Removal Event Clause Samples

A Removal Event clause defines the specific circumstances under which a party, typically an employee or contractor, may be removed from their position or role within an agreement. This clause outlines the triggers for removal, such as misconduct, failure to perform duties, or breach of contract, and may detail the process for notification and replacement. Its core practical function is to provide a clear mechanism for addressing situations where continued involvement of a particular individual is no longer appropriate, thereby protecting the interests of the parties and ensuring the smooth continuation of the project or relationship.
Removal Event. The term “
View SourceView Similar (14)
Removal Event. Upon the occurrence of a Removal Event, (i) effective on a date specified in a notice from Dividend Member, the Development Manager shall forfeit all voting rights as a Member and all other rights to participate in the management of the Company, including the management rights of the Development Manager, and any right to trigger the Put Option or the buy sell procedure under Article 11, (ii) for purposes of Section 8.2, if the Removal Event occurs prior to the Stabilization Date, the Residual Sharing Ratios shall be automatically adjusted to equal the Capital Sharing Ratios, and (iii) if the Removal Event occurs after the Stabilization Date, Dividend Member shall immediately initiate the Call Option set forth in Article 11. The Development Manager shall, however, retain its other rights as a Member under this Agreement. Upon the forfeiture of the Development Manager’s management rights. Dividend Member may hire on behalf of the Company a reputable and qualified third party as the Development Manager of the Company upon commercially reasonable terms and conditions. Notwithstanding the foregoing, at any time within sixty (60) days after delivery of notice of a Removal Event by Dividend Member, provided the Removal Event occurred prior to the Stabilization Date, Dividend Member shall, in addition to the other rights described herein, have the right to purchase the Development Manager’s Membership Interest for a price equal to (a) an 8.25% Return on Development Manager’s Unreturned Capital Contributions, plus (b) the aggregate Capital Contributions made by Development Manager as of such date less the aggregate distributions to Development Manager pursuant to Section 8.2 hereof as of such date. Such purchase of the Development Manager’s Membership Interest shall be consummated in a manner consistent with the Call Option provision under Article 11.
View Source
Removal Event. At any time within one hundred eighty (180) days after the occurrence and during the continuance of a Removal Event, in which case only Investor may be the initiating party with respect to all Projects;
View Source

Related to Removal Event

  • Removal for Cause The Administrator will, if any of the following events occurs and is continuing, remove the Owner Trustee and terminate its rights and obligations under this Agreement by notifying the Owner Trustee: (i) the Owner Trustee no longer meets the eligibility requirements in Section 9.1; (ii) the Owner Trustee is legally unable to act as Owner Trustee; or (iii) an Insolvency Event of the Owner Trustee occurs.

  • Iro Removal Termination 1. OC, ▇▇▇▇▇▇, and IRO. If OC and ▇▇▇▇▇▇ terminate its IRO or if the IRO withdraws from the engagement during the term of the IA, OC and ▇▇▇▇▇▇ must submit a notice explaining (a) its reasons for termination of the IRO or (b) the IRO’s reasons for its withdrawal to OIG no later than 30 days after termination or withdrawal. OC and ▇▇▇▇▇▇ must engage a new IRO in accordance with Paragraph A of this Appendix and within 60 days of termination or withdrawal of the IRO.

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Removal Resignation Section 6.01 Removal of Asset Representations Reviewer 13 Section 6.02 Appointment of Successor 13 Section 6.03 Merger or Consolidation of, or Assumption of the Obligations of, the Asset Representations Reviewer 14 Section 6.04 Asset Representations Reviewer Not to Resign 14 Section 6.05 Cooperation of Asset Representations Reviewer 15

  • Servicer Termination Events For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer to deposit into any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.