Common use of Resignation; Deemed Offer to Resign Clause in Contracts

Resignation; Deemed Offer to Resign. The Operator may resign upon 60 days prior notice to the Management Committee, in which case the Management Committee shall appoint an Operator. If any of the following shall occur, the Operator shall be deemed to have offered to resign, which offer may be accepted by the Management Committee, if at all, within 60 days following such deemed offer: a) The Operator fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 days after notice from the Management Committee demanding performance; or b) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; or c) The Operator commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d) Entry is made against the Operator of a judgment decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Appears in 2 contracts

Samples: Joint Venture Agreement (Stirrup Creek Gold LTD), Joint Venture Agreement (Stirrup Creek Gold LTD)

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Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than six (6) months' prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Manager by notice to the resigning Participant within sixty (60) days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Participant at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which the Manager shall not be entitled to vote. The other Participant may appoint itself or a third party as the Manager. (a) The Operator aggregate Participating Interest of the Manager and its Affiliates becomes less than forty percent (40%); (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Participant demanding performance; or; b(c) The Manager fails to pay or contest in good faith its bills and Business debts as such obligations become due; (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; orManager; c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under SUBSECTIONS (D), (E) or (F) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 2 contracts

Samples: Agreement (Gryphon Gold Corp), Agreement (Golden Phoenix Minerals Inc /Mn/)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than three (3) months' prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Manager by notice to the resigning Participant within thirty (30) days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Participant at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which the Manager shall not be entitled to vote and at which the other Participant may appoint itself or a third party as the Manager. (a) The Operator the aggregate Participating Interest of the Manager and its Affiliates becomes less than fifty percent (50%); (b) the Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Participant demanding performance; or; b(c) A the Manager fails to pay or contest in good faith its bills and Business debts as such obligations become due; (d) a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; orManager; c(e) The Operator the Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 2 contracts

Samples: Equity Participation and Earn in Agreement (Entree Gold Inc), Equity Participation and Earn in Agreement (Entree Gold Inc)

Resignation; Deemed Offer to Resign. (a) The Operator Manager may resign upon 60 days three months’ prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operator. other Participant may elect to become the new Manager by notice to the resigning Participant within 60 days after the notice of resignation. (b) If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant, if at all, within 60 90 days following such deemed offer: a(1) The Operator Participating Interest of the Manager becomes less than 50%; or (2) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 60 days after notice from the Management Committee other Participant demanding performance; or b(3) The Manager fails to pay or contest in good faith its bills within 60 days after they are due. (c) If (1) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its the Manager’s assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or c(2) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts or the debts of the Participants arising under this Agreement as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(3) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect; the Manager shall be deemed to have resigned without any action by the other Participant. (d) If a petition for relief under the federal bankruptcy laws is filed by or against the Manager, and the removal of the Manager is prevented by the federal bankruptcy court, the Participants shall comprise an interim operating committee to serve until the Manager has elected to reject or assume this Agreement pursuant to the Bankruptcy Code, and an election to reject this Agreement by the Manager as a debtor in possession, or by a trustee in bankruptcy, shall be deemed a resignation as the Manager without any action by the other Participant. During the period of time the operating committee controls Operations, a third party acceptable to the non-managing Participant, the Manager and the federal bankruptcy court shall be selected as a member of the operating committee, and all actions shall require the approval of two members of the operating committee without regard to their interest in the Properties.

Appears in 2 contracts

Samples: Mining Venture Agreement (Crested Corp), Mining Venture Agreement (Us Energy Corp)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than nine (9) months’ prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Manager by notice to the resigning Participant within thirty (30) days after the notice of resignation. If any of the following shall occur, at the Operator option of the other Participant, the Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Participant at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which the Manager shall not be entitled to vote. The other Participant may appoint itself or a third party as the Manager. (a) The Operator aggregate Participating Interest of the Manager and its Affiliates becomes less than fifty percent (50%); (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Participant demanding performance; or; b(c) The Manager fails to pay or contest in good faith its bills and Business debts as such obligations become due; (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; orManager; c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Exploration, Development and Mine Operating Agreement (Thompson Creek Metals CO Inc.)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon not less than 60 days days’ prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Manager by notice to the resigning Participant within 30 days after receipt of the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Participant at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which the Manager shall not be entitled to vote. The other Participant may appoint itself or a third party as the Manager. (a) The Operator aggregate Participating Interest of the Manager or any of its Affiliates becomes less than 50 percent; (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 days after notice from the Management Committee other Participant demanding performance, subject to the Manager’s right to dispute the assertion that it has failed to perform the material obligation in question; (c) The Manager generally fails to pay or contest in good faith its bills and Business debts as such obligations become due; orTABLE OF CONTENTS (continued) Page b(d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; orManager; c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections 8.4(d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Mine Development and Operating Agreement (Apollo Gold Corp)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than three (3) months' prior notice to the Management Committeeother Member, in which case the Management Committee shall appoint an Operatorother Member may elect to become the new Manager by notice to the resigning Member within five (5) days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Member at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which the Manager shall not be entitled to vote. The other Member may appoint itself or a third party as the Manager. (a) The Operator aggregate Ownership Interest of the Manager and its Affiliates or Related Parties becomes less than twenty- five percent (25%); (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Member demanding performance; or; b(c) The Manager fails to pay or contest in good faith Company bills and Company debts as such obligations become due and the Manager fails to keep the Assets free from liens or Encumbrances resulting therefrom except for those resulting from a bona fide dispute as to such obligations; (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in to by the Operator; orManager; c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager or a substantial part of its Ownership Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Members' Agreement (Great Plains Energy Inc)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than three months’ prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Manager by notice to the resigning Participant within 30 days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Participant at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which the Manager shall not be entitled to vote. The other Participant may appoint itself or a third party as the Manager. a) 1. The Operator aggregate Participating Interest of the Manager and its Affiliates becomes less than 50%; 2. The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 60 days after notice from the Management Committee other Participant demanding performance; or; b) 3. The Manager fails to pay or contest in good faith its bills and Business debts as such obligations become due; 4. A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; orManager; c) 5. The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d) 6. Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Exploration, Development and Mine Operating Agreement (Midway Gold Corp)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days 90 days' prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Manager by notice to the resigning Participant within 30 days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant, if at all, within 60 30 days following such deemed offer: (a) The Operator Participating Interest of the Manager becomes less than 50%; or (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 60 days after notice from the Management Committee other Participant demanding performance; or b(c) The Manager fails to pay or contest in good faith its bills within 60 days after they are due; or (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator sequestrator, or similar official for a substantial part of its the Manager's assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or c(e) The Operator Manager (1) commences a voluntary case under any applicable bankruptcy, insolvency insolvency, or similar law now or hereafter in effect; or , (2) consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator sequestrator, or other similar official of any substantial part of its assets; or , (3) makes a general assignment for the benefit of creditors; or , (4) fails generally to pay its or Venture debts as such debts become due; , or (5) takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment decree judgment, decree, or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency insolvency, or other similar law of any jurisdiction now or hereafter in effect.

Appears in 1 contract

Samples: Mining Venture Agreement (Teryl Resources Corp)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days 3 months' prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Manager by notice to the resigning Participant within 30 days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant, if at all, within 60 90 days following such deemed offer: (a) The Operator Participating Interest of the Manager with respect to any Exploration Area or Production Area becomes less than that of another Participant; or (b) The Manager fails to perform or in good faith commence a material obligation imposed upon it under this Agreement and such action to cure said failure continues for a period of 30 is not initiated within 60 days after notice from the Management Committee other Participant demanding performance; or b(c) The Manager fails to pay or contest in good faith its bills within 60 days after they are due; or (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its or Venture debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Appears in 1 contract

Samples: Operating Agreement (Hecla Mining Co/De/)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days three months' prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Manager by notice to the resigning Participant within 20 days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant, if at all, within 60 90 days following such deemed offer: (a) Except as contemplated in Sections 5.2 and 5.3(a), the Participating Interest of the Manager becomes less than 50%; or (b) The Operator Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 60 days after notice from the Management Committee other Participant demanding performance; or b(c) The Manager fails to pay or contest in good faith its bills within 60 days after they are due; or (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, by or acquiesced in by the OperatorManager; or c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its or Venture debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Appears in 1 contract

Samples: Mining Venture Agreement (Novagold Resources Inc)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days months'’ prior notice to the Management Committeeother ParticipantMember, in which case the Management Committee shall appoint an Operatorother ParticipantMember may elect to become the new Manager by notice to the resigning ParticipantMember within days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother ParticipantMember, if at all, within 60 90 days following such deemed offer: (a) The Operator ParticipatingPercentage Interest of the Manager becomes less than 50%; or (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 60 days after notice from the Management Committee other ParticipantMember demanding performance; or b(c) The Manager fails to pay or contest in good faith itsCompany bills and Company debts within 60 days after they are due; or (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors: or; or fails generally to pay its or Venturethe Company’s debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Resignation; Deemed Offer to Resign. The Operator If Hecla Ventures resigns or is deemed to resign as Manager, (voluntary resignation may resign only be made upon 60 days three months' prior written notice to the Management Committeeother Participant) prior to completion of its Earn-In Activities without the consent of Rodeo Creek, this Earn-In Agreement will be deemed to have terminated subject to the provisions of withdrawal and termination in which case the Management Committee shall appoint an OperatorArticle 8. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant, if at all, at any time within 60 ninety (90) days following such deemed offer: a(1) Manager terminates this Agreement pursuant to Article VIII; or (2) The Operator Manager fails to perform or in good faith, commence a material obligation imposed upon it under this Agreement and such action to cure said failure continues for a period of 30 is not initiated within thirty (30) days after notice from the Management Committee other Participant demanding performance; or b(3) The Manager fails to pay or contest in good faith its debts within sixty (60) days after they are due; or (4) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or c(5) The Operator commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or Manager fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoingthereto; or d(6) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Appears in 1 contract

Samples: Earn in Agreement (Hecla Mining Co/De/)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than six (6) months’ prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operator. If any other Participant may elect to become the new Manager by notice to the resigning Participant within sixty (60) days after receipt of the following shall occur, the Operator notice of resignation. The Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the other Participant to resign, which offer may be accepted by appoint itself or a third party as the successor Manager at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which the Manager shall not be entitled to vote. (a) The Operator aggregate Participating Interest of the other Participant and its Affiliates becomes greater than fifty percent (50%); (b) Except for conditions of Force Majeure, the Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Participant demanding performance; or; b(c) The Manager fails to pay or contest in good faith its bills and Business debts as such obligations become due; (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; orManager; c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Exploration, Development and Mine Operating Agreement (Canyon Resources Corp)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days one month’s prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Manager by notice to the resigning Participant within 30 days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant, if at all, within 60 ninety (90) days following such deemed offer: (a) The Operator Participating Interest of the Manager becomes less than fifty percent (50%); or (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues with no steps toward cure for a period of 30 sixty (60) days after notice from the Management Committee other Participant demanding performance; or b(c) A receiver, liquidator, assignee, custodian, trustee, sequestrator The Manager fails to pay or similar official for a substantial part of contest in good faith its assets is appointed and such appointment is neither made ineffective nor discharged material bills within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operatorthey are due; or c(d) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its or Joint Venture debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(e) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Appears in 1 contract

Samples: Mining Earn in and Joint Venture Agreement (Pan American Lithium Corp)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than two (2) months' prior notice to the Management Committeeother Member, in which case the Management Committee shall appoint an Operatorother Member may elect to become the new Manager by notice to the resigning Member within ten (10) days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Sections, with the successor Manager to resign, which offer may be accepted appointed by the other Member at a subsequently called meeting of the Management Committee, at which the Manager shall not be entitled to vote. The other Member, or if at allthere are more than two (2) Members, within 60 days following such deemed offer:the Member having the greatest aggregate Ownership Interest, may appoint itself or a third party as the Manager. a9.4.1 The aggregate Ownership Interest of the Manager and its Affiliates becomes less than fifty (50%), or, if there are more than two (2) Members, the aggregate Ownership Interest of the Manager and its Affiliates becomes less than the aggregate Ownership Interest of any other Member and its Affiliates; 9.4.2 The Operator Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Member demanding performance; or; b) 9.4.3 The Manager fails to pay or contest in good faith Company bills and Company debts as such obligations become due; 9.4.4 A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in to by the Operator; orManager; c) 9.4.5 The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d) 9.4.6 Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager or a substantial part of its Ownership Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Sections 9.4.4, 9.4.5 or 9.4.6 above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Joint Venture Agreement (Vista Gold Corp)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than six (6) months' prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Manager by notice to the resigning Participant within thirty (30) days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Participant at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which meeting the incumbent Manager shall not be entitled to vote. The other Participant may appoint itself or a third party as the Manager. (a) The Operator aggregate Participating Interest of the Manager and its Affiliates becomes less than the Participating Interest of any other Participant; (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Participant demanding performance; or; b(c) The Manager fails to pay or contest in good faith its bills and Business debts as such obligations become due; (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; orManager; c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Exploration, Development and Mine Operating Agreement (Royal Gold Inc /De/)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days one month’s prior notice to the Management Committee, in which case the Management Committee shall appoint an Operatorother Participant. If any of the following shall occur, occur the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant other than the Manager, if at all, within 60 days following such deemed offer: (a) The Operator the Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 does not within 60 days after notice from the Management Committee demanding performanceperformance commence in good faith to remedy the failure or to take steps to prevent its recurrence; or (b) A a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, thereof or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or (c) The Operator the Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other such similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or (d) Entry the Manager defaults in its obligation to pay a contribution or cash call hereunder; or (e) the Participating Interest of the Manager is made against the Operator reduced by operation of Section 5.3 or SubSection 9.4(d) and, after such reduction, another Participant holds a judgment decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effectlarger Participating Interest.

Appears in 1 contract

Samples: Property Option Agreement

Resignation; Deemed Offer to Resign. The Operator Member acting as Manager may resign upon 60 days ninety (90) days’ prior notice to the Management Committeeother Member, in which case the other Member may elect to become the new Manager by notice to the resigning Member within thirty (30) days after the notice of resignation; provided that if the other Member does not make such an election within such thirty (30) day period, a new Manager shall be appointed by the Management Committee shall appoint an OperatorCommittee. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Member, if at all, within 60 ninety (90) days following such deemed offer: (a) During the Joint Funding Period, the Percentage Interest of such Member becomes less than fifty percent (50%); provided that during the Joint Funding Period, Royal shall not be deemed to have offered to resign as Manager so long as its Percentage Interest is at least forty percent (40%); or (b) The Operator Manager fails to materially perform a material an obligation imposed upon it the Manager under this Agreement or fails to conduct Operations in accordance with the standard of care specified in Section 8.3 and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Member demanding performance; or b(c) Provided sufficient funds are available in the Business Account, the Manager fails to pay or contest in good faith Company bills and Company debts within sixty (60) days after they are due; or (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its such Member’s assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; such Member, or c(e) The Operator Such Member commences a voluntary case under any applicable bankruptcy, insolvency or similar law Law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law Law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its or the Company’s debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator such Member of a judgment judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law Law of any jurisdiction now or hereafter in effect; or (g) A Member who serves as Manager breaches its representations and warranties, any covenants or other terms of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Contango ORE, Inc.)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days thirty (30) days' prior written notice to the Management Committee, in which case the other Participant may elect to become the new Manager by notice to the Management Committee within thirty (30) days after the aforesaid notice of resignation and, in the event that there are more than one other Participants and more than one so elects, the new Manager shall appoint an Operatorbe determined by a vote of the Management Committee. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may be accepted by the Management Committeeother Participant, if at all, within 60 ninety (90) days following such deemed offer: (a) The Operator the Participating Interest of the Manager (inclusive of any entity claiming through the Manager as provided in Section 13.3(f)) ceases to be the highest among the Participants; provided, however, that in the event the Manager transfers its Participating Interest to an Affiliate, such Affiliate shall automatically become the Manager; (b) the Manager fails to perform a material obligation imposed upon it under this Agreement Agreement, and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Participant demanding performance; or; b(c) A subject to availability of funds in the Joint Account, the Manager fails to pay its bills pertaining to Operations within ninety (90) days after they are due, unless the Manager is contesting such unpaid bills in good faith; (d) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for is appointed over a substantial part of its assets is appointed the Manager's assets, and such appointment is neither made ineffective nor discharged within 60 thirty (30) days after the making thereof, or such appointment is consented to, requested by, by or acquiesced in by the Operator; orManager; c(e) The Operator the Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as manager or affecting a substantial part of its Participating Interest or other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Sections 8.4(d), 8.4(e) or 8.4(f), any appointment of a successor Manager shall be deemed to pre-date the event causing a deemed offer of resignation.

Appears in 1 contract

Samples: Option and Joint Venture Agreement

Resignation; Deemed Offer to Resign. The Operator may resign upon 60 days prior notice to the Management Committee, in which case the Management Committee shall appoint an Operator. If any of the following shall occur, the Operator shall be deemed to have offered to resign, which offer may be accepted by the Management Committee, if at all, within 60 days following such deemed offer: (a) The Operator fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 days after notice from the Management Committee demanding performance; or (b) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; or (c) The Operator commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or (d) Entry is made against the Operator of a judgment decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Appears in 1 contract

Samples: Joint Venture Agreement (Stirrup Creek Gold LTD)

Resignation; Deemed Offer to Resign. The Operator may resign upon 60 days not less than 120 days' prior notice to the Management CommitteeCompany, in which case the Management Committee shall appoint an Operatorother Member in the Company may elect to become the new Operator by notice to the resigning Operator within 30 days after receipt of the notice of resignation. If any of the following shall occur, the Operator shall be deemed to have offered resigned upon the occurrence of the event described in each of the following subsections, with the successor Operator to resignbe appointed by the other Member at a subsequently called meeting of the Management Committee, at which offer the Operator shall not be entitled to vote. The other Member of the Company may appoint itself or a third party as the Operator. If a third party is appointed as the Operator, the third party must execute an Operating and Management Agreement containing terms and conditions substantially similar to the terms set forth herein, except that the third party operator may be accepted removed at anytime, with or without cause, by the Management Committee, if at all, within 60 days following such deemed offer:. (a) The removal of the Operator fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 days after notice from the Management Committee demanding performance; or"good cause" as defined within Section 19.1; (b) A receiver, liquidator, assignee, custodian, trustee, sequestrator sequestrator, or similar official for a substantial part of its the Operator's assets is appointed and such the appointment is neither made ineffective nor discharged within 60 days after the making thereof. (c) The Operator fails to pay or contest in good faith its bills and business debts as they become due and such failure would reasonably be expected to have a material adverse effect on (i) the condition (financial or otherwise), business, assets or results of operations of the Operator, or such appointment is consented to, requested by, or acquiesced in by (ii) the Operator; orability of the Operator to perform its obligations under this Agreement; c(d) The Operator commences a voluntary case under any applicable bankruptcy, insolvency insolvency, or similar law Law now or hereafter in effect; or consents to to, requests, or acquiesces in the entry of an order for relief in an involuntary case under any such law Law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator sequestrator, or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or; d(e) Entry is made against the Operator of a judgment decree A judgment, decree, or order for relief affecting is entered against the Operator that materially affects its ability to serve as the Operator, or materially affects a substantial part of its interest in the Company or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency insolvency, or other similar law Law of any jurisdiction now or hereafter in effect; or (f) A successful challenge of the Operator, as provided for in Section 19.4. Under Subsections (b), (c), or (d) above, the appointment of a successor Operator shall be deemed to pre-date the event causing the deemed resignation.

Appears in 1 contract

Samples: Operating and Management Agreement (Crown Energy Corp)

Resignation; Deemed Offer to Resign. The Operator Each of the Project Managing Director and the Managing Director may resign as such upon 60 days thirty (30) days’ prior written notice to the Management CommitteeSteering Committee or the Board/Manager, in which as the case the Management Committee shall appoint an Operatormay be. If any of the following shall occur, the Operator Project Managing Director or the Managing Director, as the case may be, shall be deemed to have offered to resign, which offer may be accepted by the Management Committee, if at all, within 60 days following such deemed offer: (a) The Operator the aggregate Participating Interest of the Managing Director and its Affiliates ceases to be the highest among the Participants and their respective Affiliates after the Funding Completion Date; (b) the Managing Director or the Project Managing Director fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee demanding performance; orother Participant; b(c) A subject to availability of funds in the accounts of the Project Holding Company , the Managing Director fails to pay bills pertaining to Operations within ninety (90) days after they are due, unless the Managing Director is contesting such unpaid bills in good faith; (d) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for or over a substantial part of its assets is appointed and such the Project Managing Director’s or the Managing Director's assets, which appointment is neither made ineffective nor discharged within 60 thirty (30) days after the making thereof, or such appointment is consented to, requested by, by or acquiesced in by the Operator; orManaging Director; c(e) The Operator the Managing Director or the Project Managing Director commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or , consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiverlaw, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; creditors or takes corporate or other action in furtherance of any of the foregoing; (f) if Tonogold is the Managing Director, a material breach hereof by Tonogold and such breach continues for a period of thirty (30) days after notice from the other Participant; or d(g) Entry entry is made against the Operator Managing Director of a judgment judgment, decree or order for relief affecting its ability to serve as manager of the Project Holding Company or affecting its Participating Interest or a substantial part material portion of its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency jurisdiction. The Managing Director or the Project Managing Director shall immediate written notice to the other similar law Participant of any jurisdiction now or hereafter in effectevents which would give rise to any such deemed offer as well as of the occurrence of any such deemed offer. Any such offer may be accepted by the other Participant at any time prior to the expiration of ninety (90) days following such notice. If more than one event occurs that would constitute a deemed offer, such deemed offer shall occur upon each such event. In the event of any resignation of deemed offer to reign which is accepted, the other Participant may elect to become the new Managing Director by notice to the Board/Manager within thirty (30) days after such notice of resignation. If the other Participant does not so elect, the new Managing Director shall be determined by mutual agreement of the Participants.

Appears in 1 contract

Samples: Option Agreement (Comstock Mining Inc.)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than two (2) months’ prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Manager by notice to the resigning Participant within thirty (30) days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Participant at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which the Manager shall not be entitled to vote. The other Participant may appoint itself or a third party as the Manager. (a) The Operator aggregate Participating Interest of the Manager and its Affiliates becomes less than ten percent (10%); (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Participant demanding performance; or, unless the Manager in good faith disputes the existence of such a default; b(c) The Manager consistently fails to pay or contest in good faith Business bills and debts in the ordinary course as such obligations become due; (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; orManager; c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Mine Operating and Improvements Agreement (Americas Gold & Silver Corp)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days thirty (30) day’s prior notice to the Management Committee, in which case the other Participant may elect to become the new Manager by notice to the Management Committee shall appoint an Operatorwithin thirty (30) days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant, if at all, within 60 ninety (90) days following such deemed offer: a8.4.1 subject to Section 8.1, the Participating Interest of the Manager (inclusive of any entity claiming through the Manager as provided in Subsection 13.2.7) The Operator ceases to be the highest between the Participants, provided; however, that in the event the Manager transfers its Participating Interest to an Affiliate, such Affiliate shall automatically become the Manager; or 8.4.2 the Manager fails to perform a material obligation imposed upon it under this Agreement Agreement, and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Participant demanding performance; or b8.4.3 the Manager fails to pay the Venture’s bills within ninety (90) A days after they are due, unless the Manager contests such bills in good faith; or 8.4.4 the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official is appointed for a substantial part of its assets is appointed the Manager’s assets, and such appointment is neither made ineffective nor discharged within 60 thirty (30) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or c) The Operator 8.4.5 the Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d) Entry 8.4.6 entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections 8.4.4, 8.4.5 or 8.4.6 above, any appointment of a successor Manager shall be deemed to pre-date the event causing a deemed offer of resignation.

Appears in 1 contract

Samples: Venture Agreement (Miranda Gold Corp)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than two (2) months’ prior notice to the Management Committeeother Participants, in which case the Management Committee shall appoint an Operatorother Participants may elect to become the new Manager(s) by notice to the resigning Participant within fifteen (15) days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Participant(s) at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which the Manager shall not be entitled to vote. The other Participant(s) may appoint one of themselves or a third party as the Manager. (a) The Operator aggregate Participating Interest of the Manager and its Affiliates becomes less than 10%; (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Participants demanding performance; or; b(c) The Manager fails to pay or contest in good faith its bills and Business debts as such obligations become due; (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; orManager; c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Exploration, Development and Mine Operating Agreement (Hecla Mining Co/De/)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than three (3) months’ prior notice Notice to the Management Committeeother Member, in which case the Management Committee shall appoint an Operatorother Member may elect to become the new Manager by notice to the resigning Member within thirty (30) days after the Notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Member at a subsequently called meeting of the Management Committee, at which the Manager, if at alla Member, within 60 days following such deemed offer:shall not be entitled to vote. The other Member may appoint itself or a third party as the Manager. (a) As to TargetSub, as the initial Manager, if its Membership Interest after completing its Initial Contribution becomes less than 50%; (b) The Operator Manager fails to perform a material obligation imposed upon it under this Agreement and and, except for the obligations of TargetSub under Section 5.5 or Section 5.7, such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Member demanding performance; or; b(c) The Manager fails to pay or contest in good faith Company bills and debts as such obligations become due; (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; orManager; c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law Law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law applicable Law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting a substantial part of its assets ability to serve as Manager by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Exploration, Development & Mine Operating Agreement (Crosshair Exploration & Mining Corp)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days months’ prior notice to the Management Committeeother Member, in which case the Management Committee shall appoint an Operatorother Member may elect to become the new Manager by notice to the resigning Member within days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered to 26 Environmental and Continuing Obligation provisions in Sections 8.2(p), (q) and (r) have been added from Form 5A LLC. See supra note 14. resign, which offer may shall be accepted by the Management Committeeother Member, if at all, within 60 90 days following such deemed offer: (a) The Operator Percentage Interest of the Manager becomes less than 50%; or (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 60 days after notice from the Management Committee other Member demanding performance; or b(c) The Manager fails to pay or contest in good faith Company bills and Company debts within 60 days after they are due; or (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its or the Company’s debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Resignation; Deemed Offer to Resign. The Operator If Hecla Ventures resigns or is deemed to resign as Manager, (voluntary resignation may resign only be made upon 60 days three months' prior written notice to the Management Committeeother Participant) prior to completion of its Earn - In Activities without the consent of Rodeo Creek, this Earn - In Agreement will be deemed to have terminated subject to the provisions of withdrawal and termination in which case the Management Committee shall appoint an OperatorArticle 8. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant, if at all, at any time within 60 ninety (90) days following such deemed offer: a(1) Manager terminates this Agreement pursuant to Article VIII; or (2) The Operator Manager fails to perform or in good faith, commence a material obligation imposed upon it under this Agreement and such action to cure said failure continues for a period of 30 is not initiated within thirty (30) days after notice from the Management Committee other Participant demanding performance; or b(3) The Manager fails to pay or contest in good faith its debts within sixty (60) days after they are due; or (4) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or c(5) The Operator commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or Manager fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoingthereto; or d(6) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Appears in 1 contract

Samples: Earn in Agreement (Great Basin Gold LTD)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days thirty (30) days' prior notice to the Management Committee, in which case the Management Committee shall appoint an Operatorother Participant. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant, if at all, within 60 ninety (90) days following such deemed offer: a(i) The Operator the Participating Interest of the Manager becomes less than fifty percent (50%); or (ii) the Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 thirty (30) days after written notice from the Management Committee other Participant demanding performance; or b(iii) A the Manager fails to pay or contest in good faith its bills within thirty (30) days after receiving written notice that they are due; or (iv) a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after receiving written notice of the making thereof, or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or c(v) The Operator the Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its or Venture debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(vi) Entry entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Appears in 1 contract

Samples: Joint Venture Agreement (Aurora Metals Bvi LTD)

Resignation; Deemed Offer to Resign. The Operator Prior to the Stand-Alone Date, the Manager may resign upon 60 days not less than one month’s prior notice to the Management Committeeother Member, in which case the Management Committee shall appoint an Operatorother Member may elect to become the new Manager by notice to the resigning Member within ten (10) days after the notice of resignation. If any of the following shall occuroccur prior to the Stand-Alone Date, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Sections, with the successor Manager to resign, which offer may be accepted appointed by the other Member at a subsequently called meeting of the Management Committee, if at allwhich the Manager shall not be entitled to vote. The other Member may appoint itself or a third party as the Manager. 5.4.1 The aggregate Ownership Interest of the Manager and its Affiliates becomes less than fifty (50%); 5.4.2 Subject to the provisions of Section 5.3, within 60 days following such deemed offer: a) The Operator the Manager fails to perform a material obligation imposed upon it under this Agreement Agreement, including preparation of Programs and Budgets, and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Member demanding performance; orperformance subject to the Manager’s right to dispute the assertion that it has failed to perform the material obligation in question; b) 5.4.3 A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in to by the OperatorManager; or c) The Operator commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d) 5.4.4 Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager or a substantial part of its Ownership Interest or its other assets by a court of competent jurisdiction in an involuntary a case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Sections 5.4.3 or 5.4.4 above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Operating Agreement (Golden Phoenix Minerals Inc /Mn/)

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Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days three ----------------------------------- months' prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Manager by notice to the resigning Participant within 30 days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant, if at all, within 60 90 days following such deemed offer: (a) After the Company has made its Initial Contribution, the Participating Interest of the Manager becomes less than 50%; or (b) The Operator Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 60 days after notice from the Management Committee other Participant demanding performance; or b(c) The Manager fails to pay or contest in good faith its bills within 60 days after they are due; or (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its or Venture debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Appears in 1 contract

Samples: Mining Venture Agreement (Western Goldfields Inc)

Resignation; Deemed Offer to Resign. The Operator Manager may offer to resign upon 60 not less than thirty (30) days prior notice Notice to the Management Committee, in which case the other Participant may select the successor Manager by Notice to the Management Committee shall within thirty (30) days after the Notice of resignation, and may appoint an Operatoritself or a third party as the successor Manager. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant (along with the appointment of a successor Manager), if at all, within 60 ninety (90) days following such deemed offer: a8.4.1 the Participating Interest of the Manager (including that of its Affiliates) The Operator becomes less than 50% for any reason other than the transfer, grant or assignment by the Manager to an Affiliate of all or any part of its interest in or to this Agreement, its Participating Interest, or the Assets; or 8.4.2 the Manager fails to perform a material obligation imposed upon it under this Agreement Agreement, and such failure continues for a period of 30 sixty (60) days after notice Notice from the Management Committee other Participant demanding performance; or b) A 8.4.3 the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official is appointed for a substantial part of its assets is appointed the Manager’s assets, and such appointment is neither made ineffective nor discharged within 60 thirty (30) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or c) The Operator 8.4.4 the Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d) Entry 8.4.5 entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Appears in 1 contract

Samples: Mill Venture Agreement (New Jersey Mining Co)

Resignation; Deemed Offer to Resign. The Operator Except during the period following the Effective Date of this Agreement up to and including the Funding Obligation Date, the Manager may resign upon 60 days three months' prior notice to the Management Committeeother Member, in which case the Management Committee other Member may elect to become the new Manager by notice to the Member that is resigning as Manager within 30 days after the notice of resignation. In the case of any resignation as Manager by BACTECHMANAGER, TSVLP shall appoint an Operatorbe deemed to be the other Member and BACTECH shall be deemed to be the resigning Member for purposes of this Section 9.4. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Member, if at all, within 60 30 days following such deemed offer: (a) If BACTECH's Ownership Interest becomes less than fifty percent (50%) and the Ownership Interest of TSVLP and USEC, collectively, exceeds BACTECH's Ownership Interest; or (b) The Operator Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 days after notice from the Management Committee other Member(s) demanding performanceperformance provided that such failure does not result from the failure of the Members to perform acts or to contribute amounts required of them by this Agreement; or b(c) The Manager fails to pay or contest in good faith the bills of the Company within 60 days after they are due; or (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its the assets of the Manager is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assetsthe assets of the Manager; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Appears in 1 contract

Samples: Operating Agreement (U S Gold Corp)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than one (1) months' prior notice to the Management Committeeother Member, in which case the Management Committee shall appoint an Operatorother Member may elect to become the new Manager by notice to the resigning Member within ten (10) days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Member at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which the Manager shall not be entitled to vote. The other Member may appoint itself or a third party as the Manager. (a) The Operator aggregate Ownership Interest of the Manager and its Affiliates becomes less than thirty percent (30%); (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Member demanding performance; or; b(c) The Manager fails to pay or contest in good faith Company bills and Company debts as such obligations become due; (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in to by the Operator; orManager; c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d) Entry is made against the Operator of a judgment decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Appears in 1 contract

Samples: Members' Agreement (Battle Mountain Gold Exploration Corp.)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than three (3) months’ prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Manager by notice to the resigning Participant within ten (10) days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Participant at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which the Manager shall not be entitled to vote. The other Participant may appoint itself or a third party as the Manager. (a) The Operator aggregate Participating Interest of the Manager and its Affiliates becomes less than fifty percent (50%); (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Participant demanding performance; or; b(c) The Manager fails to pay or contest in good faith its bills and Business debts, or the bills and Business Debts of the Business, as such obligations become due; (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its the Manager’s assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; orManager; c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Exploration, Development and Mine Operating Agreement (Miranda Gold Corp)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than two (2) months’ prior notice to the Management Committeeother Member, in which case the Management Committee shall appoint an Operatorother Member may elect to become the new Manager by notice to the resigning Member within ten (10) days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Sections, with the successor Manager to resign, which offer may be accepted appointed by the other Member at a subsequently called meeting of the Management Committee, at which the Manager shall not be entitled to vote. The other Member, or if at allthere are more than two (2) Members, within 60 days following such deemed offer:the Member having the greatest aggregate Ownership Interest, may appoint itself or a third party as the Manager. a9.4.1 The aggregate Ownership Interest of the Manager and its Affiliates becomes less than fifty (50%), or, if there are more than two (2) Members, the aggregate Ownership Interest of the Manager and its Affiliates becomes less than the aggregate Ownership Interest of any other Member and its Affiliates; 9.4.2 The Operator Manager fails to perform a material obligation imposed upon it under this Agreement Agreement, including preparation of Programs and Budgets, and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Member demanding performance; or; b) 9.4.3 The Manager fails to pay or contest in good faith Company bills and Company debts as such obligations become due; 9.4.4 A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in to by the Operator; orManager; c) 9.4.5 The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d) 9.4.6 Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager or a substantial part of its Ownership Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Sections 9.4.4, 9.4.5 or 9.4.6 above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Securities Purchase Agreement (American International Ventures Inc /De/)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days one month’s prior notice to the Management Committee, in which case the Management Committee shall appoint an Operatorother Participant. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant, if at all, within 60 30 days following such deemed offer: (a) The Operator the aggregate Participating Interest of the Manager and its Affiliates becomes less than 50% and the Participant with the majority Participating Interest giving 30 days notice to the other Participant that it will be taking over as Manager; (b) the Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 does not within 60 days after notice from the Management Committee demanding performance; orperformance commence in good faith to remedy the failure or to take steps to prevent its recurrence; b(c) A a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or c(d) The Operator the Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other such similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; . If the Manager resigns or if its offer to resign is accepted the other Participant or d) Entry is made against , if more than one, the Operator other Participant with the largest Participating Interest may elect to become the new Manager by notice to the resigning Participant within 30 days after the notice of a judgment decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effectresignation.

Appears in 1 contract

Samples: Option Agreement (Radius Gold Inc.)

Resignation; Deemed Offer to Resign. The Operator may resign upon 60 days one month's prior notice to the Management Committee, in which case the Management Committee shall appoint an Operatorother Participant. If any of the following shall occur, the Operator shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant, if at all, within 60 30 days following such deemed offer: (a) The the Operator’s Participating Interest drops below 50%; (b) the Operator fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 does not within 60 days after notice from the Management Committee demanding performanceperformance commence in good faith to remedy the failure or to take steps to prevent its recurrence; or b(c) A a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; or c(d) The the Operator commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other such similar official of any substantial part of its assets; , or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(e) Entry is made against the Operator defaults in its obligation to pay a contribution or cash call hereunder. If the Operator resigns or if its offer to resign is accepted the other Participant may elect to become the new Operator by notice to the resigning Participant within 30 days after the notice of a judgment decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effectresignation.

Appears in 1 contract

Samples: Joint Venture Agreement (Fronteer Development Group Inc)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than three (3) months’ prior notice to the Management Committeeother Member, in which case the Management Committee shall appoint an Operatorother Member may elect to become the new Manager by notice to the resigning Member within thirty (30) days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Member at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which the Manager shall not be entitled to vote. The other Member may appoint itself or a third party as the Manager. (a) The Operator aggregate Ownership Interest of the Manager and its Affiliates becomes less than Fifty percent (50%); (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Member demanding performance; or; b(c) The Manager fails to pay or contest in good faith Company bills and Company debts as such obligations become due; (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in to by the Operator; orManager; c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager or a substantial part of its Ownership Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Members’ Agreement (Thunder Mountain Gold Inc)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than sixty (60) days' prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Manager by Notice to the resigning Participant within sixty (60) days after the Notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Participant at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which the Manager shall not be entitled to vote. The other Participant may appoint itself or a third party as the Manager. (a) The Operator aggregate Participating Interest of the Manager and its Affiliates becomes less than fifty percent (50%); (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice Notice from the Management Committee other Participant demanding performance; or; b(c) The Manager fails to pay or contest in good faith its bills and Venture debts as such obligations become due; (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; orManager; c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law Law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law Law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law Law of any jurisdiction now or hereafter in effect. Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Venture Agreement (Uranerz Energy Corp.)

Resignation; Deemed Offer to Resign. The Operator may resign upon 60 days not less than 30 days' prior written notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Operator by written notice to the resigning Participant within 30 days after receipt of the notice of resignation. If any of the following shall occur, the Operator shall be deemed to have offered resigned upon the occurrence of the event described, with the successor Operator to resign, be appointed by the other Participant (which offer may be accepted by such other Participant or any other Person) at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offerwhich the Operator shall not be entitled to vote: (a) The the aggregate Participating Interest of the Operator and its Affiliates becomes less than 50% (including as a result of the transfer or assignment of all or any portion of the Participating Interest); (b) the Operator fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 90 days after notice from the Management Committee other Participant demanding performance; or; b(c) A the Operator fails to pay or contest in good faith its bills and Business debts within 90 days after they are due; (d) a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official is appointed for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; or; c(e) The the Operator commences a voluntary case under any applicable bankruptcy, insolvency or similar law Laws now or hereafter in effect; , or consents to the entry of an order for relief in an involuntary case under any such law Laws, or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; , or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; , or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry entry is made against the Operator of a judgment judgment, decree or order for relief affecting a substantial part of preventing its assets ability to serve as Operator by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law Laws of any jurisdiction now or hereafter in effect. In the event of a deemed resignation in accordance with Sections 8.5(d), 8.5(e) or 8.5(f), the appointment of a successor Operator shall be deemed to pre-date the event causing such deemed resignation.

Appears in 1 contract

Samples: Joint Venture Agreement

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 thirty (30) days prior notice to the Management Committee, in which case the Management Committee shall appoint an Operatorother Participant. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant, if at all, within 60 ninety (90) days following such deemed offer: (a) The Operator Participating interest of the Manager becomes less than fifty percent (50%); or (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 thirty (30) days after written notice from the Management Committee other Participant demanding performance; or b(c) The Manager fails to pay or contest in good faith its bills within thirty (30) days after receiving written notice that they are due; or (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after receiving written notice of the making thereof, or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its or Venture debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Appears in 1 contract

Samples: Joint Venture Agreement (Idaho Consolidated Metals Corp)

Resignation; Deemed Offer to Resign. The Operator may resign upon 60 days not less than 120 days' prior notice to the Management CommitteeCompany, in which case the Management Committee shall appoint an Operatorother Member in the Company may elect to become the new Operator by notice to the resigning Operator within 30 days after receipt of the notice of resignation. If any of the following shall occur, the Operator shall be deemed to have offered resigned upon the occurrence of the event described in each of the following subsections, with the successor Operator to resignbe appointed by the other Member at a subsequently called meeting of the Management Committee, at which offer the Operator shall not be entitled to vote. The other Member of the Company may appoint itself or a third party as the Operator. If a third party is appointed as the Operator, the third party must execute an Operating and Management Agreement containing terms and conditions substantially similar to the terms set forth herein, except that the third party operator may be accepted removed at anytime, with or without cause, by the Management Committee, if at all, within 60 days following such deemed offer:. (a) The removal of the Operator fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 days after notice from the Management Committee demanding performance; or"good cause" as defined within Section 19.1; (b) A receiver, liquidator, assignee, custodian, trustee, sequestrator sequestrator, or similar official for a substantial part of its the Operator's assets is appointed and such the appointment is neither made ineffective nor discharged within 60 days after the making thereof. (c) The Operator fails to pay or contest in good faith its bills and business debts as they become due and such failure would reasonably be expected to have a material adverse effect on (i) the condition (financial or otherwise), business, assets or results of operations of the Operator, or such appointment is consented to, requested by, or acquiesced in by (ii) the Operator; orability of the Operator to perform its obligations under this Agreement; c(d) The Operator commences a voluntary case under any applicable bankruptcy, insolvency insolvency, or similar law Law now or hereafter in effect; or consents to to, requests, or acquiesces in the entry of an order for relief in an involuntary case under any such law Law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator sequestrator, or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or; d(e) Entry is made against the Operator of a judgment decree A judgment, decree, or order for relief affecting is entered against the Operator that materially affects its ability to serve as the Operator, or materially affects a substantial part of its interest in the Company or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency insolvency, or other similar law Law of any jurisdiction now or hereafter in effect; or (f) A successful challenge of the Operator, as provided for in Section 19.4. (g) The Operator sells or transfers to someone other than an Affiliate its interest in the Company. Under Subsections (b), (c), or (d) above, the appointment of a successor Operator shall be deemed to pre-date the event causing the deemed resignation.

Appears in 1 contract

Samples: Operating and Management Agreement (Crown Energy Corp)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon not less than 60 days days’ prior notice to the Management Committeeother JV Participant, in which case the Management Committee shall appoint an Operatorother JV Participant may elect to become the new Manager by notice to the resigning JV Participant within 10 days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following subsections, with the successor Manager to resign, which offer may be accepted appointed by the other JV Participant at a subsequently called meeting of the Management Committee, if at allwhich the Manager shall not be entitled to vote, within 60 days following such deemed offerand the other JV Participant may appoint itself or a third party as the Manager: (a) The Operator fails to perform a material during the Joint Venture Period, the aggregate Participating Interest of the Manager and its Affiliates becomes less than **** (b) the Manager is in Material Breach of an obligation imposed upon it under this Agreement and such failure continues for a period of 30 60 days after notice from the Management Committee other JV Participant demanding performance; or; b(c) A the Manager fails to pay or contest in good faith its bills and Business debts as such obligations become due; (d) a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; orManager; c(e) The Operator the Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager or a substantial part of its Participating Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Sections 15.3(d), 15.3(e) or 15.3(f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Exploration, Development and Mine Operating Agreement (Us Energy Corp)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than three (3) months’ prior notice to the Management Committeeother Member, in which case the Management Committee shall appoint an Operatorother Member may elect to become the new Manager by notice to the resigning Member within fifteen (15) days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Member at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which the Manager shall not be entitled to vote. The other Member may appoint itself or a third party as the Manager. (a) The Operator aggregate Ownership Interest of the Manager and its Affiliates becomes less than fifty percent (50%); (b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Member demanding performance; or; b(c) The Manager fails to pay or contest in good faith Company bills and Company debts as such obligations become due and such failure continues for a period of sixty (60) days after notice from the other Member demanding performance; (d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in to by the Operator; orManager; c(e) The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager or a substantial part of its Ownership Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Operating Agreement (Golden Phoenix Minerals Inc)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than two (2) months prior notice to the Management Committeeother Member, in which case the Management Committee shall appoint an Operatorother Member may elect to become the new Manager by notice to the resigning Member within ten (10) days after the notice of resignation. If Subject to the provisions of Section 9.1, if any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Sections, with the successor Manager to resign, which offer may be accepted appointed by the other Member at a subsequently called meeting of the Management Committee, at which the Manager shall not be entitled to vote. The other Member, or if at allthere are more than two (2) Members, within 60 days following such deemed offer:the Member having the greatest aggregate Ownership Interest, may appoint itself or a third party as the Manager. a9.4.1 The aggregate Ownership Interest of the Manager and its Affiliates becomes less than fifty (50%), or, if there are more than two (2) Members, the aggregate Ownership Interest of the Manager and its Affiliates becomes less than the aggregate Ownership Interest of any other Member and its Affiliates; 9.4.2 The Operator Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Member demanding performance; or; b) 9.4.3 The Manager fails to pay or contest in good faith Company bills and Company debts as such obligations become due; 9.4.4 A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in to by the Operator; orManager; c) 9.4.5 The Operator Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d) 9.4.6 Entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager or a substantial part of its Ownership Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Sections 9.4.4, 9.4.5 or 9.4.6 above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Operating Agreement (Western Goldfields Inc)

Resignation; Deemed Offer to Resign. The Operator Manager may offer to resign upon 60 not less than thirty (30) days prior notice Notice to the Management Committee, in which case the other Participant may select the successor Manager by Notice to the Management Committee shall within thirty (30) days after the Notice of resignation, and may appoint an Operatoritself or a third party as the successor Manager. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resign, which offer may shall be accepted by the Management Committeeother Participant (along with the appointment of a successor Manager), if at all, within 60 ninety (90) days following such deemed offer: a8.4.1 the Participating Interest of the Manager (including that of its Affiliates) The Operator becomes less than 50% for any reason other than the transfer, grant or assignment by the Manager to an Affiliate of all or any part of its interest in or to this Agreement, its Participating Interest, or the Assets; or 8.4.2 the Manager fails to perform a material obligation imposed upon it under this Agreement Agreement, and such failure continues for a period of 30 sixty (60) days after notice Notice from the Management Committee other Participant demanding performance; or b) A 8.4.3 the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official is appointed for a substantial part of its assets is appointed the Manager’s assets, and such appointment is neither made ineffective nor discharged within 60 thirty (30) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the OperatorManager; or c) The Operator 8.4.4 the Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d) Entry 8.4.5 entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections 8.4.4 or 8.4.5 above, any appointment of a successor Manager shall be deemed to pre-date the event causing a deemed offer of resignation.

Appears in 1 contract

Samples: Venture Agreement (New Jersey Mining Co)

Resignation; Deemed Offer to Resign. The Operator Manager may resign upon 60 days not less than three (3) months' prior notice to the Management Committeeother Participant, in which case the Management Committee shall appoint an Operatorother Participant may elect to become the new Manager by notice to the resigning Participant within thirty (30) days after the notice of resignation. If any of the following shall occur, the Operator Manager shall be deemed to have offered resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to resign, which offer may be accepted appointed by the other Participant at a subsequently called meeting of the Management Committee, if at all, within 60 days following such deemed offer:which the Manager shall not be entitled to vote and at which the other Participant may appoint itself or a third party as the Manager. 22326.88636.CGB.2507236.2 (a) The Operator the aggregate Participating Interest of the Manager and its Affiliates becomes less than fifty percent (50%); (b) the Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of 30 sixty (60) days after notice from the Management Committee other Participant demanding performance; or; b(c) A the Manager fails to pay or contest in good faith its bills and Business debts as such obligations become due; (d) a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; orManager; c(e) The Operator the Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails generally to pay its debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or d(f) Entry entry is made against the Operator Manager of a judgment judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect. Under Subsections (d), (e) or (f) above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

Appears in 1 contract

Samples: Equity Participation and Earn in Agreement (Entree Gold Inc)

Resignation; Deemed Offer to Resign. The Operator Manager may resign as Manager of the Venture upon 60 90 days prior written notice to the Management Committeeother Participant, in which case the Management Committee other Participant may elect to become the new Manager by notice to the resigning Participant to such effect within 60 days after receipt of the notice of resignation. Such appointment of the new Manager shall appoint an Operatortake effect immediately upon the resignation of the outgoing Manager taking effect. If any of the following shall occur, the Operator Manager shall be deemed to have offered to resignresign as Manager, which offer may shall be rejected or accepted by the Management Committee, if at all, other Participant within 60 90 days following such deemed offeroffer (and if accepted the other Participant may elect to become the new Manager by notice to the resigning Participant) and in the absence of written acceptance of such resignation by the other Participant within such 90 day period, the Manager shall continue to be Manager hereunder: (a) The Operator Participating Interest of the Manager becomes less than 50%; (b) The Manager fails to perform a material obligation imposed upon it the Manager under this Agreement and fails to commence curing or contesting such failure continues for a period of default within 30 days after notice from the Management Committee other Participant demanding performanceperformance of such material obligation; or b) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Operator; or (c) The Operator commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or fails Manager shall generally to not pay its debts as such debts become due; due or takes corporate has committed an act of bankruptcy, is insolvent, has proposed a compromising arrangement to its creditors generally, has had any petition for a receiving order in bankruptcy filed against it, has made a voluntary assignment in bankruptcy, has taken proceedings with respect to a compromise or other action in furtherance arrangement, has taken proceeding to have itself declared bankrupt or wound-up, has taken proceeding to have a receiver appointed of any part of its assets, has had any encumbrancer take possession of any of the foregoing; or d) Entry is made against the Operator of a judgment decree its property and has had any execution or order for relief affecting a substantial part distress become enforceable or become levied upon any of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effectproperty.

Appears in 1 contract

Samples: Option Agreement (Halo Resources LTD)

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