Common use of Removal of Operator; Assurances Clause in Contracts

Removal of Operator; Assurances. The Non-Operating System Owners, acting on their own initiative, by unanimous vote, may: 6.2.1 remove and replace the Operator as soon as practicable if the Operator or the Operator’s ultimate parent entity: (a) makes any general assignment of substantially all of its assets for the benefit of creditors; (b) files, or has filed against it, a petition to be adjudged bankrupt or a petition for reorganization or readjustment of debt under any law relating to insolvency (unless, in the case of a petition filed against Operator, such petition is dismissed within sixty (60) calendar days after the date of filing); or (c) has a trustee, liquidator or receiver appointed to take possession of substantially all of its assets, except where such appointment is discharged within thirty (30) calendar days after the date of appointment; 6.2.2 remove and replace the Operator as operator of those AMI Midstream Assets that are materially adversely affected by the Operator’s: (a) fraud, (b) willful misconduct, (c) consistent inability or failure to perform its obligations under this Agreement, or (d) consistent performance of its obligations hereunder in a grossly negligent manner; unless the matters in parts (c) and (d) above are cured by the Operator within thirty (30) calendar days after receipt of notice thereof; and 6.2.3 if reasonable and substantial grounds exist to question the financial responsibility, creditworthiness, or solvency of the Operator, demand that the Operator furnish reasonably satisfactory and adequate assurance of performance in a form and for a term as reasonably required by such System Owners, including, but not limited to, a standby irrevocable letter of credit, performance bond or guaranty by a creditworthy entity; and if the Operator fails to furnish such adequate assurance of performance or otherwise reasonably demonstrate that grounds do not exist to question the Operator’s financial condition within fifteen (15) Business Days after such request, remove and replace the Operator. The Operator will not be removed until a successor Operator has been selected by the Non-Operating System Owners or as permitted by law. The Operator removed under this paragraph will take all reasonable action to assist with the transition to the new Operator.