Replacement of Operator Sample Clauses

Replacement of Operator. To the extent that Operator ceases to be the operator of the Projects, Borrower shall retain a replacement operator of the Projects that has recognized knowledge and expertise in providing management, operations, maintenance, and administration services to U.S. wind energy generation projects similar to the Projects and that has been approved in writing by Administrative Agent (acting upon consultation with the Independent Engineer). If the Turbine Service Agreement is terminated or expires by its terms without being renewed or extended, Borrower shall cause Operator (or replacement operator retained pursuant to the immediately preceding sentence) to expand such operator’s scope of work under the O&M Service Agreement (or an Additional Project Document replacing the Turbine Service Agreement) in order to fully incorporate Turbine Operator’s responsibilities under the Turbine Service Agreement.

Replacement of Operator. Upon resignation or removal of the Operator (“Former Operator”), the Parties shall select and engage a new operator (“New Operator”), who need not be a Party. On the effective date of the resignation or removal, the Former Operator shall be released from all subsequent duties, obligations and responsibilities imposed upon the Operator by this Agreement, and the New Operator shall assume such subsequent duties, obligations and responsibilities as the Operator. Such takeover shall not relieve the Former Operator of any of its other duties, obligations or responsibilities as a Party under this Agreement. Upon any such takeover, the Former Operator shall transfer to the New Operator (i) all prepaid CAM Costs not previously spent or reserved by the Former Operator to pay CAM Costs already incurred or Maintenance Fees already earned, and (ii) copies of all applicable books and records relating to the operation and maintenance of the Common Areas and construction of Common Area Improvements. The Former Operator shall provide any and all information and documentation to effectuate the transfer of responsibility, including, without limitation, notification to insurers and transfer or termination of insurance policies and service contracts. Such transfer of the maintenance and operation of the Common Area shall not (i) obligate any Party to pay any cost or expense in respect to the maintenance and operation of the Common Area and Common Area Improvements except such Party’s Proportionate Share of CAM Costs, (ii) relieve either Party of its obligations to pay its respective Proportionate Share, or (iii) relieve the Former Operator from any liability or responsibility with respect to the operation and maintenance of the Common Areas and Common Area Improvements prior to such transfer. The Former Operator shall be entitled to collect from the Parties any unpaid amounts to which the Former Operator is entitled under this Agreement. If Agilent is the Operator, then upon sale of the Agilent Lot to an unaffiliated third party, Agilent shall resign as the Operator and Avago shall have the right to become the New Operator or name a third party to so act. At such time as neither Agilent nor Avago own a Lot at the Penang Site, the New Operator shall be either the successor to the last of Agilent or Avago to own a Lot at the Penang Site or a third party designated by such successor.

Replacement of Operator. Unless required to do so under the terms of Major Project Indebtedness Document or pursuant to an exercise of remedies by a lender thereunder, replace the Operator of any Project, other than with a replacement operator of such Project that has recognized knowledge and expertise in providing management, operations and maintenance services to wind energy generation projects in North America similar to such Project and that has been approved in writing by the Majority Lenders, which approval shall not be unreasonably withheld.

Replacement of Operator. Prior to the Closing, Purchaser will form an entity to serve as operator of Xxxxxxx Well and SWD and begin the process of obtaining governmental and regulatory approval. Once approved, the entity formed under this section will assume the role as operator of the Xxxxxxx Well and SWD.

Replacement of Operator. The Operator may be removed and replaced in the following circumstances: (a) at the end of any Operating Year, upon a majority vote of the Management Committee, of which at least 90 days written notice is given to the Operator prior to the end of the applicable Operating Year; (b) upon the occurrence of any of the following events: (i) the Operator fails in a material respect to perform its duties, responsibilities and obligations in accordance with this Agreement or in accordance with any agreement to which the Operator is a party which incorporates the milestones, duties and responsibilities to be determined pursuant to Section 5.3 of this Agreement, or the direction of the Management Committee or performs such duties and obligations in a manner which is contrary in a material respect to good Canadian mining practice; but only if the Operator fails, within 20 days of receipt of the notice of such event, to commence to remedy and diligently to continue to remedy such event on a timely basis; (ii) an attachment or seizure not related to the business of the Joint Venture but which is due to the negligent act or omission of the Operator is made on or of the Joint Venture Property; (iii) the Operator institutes voluntary liquidation, dissolution or winding-up proceedings or takes any voluntary proceeding pursuant to any statute relating to bankruptcy, insolvency or reorganization of debts to be adjudicated bankrupt or for any other relief, or makes an assignment for the benefit of creditors, or if a receiver, manager, receiver and manager, trustee or liquidator or any other Person with similar powers is appointed with respect to any material part of the Operator’s property, or if a court of competent jurisdiction adjudges the Operator to be bankrupt or makes an order requiring the liquidation, dissolution or winding up of the Operator, or if the corporate existence of the Operator is otherwise terminated; or (iv) if the Operator is also a Participant, it defaults in the performance of any of its obligations as a Participant under this Agreement; but only if the Operator fails, within 20 days of receipt of the notice of such event, to commence to remedy and diligently to continue to remedy such event on a timely basis; and In any such case the Management Committee shall meet to consider removal of the Operator and the appointment of another Participant or non-Participant as Operator, provided that any decision to remove the Operator and the selection of the su...

Replacement of Operator. In addition to its other remedies under the Production Payment Documents, upon the continuance of a Performance Default for thirty consecutive days without being cured, Royalty Owner may require Working Interest Owner to do (or require Working Interest Owner to cause Parent to do) either or both of the following: (i) employ a contract operator designated by Royalty Owner for any or all of the Subject Interests, or (ii) resign as operator of any or all of the Subject Interests, whereupon Working Interest Owner will so resign and will appoint, vote for, and otherwise support a substitute operator acceptable to Royalty Owner.

Replacement of Operator. The Operator shall be replaced if at least two Parties being holders of not less than seventy-five percent (75%) of the Participating Interests held by all the Parties so resolve and upon such resolution the Operating Committee shall appoint a successor Operators as provided in Clause 4.6(b).

Replacement of Operator. The Operator may be replaced: (a) by the Management Committee, on 90 days' notice in writing to such Operator; or (b) by a party or parties holding Participating Interests aggregating more than 50% if the Operator fails to perform a material obligation imposed on it under this Agreement, or is negligent in the performance of its duties hereunder and such negligence has a material adverse effect on the Joint Venture Property or the Joint Venture, if such party or parties has given the Operator notice in writing of the failure or negligence and a reasonable period (not to exceed 60 days) to take appropriate remedial action.

Replacement of Operator. If a Change in Control occurs with respect to MGE Energy, the University shall have the right to replace the Operator within two years after the occurrence of such Change in Control, subject to any applicable approvals of Governmental Authorities.

Replacement of Operator. (1) In the event the JV Parties appoint a new operator of the NMJV (the “Replacement Operator”) the JV Parties will provide written notice (a “Replacement Operator Notice”) of such appointment to the Province, executed by the JV Parties, which notice shall: (i) identify the Replacement Operator and the JV Parties’ plan to transition operatorship of the NMJV to the Replacement Operator and replace the Operator under this Agreement; and (ii) include a proposed form of amending, assumption and release agreement in a form to the reasonable satisfaction of the Replacement Operator and the Province (the “Assumption Agreement”) duly authorized, executed and delivered by the Replacement Operator in which: (a) the Replacement Operator assumes all of the rights and obligations of the Operator herein; (b) the Replacement Operator acknowledges and assumes full responsibility and liability for any and all defaults of the Operator in the performance of its duties and obligations under this Agreement (including the payment obligations set out herein); and (c) setting out the contact details of the Replacement Operator for the purpose of Section 13.13. The Province shall execute the Assumption Agreement within the transition timeframe reasonably required by the Replacement Operator. (2) The Province will be entitled to rely on any Replacement Operator Notice without conducting any inquiries or due diligence and the Operator and the JV Parties agree that: (a) the Province shall have no liability for any Losses that any of them may suffer as the result of such reliance by the Province; and (b) the JV Parties shall indemnify the Province and hold it harmless in respect of any Losses or Claims incurred or suffered by the Province as the result of such reliance by the Province.