Common use of Removal of the Manager Clause in Contracts

Removal of the Manager. 6.1.1 The Manager may be removed as manager of the Company for cause only, upon at least thirty (30) days’ prior written notice, after a vote taken by the holders of not less than seventy-five percent (75%) in Interest of the Members at a meeting called pursuant to a petition signed by the holders of not less than a majority in Interest of the Members. Members must attend such meeting in person, and attendance at such meeting by proxy or by teleconference or videoconference shall not be permitted. Removal of the Manager may not be made pursuant to the Consent of the Members given pursuant to clause (a) of paragraph 10.1. 6.1.2 If the Manager shall be removed pursuant to paragraph 6.1.1, the Manager shall sell its Interest to the successor Manager for an amount equal to its Fair Market Value thereof. Payment shall be made in cash upon such removal and such payment shall be a condition to the removal of the Manager. 6.1.3 The exercise of the rights of removal granted in this paragraph 6.1 shall not in any way constitute any Member a manager or impose any personal liability on any Member. Immediately upon the removal of the Manager, the Members, and/or successor Manager, shall prepare, execute, and file for recordation an amended and restated or new Certificate of Formation and shall take or cause to be taken all steps required in connection therewith, all in accordance with the Applicable Laws of the State of Delaware and shall cause to be amended all qualification statements in any jurisdiction in which the Company is qualified to do business. 6.1.4 In case of the withdrawal or removal of the Manager from the Company, the Members and/or the successor Manager may on thirty (30) days’ notice cancel any agreement between the Company and a Person with which or whom the withdrawing or removed Manager is an affiliate. Any such agreements entered into between the Company and the Manager or its affiliates shall provide that they may be so canceled on such notice without liability or penalty. If any such agreement is so canceled, the affiliate whose agreement is canceled shall be paid by the Company the Fair Market Value of such contract (which Fair Market Value shall assume that such contract was continued for the full term of such contract), determined in accordance with generally accepted accounting principles. Payment of such amounts shall be a condition to such termination.

Removal of the Manager. 6.1.1 The If a Manager Removal Event occurs with respect to the then current Manager, any Member with a Percentage Interest greater than ten percent (10%) may elect by Notification to the Members following such Manager Removal Event (any such election, a “Manager Removal”) to remove the Manager as the manager of the Company. Following any such election with respect to the removal of Regency as the initial Manager, GRI (or its Affiliate) shall be the new Manager of the Company in substitution for the initial Manager and the overall management and control of the business and affairs of the Company shall be vested in GRI or its Affiliate in the capacity of Manager (and as a consequence thereof, GRI or its Affiliate[s] shall be entitled to all fees and reimbursements that were previously payable to Regency as the initial Manager and its Affiliates prior to such Manager Removal, including, without limitation, the amounts payable pursuant to Sections 6.5, 6.6 and 6.9 hereof). Upon any Manager Removal with respect to GRI or any Manager succeeding GRI as Manager, a replacement Manager shall be selected by the Member holding the majority Percentage Interest between the remaining Members (other than the Member that has been so removed as Manager). Upon any Manager Removal, (x) the Company, and/or any Project Level Entities (as applicable) may terminate any of the Manager Agreements and may enter into replacement agreements with the replacement Manager (or its Affiliate[s]), (y) the Manager being removed or any of its successors-in-interest shall promptly cause, upon demand of the replacement Manager, the execution and delivery to the Company of all documents that may reasonably appropriate, in the opinion of counsel for the replacement Manager, to confirm such substitution (provided, however, that the parties agree that such substitution shall be automatic following a Manager Removal and that no documents other than the Notification described in the first sentence of this Section 6.1(d) shall be necessary to effect any Manager Removal) and (z) following a Manager Removal of Regency or any Affiliate of Regency as the initial Manager, the Base Amounts shall no longer be payable under this Agreement. Notwithstanding such Manager Removal, the Manager that has been removed shall remain liable for all liabilities, duties and obligations of such Manager as manager of the Company for cause only, upon at least thirty (30) days’ arising prior written notice, after a vote taken by the holders of not less than seventy-five percent (75%) in Interest of the Members at a meeting called pursuant to a petition signed by the holders of not less than a majority in Interest of the Members. Members must attend such meeting in person, and attendance at such meeting by proxy or by teleconference or videoconference shall not be permitted. Removal of the Manager may not be made pursuant to the Consent of the Members given pursuant to clause (a) of paragraph 10.1Removal. 6.1.2 If the Manager shall be removed pursuant to paragraph 6.1.1, the Manager shall sell its Interest to the successor Manager for an amount equal to its Fair Market Value thereof. Payment shall be made in cash upon such removal and such payment shall be a condition to the removal of the Manager. 6.1.3 The exercise of the rights of removal granted in this paragraph 6.1 shall not in any way constitute any Member a manager or impose any personal liability on any Member. Immediately upon the removal of the Manager, the Members, and/or successor Manager, shall prepare, execute, and file for recordation an amended and restated or new Certificate of Formation and shall take or cause to be taken all steps required in connection therewith, all in accordance with the Applicable Laws of the State of Delaware and shall cause to be amended all qualification statements in any jurisdiction in which the Company is qualified to do business. 6.1.4 In case of the withdrawal or removal of the Manager from the Company, the Members and/or the successor Manager may on thirty (30) days’ notice cancel any agreement between the Company and a Person with which or whom the withdrawing or removed Manager is an affiliate. Any such agreements entered into between the Company and the Manager or its affiliates shall provide that they may be so canceled on such notice without liability or penalty. If any such agreement is so canceled, the affiliate whose agreement is canceled shall be paid by the Company the Fair Market Value of such contract (which Fair Market Value shall assume that such contract was continued for the full term of such contract), determined in accordance with generally accepted accounting principles. Payment of such amounts shall be a condition to such termination.