Common use of Replacement Manager Clause in Contracts

Replacement Manager. The Manager may be removed by SR Partnership and the Paying Co-Tenants (as defined below), if any, due to its negligence or willful misconduct and, in the case where the Manager is Zond or an affiliate of Zond, in the event that Zond's entire Ownership Interest in the Power Transfer System has been transferred to a third party. Until such time (the "Shared Cost Time") that either (i) an Excess Capacity Buyer becomes party to this Agreement or (ii) one of the Existing Project Owners shall become obligated to pay its pro rata share of the Power Transfer System Operating Costs in accordance with provisions of Section 1.3 (collectively, the "Paying Co-Tenants"), SR Partnership shall have the sole right to appoint or remove a replacement Manager if Zond or an affiliate of Zond has been removed as Manager due to its negligence or willful misconduct, or if Zond's entire Ownership Interest in the Power Transfer System has been transferred to a third party. Once the Shared Cost Time begins, SR Partnership and the Paying Co-Tenants shall jointly determine any such replacement Manager and the compensation to be paid such replacement Manager, which compensation shall be in a reasonable amount not to exceed industry standards. SR Partnership and the Paying Co-Tenants shall act reasonably in making such determination. If the Paying Co-Tenants and SR Partnership cannot agree on the party or parties who will manage the Power Transfer System, or the compensation for the Manager, the Paying Co-Tenants and SR Partnership shall submit the matter to arbitration in accordance with Section 12.2 below.

Replacement Manager. The Manager may be removed by SR Partnership and the Paying Co-Tenants (as defined below), if any, due to its negligence or willful misconduct and, in the case where the Manager is Zond or an affiliate of Zond, in the event that Zond's entire Ownership Interest in the Power Transfer System has been transferred to a third party. Until such time (the "Shared Cost Time") that either (i) an Excess Capacity Buyer becomes party to BOOK 6724 PAGE 1978 this Agreement or (ii) one of the Existing Project Owners shall become obligated to pay its pro rata share of the Power Transfer System Operating Costs in accordance with provisions of Section 1.3 (collectively, the "Paying Co-Tenants"), SR Partnership shall have the sole right to appoint or remove a replacement Manager if Zond or an affiliate of Zond has been removed as Manager due to its negligence or willful misconduct, or if Zond's entire Ownership Interest in the Power Transfer System has been transferred to a third party. Once the Shared Cost Time begins, SR Partnership and the Paying Co-Tenants shall jointly determine any such replacement Manager and the compensation to be paid such replacement Manager, which compensation shall be in a reasonable amount not to exceed industry standards. SR Partnership and the Paying Co-Tenants shall act reasonably in making such determination. If the Paying Co-Tenants and SR Partnership cannot agree on the party or parties who will manage the Power Transfer System, or the compensation for the Manager, the Paying Co-Tenants and SR Partnership shall submit the matter to arbitration in accordance with Section 12.2 below.