Resignation or Removal of Operator. Operator may resign at any time by giving one hundred eighty (180) days written notice thereof to Non-Operators. If Operator terminates its legal existence or is no longer capable of serving as Operator, Operator shall be deemed to have resigned without any action by Non-Operators, except the selection of a successor. Operator may be removed only for good cause. In the case of gross negligence, the Operator may be removed upon notice from either AE or VEE, regardless of the ownership interest held by the party giving notice. In all other cases, the Operator may be removed by the affirmative vote of one or more Non-Operators owning a majority interest based on ownership as shown on Exhibit “A”; such vote shall not be deemed effective until a written notice has been delivered to the Operator by a Non-Operator detailing the alleged default and Operator has failed to cure the default within thirty (30) days from its receipt of the notice or, if the default concerns an operation then being conducted, within forty-eight (48) hours of its receipt of the notice. For purposes hereof, “good cause” shall mean not only gross negligence or willful misconduct, but also the material breach of or inability to meet the standards of operation contained in Article V.A. or material failure or inability to perform its obligations under this Agreement. If VEE should sell its interest in the AMI Interests, upon such sale, AE shall have the right, in its sole discretion, to remove the Operator and to appoint a successor Operator of its choosing. Subject to Article VII.D.1., the resignation or removal of the Operator shall not become effective until 7:00 o’clock A.M. on the first day of the calendar month following the expiration of one hundred eighty (180) days after the giving of notice of resignation by Operator or action by the Non-Operators to remove Operator, unless a successor Operator has been selected and assumes the duties of Operator at an earlier date. A change of a corporate name or structure of Operator or transfer of Operator’s interest to any single subsidiary, parent or successor corporation shall not be the basis for removal of Operator.
Appears in 2 contracts
Samples: Operating Agreement (Vanguard Natural Resources, LLC), Operating Agreement (Vanguard Natural Resources, LLC)
Resignation or Removal of Operator. Operator may resign at any time by giving one hundred eighty (180) days written notice thereof to Non-Operators. If Operator terminates its legal existence existence, Operator or its affiliates, or Operator is no longer capable of serving as Operator, Operator shall be deemed to have resigned without any action by Non-Operators, except the selection of a successor. Operator may otherwise be removed only for good cause. In the case of gross negligence, the Operator may be removed upon notice from either AE or VEE, regardless of the ownership interest held by the party giving notice. In all other cases, the Operator may be removed cause by the affirmative vote of one or more Non-Operators owning a majority seventy percent (70%) interest based on ownership as shown on Exhibit “A”” remaining after excluding the voting interest of Operator; such the vote shall not be deemed effective until a written notice has been delivered to the Operator by a Non-Operator detailing the alleged default and Operator has failed to cure the default within thirty (30) days from its receipt of the notice notice, or, if the default concerns an operation then being conducted, within forty-eight (48) hours of its receipt of the notice. For purposes hereofof this paragraph, “good cause” shall mean not only gross negligence or willful misconduct, misconduct but also the material breach of or inability to meet the standards of operation contained in Article V.A. or material failure or inability to perform its obligations under this Agreement. If VEE should sell its interest in the AMI Interests, upon such sale, AE shall have the right, in its sole discretion, to remove the Operator and to appoint a successor Operator of its choosing. Subject to Article VII.D.1., the resignation or removal of the Operator shall not become effective until 7:00 o’clock A.M. a.m. on the first day of the calendar month following the expiration of one hundred eighty (180) days after the giving of notice of resignation by Operator or action by the Non-Operators to remove Operator, unless a successor Operator has been selected and assumes the duties of Operator at an earlier date. Operator, after the effective date of resignation or removal, shall be bound by the terms of this Agreement as a Non-Operator. A change of a corporate name or structure of Operator or transfer of Operator’s interest to any single subsidiary, parent or successor corporation shall not be the basis for removal of Operator.
Appears in 2 contracts
Samples: Participation Agreement (New Source Energy Partners L.P.), Participation Agreement (New Source Energy Corp)
Resignation or Removal of Operator. Operator may resign at any time by giving one hundred eighty (180) days written notice thereof to Non-Operators. If Operator terminates its legal existence or is no longer capable of serving as Operator, Operator shall be deemed to have resigned without any action by Non-Operators, except the selection of a successor. Operator may be removed only for good cause. In the case of gross negligence, the Operator may be removed upon notice from either AE TEC or VEE, regardless of the ownership interest held by the party giving notice. In all other cases, the Operator may be removed by the affirmative vote of one or more Non-Operators owning a majority interest based on ownership as shown on Exhibit “A”; such vote shall not be deemed effective until a written notice has been delivered to the Operator by a Non-Operator detailing the alleged default and Operator has failed to cure the default within thirty (30) days from its receipt of the notice or, if the default concerns an operation then being conducted, within forty-eight (48) hours of its receipt of the notice. For purposes hereof, “good cause” shall mean not only gross negligence or willful misconduct, but also the material breach of or inability to meet the standards of operation contained in Article V.A. or material failure or inability to perform its obligations under this Agreement. If VEE should sell its interest in the AMI Interests, upon such sale, AE TEC shall have the right, in its sole discretion, to remove the Operator and to appoint a successor Operator of its choosing. Subject to Article VII.D.1., the resignation or removal of the Operator shall not become effective until 7:00 o’clock A.M. on the first day of the calendar month following the expiration of one hundred eighty (180) days after the giving of notice of resignation by Operator or action by the Non-Operators to remove Operator, unless a successor Operator has been selected and assumes the duties of Operator at an earlier date. A change of a corporate name or structure of Operator or transfer of Operator’s interest to any single subsidiary, parent or successor corporation shall not be the basis for removal of Operator.
Appears in 2 contracts
Samples: Operating Agreement (Vanguard Natural Resources, LLC), Operating Agreement (Vanguard Natural Resources, LLC)
Resignation or Removal of Operator. Operator may resign at any time by giving one hundred eighty (180) days written notice thereof to the Non-Operators. If Operator terminates its legal existence existence, no longer owns an interest in the any of the Oil & Gas Leases, or is no longer capable of serving as Operator, Operator shall be deemed to have resigned without any action required by the Non-Operators, except the selection of a successor. Prior to such time that a total sum of $2,000,000.00 is expended in connection with operations hereunder, Operator may be removed as Operator only upon one of the following: (a) by the unanimous vote of the Non-Operators, as evidenced by written notice provided to the Operator by the Non-Operators; or (b) for “good cause. In ” (as defined below) by the case vote of gross negligencea majority in interest of the Non-Operators based upon the ownership as shown in Exhibit A. On and after such time that a total sum of $2,000,000.00 is expended in connection with operations hereunder, the Operator may be removed upon notice from either AE or VEE, regardless as Operator at any time by the vote of a majority in interest of the ownership interest held by the party giving notice. In all other cases, the Operator may be removed by the affirmative vote of one or more Non-Operators owning a majority interest based on ownership as shown on in Exhibit A. For purposes hereof, “A”good cause” means (i) fraud, gross negligence, willful misconduct, and/or the material breach of, or inability to meet, the standards of operation contained in Article V.A; such vote shall not be deemed effective until a written notice has been delivered (ii) the material failure or inability to perform its obligations under this Agreement to the Operator by a Non-Operator detailing the alleged default and Operator has failed to cure the default extent not cured within thirty (30) days from the date of its receipt of a written notice from a Non-Operator(s) detailing the notice event of good cause supporting Operator’s removal ─ or, if the noticed default concerns an operation then being conducted, within forty-eight (48) hours of its Operator’s receipt of such notice (the notice. For purposes hereof“Initial Cure Period”); provided, however, if, despite Operator’s diligent efforts, Operator has failed to cure such default prior to the end of the Initial Cure Period, then the time period for curing such default shall be extended for up to an additional 30 days provided that Operator diligently continues its attempt to cure such default during such 30-day extension period; (iii) any decision by the Operator to go non-consent with respect any of the operations hereunder; (iv) any act of the Operator or any partner, shareholders, member, director, manager, officer, employee or agent of the Operator, in contravention of the terms or intent of any provision contained in this Agreement to the extent not cured within the Initial Cure Period; provided, however, if, despite Operator’s diligent efforts, Operator fails to cure such default prior to the end of the Initial Cure Period, then the time period for curing such default shall be extended for up to an additional 30 days provided that Operator diligently continues its attempt to cure such default during such 30-day extension period; (v) the bankruptcy or insolvency of the Operator; (vi) the indictment of the Operator or any partner, shareholders, member, director, manager, officer, employee or agent of the Operator of any crime under the laws of the United States or any state; (vii) the application or appropriation of funds of the Parties hereto in a manner contrary to that which is permitted under this Agreement; (viii) the appointment of a receiver for all or substantially all of the assets of the Operator and the failure to have such receiver discharged within thirty (30) days of such appointment; or (ix) the bringing of any legal action against the Operator by a creditor of the Operator or any person or entity affiliated with the Operator, resulting in the attachment, garnishment or sequestration of any of the Operator’s assets or and the failure of the Operator to have such attachment, garnishment or sequestration discharged within thirty (30) days of such event; provided, however, the Parties agree that if the event of “good cause” supporting the Operator’s removal is not of the type reasonably capable of being cured, then the bolded cure provisions set forth in subsections (ii) and (iv) above shall not be applicable and the definition of “good cause” shall mean be interpreted as if such bolded provisions do not only gross negligence or willful misconduct, but also the material breach of or inability to meet the standards of operation contained in Article V.A. or material failure or inability to perform its obligations under this Agreement. If VEE should sell its interest in the AMI Interests, upon such sale, AE shall have the right, in its sole discretion, to remove the Operator and to appoint a successor Operator of its choosingexist. Subject to Article VII.D.1VII.B.1., the such resignation or removal of the Operator shall not become effective until 7:00 o’clock A.M. Pacific time on the first business day of the calendar month following the expiration of one hundred eighty ninety (18090) days after the giving of notice of resignation by Operator or action by the Non-Operators to remove Operator, unless a successor Operator operator has been selected and assumes the duties of Operator at an earlier date. Operator, after the effective date of such resignation or removal, shall be bound by the terms hereof as a Non-Operator. A change of a corporate name or structure of Operator or transfer of Operator’s interest to any single subsidiary, parent or successor corporation shall not be the basis for removal of Operator.
Appears in 2 contracts
Samples: Operating Agreement (American Liberty Petroleum Corp.), Operating Agreement (American Liberty Petroleum Corp.)
Resignation or Removal of Operator. Operator may resign at any time by giving one hundred eighty (180) days written notice thereof to Non-Operators. If Operator terminates its legal existence existence, no longer owns an interest hereunder in the Contract Area, or is no longer capable of serving as Operator, Operator shall be deemed to have resigned without any action by Non-Operators, except the selection of a successor. Operator may be removed only for good cause. In the case of gross negligence, the Operator may be removed upon notice from either AE or VEE, regardless of the ownership interest held by the party giving notice. In all other cases, the Operator may be removed cause by the affirmative vote of one or more Non-Operators owning a majority interest based on ownership as shown on Exhibit “A”” remaining after excluding the voting interest of Operator; such vote shall not be deemed effective until a written notice has been delivered to the Operator by a Non-Operator detailing the alleged default and Operator has failed to cure the default within thirty (30) days from its receipt of the notice or, if the default concerns an operation then being conducted, within forty-eight (48) hours of its receipt of the notice. For purposes hereof, “good cause” shall mean not only gross negligence or willful misconduct, misconduct but also the material breach of or inability to meet the standards of operation contained in Article V.A. or material failure or inability to perform its obligations under this Agreement. If VEE should sell its interest in the AMI Interests, upon such sale, AE shall have the right, in its sole discretion, to remove the Operator and to appoint a successor Operator of its choosingagreement. Subject to Article VII.D.1., the such resignation or removal of the Operator shall not become effective until 7:00 o’clock A.M. on the first day of the calendar month following the expiration of one hundred eighty ninety (18090) days after the giving of notice of resignation by Operator or action by the Non-Operators to remove Operator, unless a successor Operator has been selected and assumes the duties of Operator at an earlier date. Operator, after effective date of resignation or removal, shall be bound by the terms hereof as a Non-Operator. A change of a corporate name or structure of Operator or transfer of Operator’s interest to any single subsidiary, parent or successor corporation shall not be the basis for removal of Operator.
Appears in 1 contract
Samples: Purchase and Sales Agreement (Imperial Petroleum Inc)
Resignation or Removal of Operator. Operator may resign at any time by giving one hundred eighty (180) days written notice thereof to Non-Operators. If Operator terminates its legal existence or is no longer capable of serving as OperatorIn addition, Operator shall be deemed to have resigned without any action by Non-Operators, except the selection of a successor. Operator may be removed only for good cause. In the case of gross negligence, the Operator may be removed upon notice from either AE or VEE, regardless of the ownership interest held by the party giving notice. In all other cases, the Operator may be removed by the affirmative vote of the Parties owning a combined Working Interest of fifty-one percent (51%) or more Non-Operators owning after excluding Operator’s Working Interest if:
(a) Operator becomes insolvent or unable to pay its debts as they mature, makes an assignment for the benefit of creditors, commits an act of bankruptcy, or seeks relief under laws providing for the relief of debtors; or
(b) a majority interest based on ownership as shown on Exhibit “A”receiver is appointed for Operator or for substantially all of its property or affairs.
(c) Operator sells, trades, transfers or assigns all or a portion of its Working Interest, thereby reducing its Working Interest to less than ten percent (10%); or
(d) Operator commits a substantial breach of a material provision of this Agreement and fails to cure such vote shall not be deemed effective until a written notice has been delivered to the Operator by breach within sixty (60) days after receipt of a Non-Operator detailing the alleged default and Operator has failed operator’s notice to cure the default within thirty (30) days from its receipt of the notice or, if the default concerns an operation then being conducted, within forty-eight (48) hours of its receipt of the notice. For purposes hereof, “good cause” shall mean not only gross negligence or willful misconduct, but also the material breach of or inability to meet the standards of operation contained in Article V.A. or material failure or inability to perform its obligations under this Agreement. If VEE should sell its interest in the AMI Interests, upon such sale, AE shall have the right, in its sole discretion, to remove the Operator and to appoint a successor Operator of its choosingsuch breach. Subject to Article VII.D.1., the The resignation or removal of the Operator shall not become effective until as soon as practical, but not later than 7:00 o’clock A.M. o'clock a.m. on the first day of the calendar month following the expiration a period of one hundred eighty ninety (18090) days after i) the giving date of notice of resignation by Operator or action ii) the date of receipt of written notice by Operator from Non-Operator detailing the alleged grounds for removal and Operator has failed to cure same within sixty (60) days from its receipt of the notice, unless a longer period is required for the Parties to obtain approval of the designation of the successor Operator by the Non-Operators to remove OperatorMMS; however, unless in no event shall the resignation or removal of Operator become effective until a successor Operator has been selected and assumes assumed the duties of Operator. Upon approval of the designation of the successor Operator at an earlier dateby the MMS, the resigning or removed Operator shall be bound by the terms of this Joint Operating Agreement as a Non-Operator. A change of a corporate name or structure of Operator or transfer of Operator’s interest to any single subsidiary, parent or successor corporation shall not be the basis for removal of Operator.
Appears in 1 contract
Resignation or Removal of Operator. Operator may resign at any time by giving one hundred eighty (180) days written notice thereof to Non-Operators. If Operator terminates its legal existence existence, no longer owns an interest hereunder in the Contract Area , or is no longer capable of serving as Operator, Operator shall be deemed to have resigned without any action by Non-Operators, except the selection of a successor. Operator may be removed only for good cause. In the case of gross negligence, the Operator may be removed upon notice from either AE or VEE, regardless of the ownership interest held by the party giving notice. In all other cases, the Operator may be removed cause by the affirmative vote of one or more Non-Operators owning a majority interest based on ownership as shown on Exhibit “A”” remaining after excluding the voting interest of Operator; such vote shall not be deemed effective until a written notice has been delivered to the Operator by a Non-Operator detailing the alleged default and Operator has failed to cure the default within thirty (30) days from its receipt of the notice or, if the default concerns an operation then being conducted, within forty-eight (48) hours of its receipt of the notice. For purposes hereof, “good cause” shall mean not only gross negligence or willful misconduct, misconduct but also the material breach of or inability to meet the standards of operation contained in Article V.A. or material failure or inability to perform its obligations under this Agreement. If VEE should sell its interest in the AMI Interests, upon such sale, AE shall have the right, in its sole discretion, to remove the Operator and to appoint a successor Operator of its choosingagreement. Subject to Article VII.D.1VII.D.l., the such resignation or removal of the Operator shall not become effective until 7:00 o’clock A.M. on the first day of the calendar month following the expiration of one hundred eighty ninety (18090) days after the giving of notice of resignation by Operator or action by the Non-Operators to remove Operator, unless a successor Operator has been selected and assumes the duties of Operator at an earlier date. Operator, after effective date of resignation or removal, shall be bound by the terms hereof as a Non-Operator. A change of a corporate name or structure of Operator or transfer of Operator’s interest to any single subsidiary, parent or successor corporation shall not be the basis for removal of Operator.
Appears in 1 contract
Resignation or Removal of Operator. Operator may resign at any time by giving one hundred eighty (180) days written notice thereof to Non-Operators. If Operator terminates its legal existence existence, no longer owns an interest hereunder in the Contract Area, or is no longer capable of serving as Operator, Operator shall be deemed to have resigned without any action by Non-Operators, except the selection of a successor. Operator may be removed only for good cause. In the case of gross negligence, the Operator may be removed upon notice from either AE or VEE, regardless of the ownership interest held by the party giving notice. In all other cases, the Operator may be removed cause by the affirmative vote of one or more Non-Operators owning a majority interest based on ownership as shown on Exhibit “A”” remaining after excluding the voting interest of Operator; such vote shall not be deemed effective until a written notice has been delivered to the Operator by a Non-Operator detailing the alleged default and Operator has failed to cure the default within thirty (30) days from its receipt of the notice or, if the default concerns an operation then being conducted, within forty-eight (48) hours of its receipt of the notice. For purposes hereof, . “good cause” shall mean not only gross negligence or willful misconduct, misconduct but also the material breach of or inability to meet the standards of operation contained in Article V.A. or material failure or inability to perform its obligations under this Agreement. If VEE should sell its interest in the AMI Interests, upon such sale, AE shall have the right, in its sole discretion, to remove the Operator and to appoint a successor Operator of its choosingagreement. Subject to Article VII.D.1VII.D.l., the such resignation or removal of the Operator shall not become effective until 7:00 o’clock A.M. AM. on the first day of the calendar month following the expiration of one hundred eighty ninety (18090) days after the giving of notice of resignation by Operator or action by the Non-Operators to remove Operator, unless a successor Operator has been selected and assumes the duties of Operator at an earlier date. Operator, after effective date of resignation or removal, shall be bound by the terms hereof as a Non-Operator. A change of a corporate name or structure of Operator or transfer of Operator’s interest to any single subsidiary, parent or successor corporation shall not be the basis for removal of Operator.
Appears in 1 contract
Resignation or Removal of Operator. Operator may resign at any time by giving one hundred eighty (180) days written notice thereof to Non-Operators. If Operator terminates its legal existence existence, no longer owns an interest hereunder in the Contract Area, or is no longer capable of serving as Operator, Operator shall be deemed to have resigned without any action by Non-Operators, except the selection of a successor. Operator may be removed only for good cause. In the case of gross negligence, the Operator may be removed upon notice from either AE or VEE, regardless of the ownership interest held by the party giving notice. In all other cases, the Operator may be removed cause by the affirmative vote of one or more Non-Operators owning a majority interest based on ownership as shown on Exhibit “"A”" remaining after excluding the voting interest of Operator; such vote shall not be deemed effective until a written notice has been delivered to the Operator by a Non-Operator detailing the alleged default and Operator has failed to cure the default within thirty (30) days from its receipt of the notice or, if the default concerns an operation then being conducted, within forty-eight (48) hours of its receipt of the notice. For purposes hereof, “"good cause” " shall mean not only gross negligence or willful misconduct, misconduct but also the material breach of or inability to meet the standards of operation contained in Article V.A. or material failure or inability to perform its obligations under this Agreement. If VEE should sell its interest in the AMI Interests, upon such sale, AE shall have the right, in its sole discretion, to remove the Operator and to appoint a successor Operator of its choosingagreement. Subject to Article VII.D.1., the such resignation or removal of the Operator shall not become effective until 7:00 o’clock o'clock A.M. on the first day of the calendar month following the expiration of one hundred eighty ninety (18090) days after the giving of notice of resignation by Operator or action by the Non-Operators to remove Operator, unless a successor Operator has been selected and assumes the duties of Operator at an earlier date. Operator, after effective date of resignation or removal, shall be bound by the terms hereof as a Non-Operator. A change of a corporate name or structure of Operator or transfer of Operator’s 's interest to any single subsidiary, parent or successor corporation shall not be the basis for removal of Operator.
Appears in 1 contract
Samples: Working Interest Acquisition and Development Agreement (Explortex Energy Inc.)
Resignation or Removal of Operator. Operator may resign at any time by giving one hundred eighty (180) days written notice thereof to Non-Operators. If Operator terminates its legal existence existence, Operator or its affiliates, or Operator is no longer capable of serving as Operator, Operator shall be deemed to have resigned without any action by Non-Operators, except the selection of a successor. Operator may otherwise be removed only for good cause. In the case of gross negligence, the Operator may be removed upon notice from either AE or VEE, regardless of the ownership interest held by the party giving notice. In all other cases, the Operator may be removed cause by the affirmative vote of one or more Non-Operators owning a majority seventy-five percent (75%) interest based on ownership as shown on Exhibit “A”” remaining after excluding the voting interest of Operator; such the vote shall not be deemed effective until a written notice has been delivered to the Operator by a Non-Operator detailing the alleged default and Operator has failed to cure the default within thirty (30) days from its receipt of the notice notice, or, if the default concerns an operation then being conducted, within forty-eight (48) hours of its receipt of the notice. For purposes hereofof this paragraph, “good cause” shall mean not only gross negligence or willful misconduct, misconduct but also the material breach of or inability to meet the standards of operation contained in Article V.A. or material failure or inability to perform its obligations under this Agreement. If VEE should sell its interest in the AMI Interests, upon such sale, AE shall have the right, in its sole discretion, to remove the Operator and to appoint a successor Operator of its choosingagreement. Subject to Article VII.D.1., the resignation or removal of the Operator shall not become effective until 7:00 o’clock A.M. a.m. on the first day of the calendar month following the expiration of one hundred eighty (180) days after the giving of notice of resignation by Operator or action by the Non-Operators to remove Operator, unless a successor Operator has been selected and assumes the duties of Operator at an earlier date. Operator, after the effective date of resignation or removal, shall be bound by the terms of this agreement as a Non-Operator. A change of a corporate name or structure of Operator or transfer of Operator’s interest to any single subsidiary, parent or successor corporation shall not be the basis for removal of Operator.
Appears in 1 contract
Resignation or Removal of Operator. (a) Operator may resign as operator and terminate this Agreement in whole or as to any individual Facility at any time (an “Operator Resignation”) by giving one hundred eighty (180) days written notice thereof to Non-Operators. If the Owners and, unless otherwise agreed by the Owners, such resignation shall be effective on the date that is the earlier of (a) the end of the twelfth full Month from the date of notice of an Operator terminates Resignation, and (b) the date the applicable Owner or its legal existence Replacement Designee takes over the applicable O&M Services at the Facility or Facilities, as applicable, subject to such Operator Resignation.
(b) In the event that the applicable Owner’s customer is no longer capable utilizing a Facility or if there is a material change to the O&M Services required at a Facility that Operator cannot provide or that results in the Owners no longer requiring the O&M Services with respect to such Facility, the Owners may remove Operator as operator and terminate this Agreement as to the applicable Facility (an “Owner Removal”) by giving written notice thereof to Operator. Unless otherwise agreed by Operator, such removal shall be effective on the date that is the earlier of serving (a) the end of the twelfth full Month from the date of notice of an Owner Removal, and (b) the date the applicable Owner or its Replacement Designee takes over the applicable O&M Services at the Facility or Facilities, as Operatorapplicable, subject to such Owner Removal.
(c) The Owners may remove Operator from providing O&M Services in respect of all or any portion of the Facilities following an Operator Default on 30 days’ written notice to Operator if such default remains uncured at the end of such 30-day period.
(d) Upon any removal or resignation of Operator or any termination of this Agreement prior to the expiration of the Term, Operator shall be deemed use reasonable commercial efforts to have resigned without any action by Non-Operators, except the selection of a successor. Operator may be removed only for good cause. In the case of gross negligence, the Operator may be removed upon notice from either AE or VEE, regardless of the ownership interest assign all Regulatory Approvals held by the party giving notice. In all other cases, the Operator may be removed by the affirmative vote of one or more Non-Operators owning a majority interest based on ownership as shown on Exhibit “A”; such vote shall not be deemed effective until a written notice has been delivered in Operator’s name to the Operator by a Non-Operator detailing the alleged default and Operator has failed to cure the default within thirty applicable Owner (30) days from its receipt of the notice oror such Owner’s Replacement Designee, if applicable) to the default concerns an operation then being conducted, within forty-eight (48) hours of its receipt of the notice. For purposes hereof, “good cause” shall mean not only gross negligence or willful misconduct, but also the material breach of or inability to meet the standards of operation contained extent such Regulatory Approvals are assignable in Article V.A. or material failure or inability to perform its obligations under this Agreement. If VEE should sell its interest in the AMI Interests, upon such sale, AE shall have the right, in its sole discretion, to remove the Operator and to appoint a successor Operator of its choosing. Subject to Article VII.D.1accordance with Applicable Laws., the resignation or removal of the Operator shall not become effective until 7:00 o’clock A.M. on the first day of the calendar month following the expiration of one hundred eighty (180) days after the giving of notice of resignation by Operator or action by the Non-Operators to remove Operator, unless a successor Operator has been selected and assumes the duties of Operator at an earlier date. A change of a corporate name or structure of Operator or transfer of Operator’s interest to any single subsidiary, parent or successor corporation shall not be the basis for removal of Operator.
Appears in 1 contract
Samples: Operating and Maintenance Agreement (Blueknight Energy Partners, L.P.)