Removal of Operator. (A) Subject to Article 4.11, Operator shall be removed upon receipt of notice from any Non-Operator if:
(1) Operator becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors;
(2) an order is made by a court or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up of Operator;
(3) a receiver is appointed for a substantial part of Operator’s assets; or
(4) Operator dissolves, liquidates, is wound up, or otherwise terminates its existence.
(B) Subject to Article 4.11, Operator may be removed by the decision of the Non-Operators if Operator has committed a material breach of this Agreement and has either failed to commence to cure that breach within thirty (30) Days after receipt of a notice from Non-Operators detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this Article 4.10(B) shall be made by an affirmative vote of two (2) or more Parties (not being Affiliates of Operator) representing Participating Interests of more than fifty one percent (51%) of the total of such Non-Operator Parties' Participating Interests, provided that at least two of the Parties are not Affiliates of each other.
(C) If Operator together with any Affiliates of Operator is or becomes the holder of a Participating Interest of less than five percent (5%), then Operator shall be required to promptly notify the other Parties. The Operating Committee shall then vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11.
(D) If there is a direct or indirect change in Control of Operator (other than a transfer of Control to an Affiliate of Operator), Operator shall be required to promptly notify the other Parties. The Operating Committee shall vote within thirty (30) Days of such notification on whether or not a successor Operator should be named pursuant to Article 4.11.
(E) Subject to Article 4.11, Operator may be removed at any time without cause by the affirmative vote of two (2) or more of the total number of Non-Operators holding a combined Participating Interest of at least fifty one percent (51%), provided that at least two of the Parties are not Affiliates of each other.
Removal of Operator. The Operator may be removed and a new Operator may be substituted at any time on 60 days advance written notice to the outgoing Operator by the Managing General Partner acting on behalf of the Partnership on the affirmative vote of Participants whose Units equal a majority of the total Units. The Operator shall not be removed until a substituted Operator has been selected by an affirmative vote of Participants whose Units equal a majority of the total Units and installed as such.
Removal of Operator. OPERATOR may be removed if (1) OPERATOR becomes insolvent or unable to pay its debts as they mature or makes an assignment for the benefit of creditors or commits any act of bankruptcy or seeks relief under laws providing for the relief of debtors; or
Removal of Operator. Operator may be removed in the event (a) Operator becomes insolvent or unable to pay its debts as they mature, makes an assignment for the benefit of creditors, commits any act of bankruptcy or seeks relief under laws providing for the relief of debtors; or (b) a receiver is appointed for Operator or for substantially all of its property and/or affairs; or (c) Operator divests itself of one hundred percent (100%) of the interest owned by it in the Lease at the time its was designated Operator; provided, however, this Section 5.3(c) shall not be applicable to a divestiture by Operator by means of merger, consolidation, reorganization, or the sale or transfer of its interest to a wholly-owned or controlled subsidiary or affiliate. "Affiliate" as used here, includes any corporation, partnership, trust or other entity which is at least fifty percent (50%) owned or controlled by or for the benefit of Operator. In addition, Operator may be removed for good cause by the affirmative vote of Non- Operators owning a majority interest based on ownership as shown on Exhibit "A" remaining after excluding the voting interest of Operator; such vote shall not be deemed effective until a written notice has been delivered to the Operator by a Non-Operator detailing the alleged default and Operator has failed to cure the default within thirty (30) days from the receipt of the notice or, if the default concerns an operation then being conducted, within forty-eight (48) hours of its receipt of the notice. For purposes hereof, "good cause" shall mean not only gross negligence or willful misconduct but also substantial breach of a material provision of this Agreement or material failure or inability to perform its obligations under this Agreement.
Removal of Operator. Operator may be removed by MPC and this Agreement shall be terminated if:
(a) Operator shall neglect or fail to perform any or all of its material obligations under this Agreement and after thirty (30) days written notice of such default fails to rectify the same; or
(b) Operator becomes bankrupt or insolvent, commits or suffers any act of bankruptcy or insolvency, is placed in receivership, seeks debt or relief protection under any applicable legislation and such is not rectified within thirty (30) days of such event; or
(c) Operator assigns or purports to assign its general powers and responsibility of supervision and management as Operator hereunder without the prior written consent of MPC. If Operator is terminated under Section 15.2, Operator shall only be entitled to its Reimbursable Charges due or incurred to the date of termination.
Removal of Operator. Operator may be removed by an affirmative vote of the Parties owning a combined Working Interest of fifty percent (50%) or more of the remaining Working Interest after excluding the Operator's Working Interest if: ST/WD EPA JOA 9
(a) Operator becomes insolvent or unable to pay its debts as they mature, makes an assignment for the benefit of creditors, commits an act of bankruptcy, or seeks relief under laws providing for the relief of debtors;
(b) a receiver is appointed for Operator or for substantially all of its property or affairs;
(c) a Transfer of Interest by the Operator which reduces the Operator's Working Interest to less than twenty five percent (25%), whether accomplished by one or more Transfer of Interest; or
(d) Operator commits a substantial breach of a material provision of this Agreement and fails to cure the breach within sixty (60) days after notice of the breach. If a petition for relief under the federal bankruptcy laws is filed by or against Operator, and if a federal bankruptcy court prevents the removal of Operator, all Non-operators and Operator shall comprise an interim operating committee to operate until Operator has elected to reject or assume this Agreement under the Bankruptcy Code. An election by Operator as a debtor-in-possession or by a trustee in bankruptcy to reject this Agreement shall be deemed to be a resignation by Operator without any action by the Non-operators, except the selection of a successor. To be effective, a vote to remove Operator for any cause described above must be taken within sixty (60) days after a Non-operator receives actual knowledge of the cause. A change of corporate name or structure of Operator shall not be deemed to be a resignation or basis for removing Operator.
Removal of Operator. Operator shall be removed upon the occurrence of any of the following:
(a) Operator becomes insolvent or Bankrupt;
(b) Operator dissolves, liquidates or terminates its existence;
(i) Operator breaches the Standard of Care or any material obligation under the Agreement; (ii) such breach causes or is reasonably likely to cause material harm (as defined below); (iii) Owner provides Operator written notice of such breach within a reasonable time after Owner becomes aware of such breach; and (iv) such breach has not been cured within sixty (60) days after receipt by Operator of a breach notice, provided that if such breach is not reasonably capable of being cured within a sixty (60) day period, Operator shall not be subject to removal if Operator expeditiously commences to cure such breach following its receipt of a breach notice and continues to diligently proceed with such cure within such longer period of time as shall be reasonably necessary to cure such breach; provided, that for the purposes of this Section 2.3.2(c), “material harm” means loss or damage to Owner in excess of $50,000,000 that is directly caused by Operator’s breach;
(d) Operator and its Affiliates cease to own any Units; or
(e) Operator assigns or purports to assign its right or ability to conduct the Services without prior written consent of Owner.
Removal of Operator. (A) Subject to Article 4.11, Operator shall be removed upon receipt of notice from any Non-Operator if:
(1) An order is made by a court or an effective resolution is passed for the dissolution, liquidation, winding up, or reorganization of Operator;
(2) Operator dissolves, liquidates or terminates its corporate existence;
(3) Operator becomes insolvent, bankrupt or makes an assignment for the benefit of creditors; or
(4) A receiver is appointed for a substantial part of Operator's assets.
(B) Subject to Article 4.11, Operator may be removed by the decision of the Non-Operators if Operator has committed a material breach of this Agreement which Operator has failed to commence to rectify within thirty (30) Days of receipt of a notice from Non-Operators detailing the alleged breach. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this Article 4.10(B) shall be made by an affirmative vote of _______ (2) or more of the total number of Non-Operators holding a combined Participating Interest of at least _____________ percent (65%). Check if desired. OPTIONAL PROVISION
Removal of Operator. (A) Subject to Article 4.11, GGGL may be removed upon receipt of notice from DCL if:
(1) An order is made by a court, or an effective resolution is passed for the reorganization under any bankruptcy law, dissolution, liquidation, or winding up of Operator,
(2) Operator dissolves, liquidates, is wound up, or otherwise terminates its existence,
(3) Operator becomes insolvent, bankrupt or makes an assignment for the benefit of creditors, or
(4) A receiver is appointed for a substantial part of Operator assets.
(B) Subject to Article 4.11, Operator may be removed by the decision of the other Party or Title Holder if Operator has committed a material breach of this Agreement and has either failed to commence to cure that breach within thirty (30) Days of receipt of a notice from the other Party or Title Holder detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of the other Party or Title Holder to give notice of breach to Operator or to remove Operator under this Article 4.10(B) shall be made by an affirmative vote of the other Party and Title Holder.
Removal of Operator. New Operator ---------------------------------
