Common use of Removal of Managing Member Clause in Contracts

Removal of Managing Member. (a) Within ten (10) Business Days after the occurrence of a Removal Event, the Managing Member shall give the Class A Member written notice thereof. If a Removal Event occurs, the Class A Member is entitled to remove the Managing Member by giving sixty (60) days’ written notice to the Managing Member of such removal, which shall take effect upon the expiration of such sixty (60)-day period unless the Managing Member cures such Removal Event within such sixty (60)-day period (and as a result of such cure such Removal Event shall be deemed not to have occurred and the Managing Member will not be subject to removal as Managing Member as a result of such Removal Event). (b) If the Managing Member is so removed pursuant to Section 3.13(a), the Class A Member shall elect a Person to succeed to all the rights, and to perform all of the obligations set forth for the Managing Member hereunder (the “Manager”), subject to the Company and/or the Manager obtaining any necessary prior governmental approvals. The Person selected as the Manager shall (A) be either (i) an entity that, within the preceding six (6) years has owned or operated for a continuous period of at least three (3) years solar photovoltaic systems with an aggregate electricity output of at least 20 megawatts, or (ii) such other entity which is approved by the Class A Member (such approval not to be unreasonably withheld or delayed) and (B) not be a direct competitor of the Managing Member (or any of its Affiliates). The entity chosen as Manager shall execute a counterpart to this Agreement.

Removal of Managing Member. (a) Within ten (10) 10 Business Days after the occurrence of a Removal Event, the Managing Member shall give the Class A Member written notice thereof. If a Removal Event occurs, the Class A Member is entitled to remove the Managing Member by giving sixty (60) days’ written notice to the Managing Member of such removal, which shall take effect upon the expiration of such sixty (60)-day period unless the Managing Member cures such Removal Event within such sixty (60)-day period (and as a result of such cure such Removal Event shall be deemed not to have occurred and the Managing Member will not be subject to removal as Managing Member as a result of such Removal Event). (b) If the Managing Member is so removed pursuant to Section 3.13(a), the Class A Member shall elect a Person to succeed to all the rights, and to perform all of the obligations set forth for the Managing Member hereunder (the “Manager”), subject to the Company and/or the Manager obtaining any necessary prior governmental approvals. The Person selected as the Manager shall (A) be either (i) an entity that, within the preceding six (6) years has owned or operated for a continuous period of at least three (3) years solar photovoltaic systems with an aggregate electricity output of at least 20 megawatts, or (ii) such other entity which is approved by the Class A Member (such approval not to be unreasonably withheld or delayed) and (B) not be a direct competitor of the Managing Member (or any of its Affiliates). The entity chosen as Manager shall execute a counterpart to this Agreement.