Section 32Part 7 — Conversion and Continuation
Resignation of manager
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A manager may resign as a manager of a limited liability company —
at the time and in the manner specified in the LLC agreement (or any oth er agreement pursuant to which a manager is appointed) and in accordance therewith; or
with the consent of all of the members.
Notwithstanding that a LLC agreement (or any other agreement pursuant to which a manager is appointed) provides that a ma nager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time by giving written notice to the limited liability company and to all members and if the resign ation of a manager violates a LLC agreement (or any other agreement pursuant to which a manager is appointed), in addition to any remedies otherwise available under applicable law, a limited liability company may seek to recover from the resigning manager damages for breach of the applicable agreement and be entitled to set - off the damages against any amount otherwise payable or distributable to the resigning manager.