Manager is [INDEPENDENT MANAGER].

Independent Manager. As long as any Obligation is outstandingUntil Preferred Member has received payment in full of the Redemption Amount, the Member shall cause the Company at all times to shall have at least one Independent Manager who will be appointed by Common Member with the Approval of Preferred Member. The initial Independent Manager appointed by the Member is Xxxxxxxx Xxxxxx. To the fullest extent permitted by law, including Section 18-1101(c) of the LLC Act, and notwithstanding any other duty existing at law or in equity, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Actionthe matters referred to in Section 4.1(a). Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to To the fullest extent permitted by law, no including Section 18-1101(e) of the Act, the Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of the an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed executing a counterpart to this Agreement as required by Section 5(c)Agreement. In the event of a vacancy in the position of Independent Manager, the Common Member shall, as soon as practicable, shall appoint a successor Independent ManagerManager with the Approval of Preferred Member. All rightrights, power powers and authority of the an Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the third sentence of this Section 10, in exercising its rights and performing its duties under this Agreement, the No Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. The Independent Manager shall not at any time serve as trustee in a bankruptcy for any Affiliate of the Company. Each Independent Manager is hereby designated as a “manager” within the meaning of Section 18-101(12) of the Act.

Independent Manager. As long as any Obligation or Security is outstanding, the Member Manager shall cause the Company at all times to have at least one (1) Independent Manager who will be appointed by the Member. The initial Independent Manager appointed by the Member is Xxxxxxxx XxxxxxManager. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Actionthe matters referred to in Section 9(e). Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to the fullest extent permitted by law, no No resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such the successor (i) Independent Manager shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in death, incapacity or other termination of the position of Independent Manager, the Member shall, as soon as practicable, Company shall appoint a successor Independent ManagerManager within ten (10) days. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the third second sentence of this Section 10, in exercising its rights and performing its duties under this Agreement, the any Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. The No Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company. At such time as all Obligations of the Company have been paid and performed in full and all Securities are no longer outstanding, any provision of Section 9(e) or otherwise herein requiring the consent of the Independent Manager shall no longer be effective.

Independent Manager. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Member. The initial Independent Manager appointed by the Member is Xxxxxxxx Xxxxxx. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, and the Member in acting or otherwise voting on any Material Actionthe matters referred to in Section 9(j)(iii). Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to the fullest extent permitted by law, no No resignation or removal of the an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Sections 5(c), 9(d), 9(i)(ii), 9(j)(iii), 10 and 29 of this Agreement. Except as provided in the third second sentence of this Section 10, in exercising its his or her rights and performing its his or her duties under this Agreement, the any Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. The No Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Manager. As long as any Obligation is outstanding, the Member Board shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Member. The initial Independent Manager appointed by the Member is Xxxxxxxx XxxxxxBoard. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, it is intended that the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Actionthe matters referred to in Section 8.4. Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to the fullest extent permitted by law, no No resignation or removal of the an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c)7.3. In the event of a vacancy in the position of Independent Manager, the Member Board shall, as soon as practicable, appoint a successor Independent Manager. All The Independent Manager is a “Manager” of the Company within the meaning of the Act; provided, however, all right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise only those rights and perform those duties specifically set forth in this Agreement. Except as provided in the third second sentence of this Section 108.3, in exercising its their rights and performing its their duties under this Agreement, the any Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. The No Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company. The initial Independent Manager of the Company is Xxxxxxx Xxxxxxxx.

Independent Manager. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Member. The initial Independent Manager appointed by the Member is Xxxxxxxx Xxxxxx. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Actionthe matters referred to in Section 9(d)(iii). Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to the fullest extent permitted by law, no No resignation or removal of the an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. Except for duties to the Company as set forth in the second sentence of this Section, the Independent Manager shall not have any fiduciary duties to the Member, or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this AgreementAgreement and the Independent Manger shall otherwise have no authority to bind the Company. Except as provided in the third sentence of this Section 10, in exercising its rights and performing its duties under this Agreement, the No Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. The Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company. The Independent Manager is hereby designated as a “manager” of the Company within the meaning of Section 18-101(1) of the Act.

Independent Manager. As long as any Secured Obligation is outstanding, the Member shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Member. The initial Independent Manager appointed by the Member is Xxxxxxxx Xxxxxx. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including Company and its respective creditors, creditors in acting or otherwise voting on any Material Action. Unless otherwise restricted by law, matters subject to the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action vote of the MemberBoard of Managers, including those matters referred to in Sections 10(j)(iii) and (iv). Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at As long as any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to the fullest extent permitted by lawSecured Obligation is outstanding, no resignation or removal of the an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such the successor (i) Independent Manager shall have accepted his or her its appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the third second sentence of this Section 1011, in exercising its his or her rights and performing its his or her duties under this Agreement, the Independent Manager shall have a fiduciary duty of loyalty and care to the Company and its creditors similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. The Except as provided in this Agreement, an Independent Manager shall not at bind the Company. The Member shall provide not less than ten (10) days’ prior written notice to the Company of the replacement or appointment of any time Manager that is to serve as trustee an Independent Manager for purposes of this Agreement. As a condition to the effectiveness of any such replacement or appointment, the Member shall certify to the Company that the designated Person satisfied the criteria set forth in bankruptcy for any Affiliate the definition of “Independent Manager” and the CompanyBoard shall acknowledge in writing, that in the Board’s reasonable judgment, the designated Person satisfies the criteria set forth in the definition of “Independent Manager.”

Independent Manager. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Member. The initial Independent Manager appointed by the Member is Xxxxxxxx X. Xxxxxx. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Action. Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to the fullest extent permitted by law, no resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c5(d). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the third sentence of this Section 10, in exercising its rights and performing its duties under this Agreement, the Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. The Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Manager. As long as any Obligation is outstanding, the Member shall cause the Company at At all times to have at least one member of the Board of Managers shall be an Independent Manager who will be appointed by the Member. The initial All right, power and authority of the Independent Manager appointed by shall be limited to the Member is Xxxxxxxx Xxxxxxextent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Action. Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, matters referred to the fullest extent permitted by law, no resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by in Section 5(c9(b). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the third sentence of this Section 10preceding sentence, in exercising its rights and performing its duties under this Agreement, the Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. The No Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company.. No resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have accepted his or her appointment by a written instrument, which may be a counterpart signature page to this Agreement. In the event of death, incapacity or other termination of the Independent Manager, the Company shall appoint a successor Independent Manager within ten (10) days. At such time as all Obligations of the Company have been paid in full, any provision of Section 9(b) or otherwise herein requiring the consent of the Independent Manager shall no longer be effective. The Independent Manager is hereby designated as a “manager” within the meaning of the Act. The Independent Manager shall take into account the reduction or withdrawal of the rating of any outstanding securities issued as contemplated by any of Basic Documents in the course of making any determination pursuant to this Agreement. The Independent Manager hereby consents to the filing of the Certificate of Formation substantially in the form annexed hereto as Exhibit A.