Common use of Resignation or Removal of Operator Clause in Contracts

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.

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.

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.