Manager Right to Direct Payments; Removal of Manager Clause Samples

The "Manager Right to Direct Payments; Removal of Manager" clause grants the manager the authority to instruct third parties or financial institutions on how payments related to the managed entity should be made, typically allowing the manager to control the flow of funds. In practice, this means the manager can direct rent, fees, or other revenues to specific accounts or parties as needed for the operation of the business. Additionally, the clause outlines the circumstances and procedures under which the manager can be removed from their position, such as for cause or by a vote of stakeholders. This clause ensures operational control for the manager while also providing a clear mechanism for their replacement if necessary, balancing managerial authority with accountability.
Manager Right to Direct Payments; Removal of Manager. Subject to the foregoing requirements (and to all limitations on payments to the Manager, and rights of the Initial Member, as set forth in each of the Transaction Documents), the Manager may, by delivery of written notice to the Paying Agent (with a copy to the Initial Member) direct payment of all or any portion of the Interim Management Fee and the Management Fee to the Servicer if, and only for so long as, (i) there shall not have occurred and be continuing any Event of Default, or any Insolvency Event with respect to the Servicer, (ii) such Servicer is and remains an Affiliate of the Manager, (iii) such assignment is on fair terms and would not result in the Private Owner being in violation of any of its obligations under the Transaction Documents (including the obligation to be and remain a Special Purpose Entity), and (iv) such Servicer has no right (and expressly disclaims any such right) to enforce against the Paying Agent or the Company (or any Person other than the Manager) any such right granted by the Manager for the Servicer to so receive such payment of all or any portion of the Interim Management Fee or the Management Fee. Notwithstanding the foregoing, in the event the Manager is removed and replaced by the Initial Member in accordance with Section 12.4 above, the Management Fee and Interim Management Fee will thereafter be payable to the Initial Member or successor Manager, as determined by the Initial Member pursuant to such Section 12.4.
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Related to Manager Right to Direct Payments; Removal of Manager

  • Removal of Manager Upon an Event of Default (and so long as the Private Owner is then the Manager), the Initial Member may remove the Private Owner as the Manager and appoint a successor Manager in the sole discretion of the Initial Member in accordance with Section 12.4, whereupon such successor Manager shall immediately succeed to all, or such portion as the Initial Member and successor Manager agree, of the rights, powers, duties and obligations of the “Manager” hereunder, and the predecessor Manager shall promptly take such actions as may be reasonably requested by the Initial Member to facilitate the transition to such successor Manager.

  • Removal of Managers Unless otherwise restricted by law, any Manager or the entire Board may be removed or expelled, with or without cause, at any time by the Member, and any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • Retention of Records, Right to Monitor and Audit (a) CONTRACTOR shall maintain all required records for three (3) years after the COUNTY makes final payment and all other pending matters are closed, and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California.

  • OIG Removal of IRO In the event OIG has reason to believe the IRO does not possess the qualifications described in Paragraph B, is not independent and objective as set forth in Paragraph E, or has failed to carry out its responsibilities as described in Paragraph C, OIG shall notify Practitioner in writing regarding OIG’s basis for determining that the IRO has not met the requirements of this Appendix. Practitioner shall have 30 days from the date of OIG’s written notice to provide information regarding the IRO’s qualifications, independence or performance of its responsibilities in order to resolve the concerns identified by OIG. If, following OIG’s review of any information provided by Practitioner regarding its IRO, OIG determines that the IRO has not met the requirements of this Appendix, OIG shall notify Practitioner in writing that Practitioner shall be required to engage a new IRO in accordance with Paragraph A of this Appendix. Practitioner must engage a new IRO within 60 days of receipt of OIG’s written notice. The final determination as to whether or not to require Practitioner to engage a new IRO shall be made at the sole discretion of OIG.

  • Resignation and Removal of the Depositary The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, to become effective upon the later of (i) the 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor and shall deliver to such successor a list of the Owners of all outstanding American Depositary Shares. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.