Common use of Resignation of Operating Member Clause in Contracts

Resignation of Operating Member. The Operating Member may resign as Operating Member upon not less than 90 days’ notice to the Board. In any event, the Operating Member shall be deemed to have immediately resigned as Operating Member upon the occurrence of any of the following events: (i) upon voluntary or involuntary winding up, or insolvency of the Operating Member or of its ultimate parent company, or termination of the Operating Member’s, or of its ultimate corporate parent company’s, corporate existence, except as may occur by reason of corporate reorganization, amalgamation or merger; (ii) the Operating Member is a Member or an Affiliate of a Member and the Member’s Proportionate Interest becomes less than 50%; (iii) upon a final and unappealable determination of a court of law that the Operating Member has failed to perform in any material respect any of its material duties and obligations hereunder in accordance with the Operating Member’s standards of care set out in this Agreement; (iv) upon a final and unappealable decision of a court of law that (1) the Operating Member has breached in any material respect any material obligation, covenant or duty under this Agreement and (2) after notice pursuant to Section 9.2, has failed to (A) cure such default or (B) continue corrective efforts with reasonable diligence until a cure is effected, in either case, pursuant to Section 9.3; or (v) a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of the Operating Member’s assets or those of its ultimate parent company 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 Operating Member or its ultimate parent company.