Common use of Removal of Managing Member Clause in Contracts

Removal of Managing Member. (a) The Managing Member will be subject to removal as Managing Member upon [***] days’ notice by the Consent of the Class A Members if the Managing Member (x) has engaged in gross negligence, willful misconduct or fraud, or (y) has performed any action or omitted to take any action that is in breach or violation of this Agreement and which could reasonably be expected to cause a Material Adverse Effect on the Company or the Facility Company, or (z) is declared Bankrupt; provided, however, that in the case of clause (y), the Managing Member shall have the opportunity to cure such breach or violation within [***] days of receiving notice of such breach; provided, further, that if such breach or violation cannot be cured within such period, and the Managing Member is proceeding with diligence to cure such breach, the [***] day cure period shall be extended by an additional [***] days, for a total cure period of [***] days. (b) If the Managing Member is so removed, the Consent of the Members shall be required to elect a successor Managing Member to succeed to all the rights, and to perform all of the obligations, set forth for the Managing Member hereunder. The Member selected as the successor Managing Member shall be an entity that is experienced and reputable in operating fuel cell facilities.

Removal of Managing Member. (a) The Managing Member will be subject to removal as Managing Member upon [***] 30 days’ notice by the Consent of the Class A Members if the Managing Member (x) has engaged in gross negligence, willful misconduct or fraud, or (y) has performed any action or omitted to take any action that is in breach or violation of this Agreement and which could reasonably be expected to cause a Material Adverse Effect on the Company or the Facility Company, or (z) is declared Bankrupt; provided, however, that in the case of clause (y), the Managing Member shall have the opportunity to cure such breach or violation within [***] 30 days of receiving notice of such breach; provided, further, that if such breach or violation cannot be cured within such period, and the Managing Member is proceeding with diligence to cure such breach, the [***] 30-day cure period shall be extended by an additional [***] 60 days, for a total cure period of [***] 90 days. (b) If the Managing Member is so removed, the Consent of the Members shall be required to elect a successor Managing Member to succeed to all the rights, and to perform all of the obligations, set forth for the Managing Member hereunder. The Member selected as the successor Managing Member shall be an entity that is experienced and reputable in operating fuel cell facilities.

Removal of Managing Member. (a) The Managing Member will be subject to removal as Managing Member upon [***] days’ notice by the Consent of the Class A Members if the Managing Member (x) has engaged in gross negligence, willful misconduct or fraud, or (y) has performed breached any action material duty, obligation or omitted to take any action that is in breach or violation covenant of this Agreement and which could reasonably be expected to cause a Material Adverse Effect on or caused the Company or the Facility CompanyCompany to breach any material duty, obligation or covenant of any Facility Document, or (z) is declared Bankrupt; provided, however, that in the case of clause (y), the Managing Member shall have the opportunity to cure such breach or violation within [***] days of receiving notice of such breachbreach (which thirty (30) day period shall run concurrently with the required notice period); provided, further, that if such breach or violation cannot be cured within such period, and so long as the Managing Member is proceeding with diligence to cure such breach, the [***] thirty (30) day cure period shall be extended by an additional [***] days, for a total cure period of [***] days. (b) If the Managing Member is so removed, the Consent of the Members shall be required to elect a successor Managing Member to succeed to all the rights, and to perform all of the obligations, set forth for the Managing Member hereunder. The Member selected as the successor Managing Member shall be an entity that is experienced and reputable in operating fuel cell facilities.

Removal of Managing Member. (a) The Managing Member will be subject to removal as Managing Member upon [***] days’ notice by the Consent of the Class A Members if the Managing Member (x) has engaged in gross negligence, willful misconduct or fraud, or (y) has performed breached any action material duty, obligation or omitted to take any action that is in breach or violation covenant of this Agreement and which could reasonably be expected to cause a Material Adverse Effect on or caused the Company or the Facility CompanyCompany to breach any material duty, obligation or covenant of any Facility Document, or (z) is declared Bankrupt; provided, however, that in the case of clause (y), the Managing Member shall have the opportunity to cure such breach or violation within [***] days of receiving notice of such breachbreach (which [***] period shall run concurrently with the required notice period); provided, further, that if such breach or violation cannot be cured within such period, and no long as the Managing Member is proceeding with diligence to cure such breach, the [***] thirty (30) day cure period shall be extended by an additional [***] days, for a total cure period of [***] days. (b) If the Managing Member is so removed, the Consent of the Members shall be required to elect a successor Managing Member to succeed to all the rights, and to perform all of the obligations, set forth for the Managing Member hereunder. The Member selected as the successor Managing Member shall be an entity that is experienced and reputable in operating fuel cell facilities.[***] Confidential Treatment Requested

Removal of Managing Member. (a) The Managing Member will be subject to removal as Managing Member upon [***] thirty (30) days’ notice by the Consent of the Class A Members if the Managing Member (x) has engaged in gross negligence, willful misconduct or fraud, or (y) has performed breached any action material duty, obligation or omitted to take any action that is in breach or violation covenant of this Agreement and which could reasonably be expected to cause a Material Adverse Effect on or caused the Company or the Facility CompanyCompany to breach any material duty, obligation or covenant of any Facility Document, or (z) is declared Bankrupt; provided, however, that in the case of clause (y), the Managing Member shall have the opportunity to cure such breach or violation within [***] thirty (30) days of receiving notice of such breachbreach (which thirty (30) period shall run concurrently with the required notice period); provided, further, that if such breach or violation cannot be cured within such period, and no long as the Managing Member is proceeding with diligence to cure such breach, the [***] thirty (30) day cure period shall be extended by an additional [***] thirty (30) days, for a total cure period of [***] sixty (60) days. (b) If the Managing Member is so removed, the Consent of the Members shall be required to elect a successor Managing Member to succeed to all the rights, and to perform all of the obligations, set forth for the Managing Member hereunder. The Member selected as the successor Managing Member shall be an entity that is experienced and reputable in operating fuel cell facilities.

Removal of Managing Member. (a) The Managing Member will be subject to removal as Managing Member upon [***] thirty (30) days’ notice by the Consent of the Class A Members if the Managing Member (x) has engaged in gross negligence, willful misconduct or fraud, or (y) has performed breached any action material duty, obligation or omitted to take any action that is in breach or violation covenant of this Agreement and which could reasonably be expected to cause a Material Adverse Effect on or caused the Company or the Facility CompanyCompany to breach any material duty, obligation or covenant of any Facility Document, or (z) is declared [***] Confidential Treatment Requested Bankrupt; provided, however, that in the case of clause (y), the Managing Member shall have the opportunity to cure such breach or violation within [***] thirty (30) days of receiving notice of such breachbreach (which thirty (30)) day period shall run concurrently with the required notice period); provided, further, that if such breach or violation cannot be cured within such period, and so long as the Managing Member is proceeding with diligence to cure such breach, the [***] thirty (30) day cure period shall be extended by an additional [***] thirty (30) days, for a total cure period of [***] sixty (60) days. (b) If the Managing Member is so removed, the Consent of the Members shall be required to elect a successor Managing Member to succeed to all the rights, and to perform all of the obligations, set forth for the Managing Member hereunder. The Member selected as the successor Managing Member shall be an entity that is experienced and reputable in operating fuel cell facilities.

Removal of Managing Member. (a) The Managing Member will be subject to removal as Managing Member upon [***] thirty (30) days’ notice by the Consent of the Class A Members if the Managing Member (x) has engaged in gross negligence, willful misconduct or fraud, or (y) has performed breached any action material duty, obligation or omitted to take any action that is in breach or violation covenant of this Agreement and which could reasonably be expected to cause a Material Adverse Effect on or caused the Company or the Facility CompanyCompany to breach any material duty, obligation or covenant of any Facility Document, or (z) is declared Bankrupt; provided, however, that in the case of clause (y), the Managing Member shall have the opportunity to cure such breach or violation within [***] thirty (30) days of receiving notice of such breachbreach (which thirty (30) day period shall run concurrently with the required notice period); provided, further, that if such breach or violation cannot be cured within such period, and so long as the Managing Member is proceeding with diligence to cure such breach, the [***] thirty (30) day cure period shall be extended by an additional [***] thirty (30) days, for a total cure period of [***] thirty (30) days. (b) If the Managing Member is so removed, the Consent of the Members shall be required to elect a successor Managing Member to succeed to all the rights, and to perform all of the obligations, set forth for the Managing Member hereunder. The Member selected as the successor Managing Member shall be an entity that is experienced and reputable in operating fuel cell facilities.

Removal of Managing Member. (a) The Managing Member will be subject to removal as Managing Member upon [***] thirty (30) days’ notice by the Consent of the Class A Members if the Managing Member (x) has engaged in gross negligence, willful misconduct or fraud, or (y) has performed breached any action material duty, obligation or omitted to take any action that is in breach or violation covenant of this Agreement and which could reasonably be expected to cause a Material Adverse Effect on or caused the Company or the Facility CompanyCompany to breach any material duty, obligation or covenant of any Facility Document, or (z) is declared [***] Confidential Treatment Requested Bankrupt; provided, however, that in the case of clause (y), the Managing Member shall have the opportunity to cure such breach or violation within [***] ([***]) days of receiving notice of such breachbreach (which [***] ([***]) day period shall run concurrently with the required notice period); provided, further, that if such breach or violation cannot be cured within such period, and so long as the Managing Member is proceeding with diligence to cure such breach, the [***] ([***]) day cure period shall be extended by an additional [***] ([***]) days, for a total cure period of [***] ([***]) days. (b) If the Managing Member is so removed, the Consent of the Members shall be required to elect a successor Managing Member to succeed to all the rights, and to perform all of the obligations, set forth for the Managing Member hereunder. The Member selected as the successor Managing Member shall be an entity that is experienced and reputable in operating fuel cell facilities.