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.
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Samples: Sale Agreement, Sale of Properties (West Texas Resources, Inc.)
Removal of Operator. Operator may be removed in the event by Owner by written notice from Owner to Operator if (ai) Operator becomes insolvent or unable to pay its debts as they matureBankrupt, 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 (cii) 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 breaches 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 in any material respect and, after receipt of notice of such alleged breach by Operator from Owner (which notice shall provide with particularity details of such alleged breach), Operator fails to correct or to diligently pursue correction of such breach in a manner reasonably acceptable to Owner within 30 days after receipt of such notice from Owner; provided that if Operator disputes the material failure breach claimed by Owner pursuant to subsection (ii) above, then such dispute shall be settled pursuant to the terms of Section 12.3 prior to Owner’s removal notice becoming effective, (iii) the Operator Group in the aggregate owns less than 50% of the Owner or inability (iv) there are Excessive Cost Overruns. Following the settlement of such dispute which results in a determination that the material breach described in clause (ii) above did in fact occur, if such breach is not corrected by Operator or corrective action reasonably acceptable to Owner is not commenced by Operator, in each case, within ten days after such determination, then Owner’s removal notice delivered pursuant to subsection (ii) above shall be deemed to be effective as of the day such notice was originally delivered. Notwithstanding any such removal of Operator, Operator shall not be relieved of its duties as Operator under this Agreement and shall continue to perform its all of the duties, responsibilities and obligations under this Agreementof Operator hereunder, in each case, until the applicable Successor Operator Effective Date.
Appears in 1 contract
Samples: Formation and Contribution Agreement (Phillips 66 Partners Lp)
Removal of Operator. Operator may be removed in by an affirmative vote of the event Parties owning a combined Working Interest of fifty-one percent (51%) or more of the remaining Working Interest after excluding the Operator's Working Interest if:
(a) Operator becomes insolvent or unable to pay its debts as they mature, makes an assignment for the benefit of creditors, commits any an act of bankruptcy 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 or affairs; or ;
(c) Operator divests itself a Transfer 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 Interest by the affirmative vote Operator (excluding an interest assigned to an Affiliate) reduces the Operator's Working Interest to less than the Working Interest of Non- Operators owning a majority interest based on ownership as shown on Exhibit "A" remaining after excluding the voting interest Non operator, whether accomplished by one (1) or more Transfer of Operator; such vote shall not be deemed effective until Interest.
(d) Operator commits 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 and fails to cure the breach within thirty (30) days after notice of the breach. However, if the breach specified in the notice is of such a nature that it reasonably cannot be corrected within the thirty (30) day period, and the Operator within said period begins corrective action or material failure or inability steps to perform its obligations correct the breach, and thereafter diligently carries such corrective action to completion, the Operator shall not be removed. The Operator shall not be removed under this AgreementArticle 4.4 if the Operator is able to prove the non-existence of the alleged breach within thirty (30) days after receipt of written notice of such alleged 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 thirty (30) days after a Non-operator receives actual knowledge of the cause. A change of corporate name or structure of Operator or a transfer of Operator's interest to a single Affiliate shall not be deemed to be a resignation or basis for removing Operator. Subject to Article 8.6 in Exhibit "H", the resignation or removal of Operator shall become effective at the earlier of (a) 7:00 a.m. on the first day of the calendar month following the expiration of ninety (90) days after the giving of notice of resignation by Operator or action by Non-operators to remove Operator, or (b) the time when a successor Operator assumes the duties of Operator.
Appears in 1 contract
Samples: Offshore Operating Agreement (Ridgewood Energy P Fund LLC)
Removal of Operator. Operator may be removed in by an affirmative vote of two (2) or more of the event Parties owning a combined Working Interest of fifty percent (a50%) or more of the remaining Working Interest after excluding the Operator's Working Interest if:
(A) Operator becomes insolvent or unable to pay its debts as they mature, makes an assignment for the benefit of creditors, commits any an act of bankruptcy bankruptcy, or seeks relief under laws providing for the relief relic of debtors; or ;
(bB) a receiver is appointed for Operator or for substantially all of its property and/or or affairs; ;
(C) A Transfer of Interest by the Operator (excluding an interest assigned to an Affiliate) reduce the Operator's Working Interest to less than twenty-five percent (25%), whether accomplished by one or more Transfer of Interest.
(cD) 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 commits 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 and fails to cure the breach within thirty (30) days after notice of the breach.
(E) Operator proposes to enter into a Transfer of Interest of more than fifty percent (50%) of its Working Interest to a third party, advising that the interest is available for transfer on stated terms or material failure soliciting offers, bids, or inability other term of transfer. 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 perform its obligations operate until Operator has elected to reject or assume this Agreement under the Bankruptcy Code. A election by Operator as a debtor-in-possession or by a trustee in bankruptcy to reject this AgreementAgreement shall be deemed to be a resignation by Operator without any action by the Non-operators, except the selection of a successor. To b effective, a vote to remove Operator for any cause described above must be taken within sixty (60) days after a Nor operator receives actual knowledge of the cause. A change of corporate name or structure of Operator or a transfer of Operator's interest to a single Affiliate shall not be deemed to be a resignation or basis for removing Operate. Subject to Article 8.7 (Unpaid Charges and Default), the resignation or removal of operator shall become effective at the earlier of (a) 7:00 a.m. on the first day of the calendar month following the expiration of ninety (90) days after the giving of notice of resignation by Operator or action by Non-operators to remove Operator, or (b) the time when a successor Operator assumes the duties of Operator.
Appears in 1 contract
Samples: Offshore Operating Agreement (Ridgewood Energy P Fund LLC)