Removal of Operator; Assurances Sample Clauses

Removal of Operator; Assurances. The Non-Operating System Owners, acting on their own initiative, by unanimous vote, may: 6.2.1 remove and replace the Operator as soon as practicable if the Operator or the Operator’s ultimate parent entity: (a) makes any general assignment of substantially all of its assets for the benefit of creditors; (b) files, or has filed against it, a petition to be adjudged bankrupt or a petition for reorganization or readjustment of debt under any law relating to insolvency (unless, in the case of a petition filed against Operator, such petition is dismissed within sixty (60) calendar days after the date of filing); or (c) has a trustee, liquidator or receiver appointed to take possession of substantially all of its assets, except where such appointment is discharged within thirty (30) calendar days after the date of appointment; 6.2.2 remove and replace the Operator as operator of those AMI Midstream Assets that are materially adversely affected by the Operator’s: (a) fraud, (b) willful misconduct, (c) consistent inability or failure to perform its obligations under this Agreement, or (d) consistent performance of its obligations hereunder in a grossly negligent manner; unless the matters in parts (c) and (d) above are cured by the Operator within thirty (30) calendar days after receipt of notice thereof; and 6.2.3 if reasonable and substantial grounds exist to question the financial responsibility, creditworthiness, or solvency of the Operator, demand that the Operator furnish reasonably satisfactory and adequate assurance of performance in a form and for a term as reasonably required by such System Owners, including, but not limited to, a standby irrevocable letter of credit, performance bond or guaranty by a creditworthy entity; and if the Operator fails to furnish such adequate assurance of performance or otherwise reasonably demonstrate that grounds do not exist to question the Operator’s financial condition within fifteen (15) Business Days after such request, remove and replace the Operator. The Operator will not be removed until a successor Operator has been selected by the Non-Operating System Owners or as permitted by law. The Operator removed under this paragraph will take all reasonable action to assist with the transition to the new Operator.
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Related to Removal of Operator; Assurances

  • Control of Operations Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (a) nothing contained in this Agreement shall give Parent or the Company, directly or indirectly, the right to control or direct the other party’s operations prior to the Effective Time and (b) prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

  • Duties of Operator Operator shall perform all required testing of Manufacturer’s Bus in accordance with the FTA Regulations and the established testing procedures used at the bus testing facility and provided to Manufacturer which procedures are attached hereto marked Exhibit “A” and incorporated herein by this reference.

  • TRANSFER OF OPERATIONS Purchaser shall be entitled to immediate possession of, and to exercise all rights arising under, the Assets from and after the time that the Restaurants open for business on the Closing Date, and operation of the Restaurants shall transfer at such time (the "Effective Time"). Except as expressly provided in this Agreement, all profits, losses, liabilities, claims, or injuries arising before the Effective Time shall be solely to the benefit or the risk of Seller. All such occurrences after the Effective Time shall be solely to the benefit or the risk of Purchaser. The risk of loss or damage by fire, storm, flood, theft, or other casualty or cause shall be in all respects upon Seller prior to the Effective Time and upon the Purchaser thereafter.

  • Statement of Operations Statement of Changes in Net Assets.

  • List of Operator’s Subprocessors [Box 26] [Box 27] [Box 28] [Box 29]

  • Cessation of Operations Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

  • Survival of Operative Sections Upon any termination of Executive’s employment, the provisions of Section 8 through Section 22 of this Agreement (together with any related definitions set forth in Section 1 hereof) shall survive to the extent necessary to give effect to the provisions thereof.

  • SUSPENSION OF OPERATIONS Concessionaire shall, at the direction of Department, immediately suspend, delay or interrupt Concessionaire’s operation of all or any part of the Concession Premises for such period of time as Department may determine to be appropriate to protect the Concession Premises and/or public health, safety, and welfare due to the occurrence of hazardous work conditions, emergency conditions, and/or any other cause including, but not limited to, Concessionaire's failure to perform any of the covenants, agreements, and conditions contained in this Agreement on its part to be performed. Concessionaire hereby waives any claim, and Department shall not be liable to any party claiming through Concessionaire, for damages, payment abatement, or compensation as a result of Department's actions under this Paragraph or this Agreement. Department's suspension of Concessionaire's operations shall be in addition to any other right or remedy available by law or in equity.

  • Commencement of Operations The Partnership shall not begin operations on its Leases unless the Managing General Partner is satisfied that necessary title requirements have been satisfied.

  • Continuity of Operations Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure.

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