Major Decisions and Operating Guidelines Sample Clauses
Major Decisions and Operating Guidelines
Major Decisions Notwithstanding any other provisions of this Agreement, the Company and/or the Managing Member may not, without the approval of the Non-Managing Member of the Company take any of the following actions or cause Mezz LLC or Property Owner to take any of the following actions (each, a “Major Decision”): (i) borrow money (whether on a secured or unsecured basis, and whether senior, on par or subordinate to the Loans, but excluding trade debt or amend the terms and conditions of any financing of the Company or any of its Subsidiaries, including the Loans, in any material respect or make elections with respect to interest periods, interest rates or other material provisions under any such financing; (ii) lend money (whether on a secured or unsecured basis, but excluding trade debt); (iii) grant any mortgage, security interest or any other lien on any Property or any other assets of the Company or any of its Subsidiaries;; (iv) subject all or any part of any Property to a condominium statute or convert any Property to condominium or cooperative form of ownership; (v) except as otherwise provided herein, sell all or any portion of any Property; (vi) seek or consent to any change in the zoning or other land use regulations affecting any Property or any permits or approvals granted thereunder if such change will materially adversely affect the value of the Property or the rights, interests or obligations of the parties under this Agreement; (vii) rebuild or reconstruct the improvements on the Property if they are substantially damaged by a fire or other casualty, except to the extent the Company or any of its Subsidiaries is required to do so pursuant to the Loan Documents or except to the extent that the cost to rebuild or reconstruct the improvements is less than $1,000,000; (viii) acquire any real property (other than the Property), any direct or indirect interest in real property, or any interest in any Person other than the Subsidiaries; (ix) adopt the annual operating budget of the Company and its Subsidiaries, which must be submitted to the Non-Managing Member for its Approval by November 30 of the preceding year (each such annual budget, as Approved, an “Approved Budget”); (x) incur any single capital expenditure in excess of $50,000, other than capital expenditures which are (i) set forth in an Approved Budget, or (ii) otherwise specifically Approved by the Non-Managing Member; (xi) assign, transfer, pledge, compromise or release any of the claims of or debts or insurance or condemnation proceeds due the Company exceeding $50,000 except in connection with the receipt by the Company of payment in full of such claims or debts; (xii) enter into any lease for a portion of the Property in excess of 25,000 square feet; (xiii) change the Company’s or any Subsidiaries’ accounting method, either for financial or tax reporting purposes or otherwise; (xiv) dissolve the Company or any Subsidiary; (xv) effect any merger, consolidation or restructuring of the Company or any Subsidiary; (xvi) purchase or redeem all or any portion of the limited liability company interest of any Member in the Company, except as provided herein with respect to permitted transfers; (xvii) form, directly or indirectly, any subsidiary other than the Subsidiaries; (xviii) other than in connection with the Loans, sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber all or any portion of any of the Company’s interest in any Subsidiary or permit any Subsidiary to sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber all or any portion of its assets or cause or permit any additional equity interests to be issued by or new members to be admitted to any Subsidiary; (xix) amend or otherwise modify any of the organizational documents of the Company or any Subsidiary in any material respect or take any action which would result in the Company not being able to manage or exercise control over any Subsidiary; (xx) enter into or conduct any business or operations other than in connection with the business of the Company as contemplated by Section 7 hereof or otherwise herein, or take any action which would cause the Company or any Subsidiary to cease being a “special purpose” entity as provided in Section 9(d) above; (xxi) employ any Member or any Affiliate of any Member on behalf of the Company or any Subsidiary or otherwise deal with the Company or any Subsidiary (whether as a buyer, seller, lessor, lessee, manager, broker, agent, furnisher of services, lender or otherwise) and pay to or receive from the Company, its Subsidiaries, any Member and any of their Affiliates any compensation, price, fee, commission or other payment therefore, except as contemplated by this Agreement or as set forth on Schedule D hereto; (xxii) employ any accountants for the Company or any attorneys for the Company (except that the Members specifically approve ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ LLP and Cozen ▇’▇▇▇▇▇▇ being retained as attorneys for the Company and Amper, Politziner, ▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Group being retained as accountants for the Company); (xxiii) settle any casualty loss (except to the extent fully covered by insurance less any deductible) or condemnation claim in excess of $250,000; (xxiv) settle any material litigation or threatened litigation, including without limitation that certain litigation regarding the sub-leasehold interest in the Property; (xxv) enter into any material contract or amendment; (xxvi) issue additional equity interests in itself or any Subsidiary; and (xxvii) take any other actions which, pursuant to the terms of this Agreement, require Approval of all of the Members.
Notices; Standards for Decisions and Determinations The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement, and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section.
OFFICE OF MANAGEMENT AND BUDGET (OMB) AUDIT REQUIREMENTS The parties shall comply with the requirements of the Single Audit Act of 1984, P.L. 98-502, ensuring that the single audit report includes the coverage stipulated in 2 CFR 200.
Commercial Operation Date Testing and Modifications Prior to the Commercial Operation Date, the Connecting Transmission Owner shall test the Connecting Transmission Owner’s Attachment Facilities (including required control technologies and protection systems) and System Upgrade Facilities and System Deliverability Upgrades and Developer shall test the Large Generating Facility and the Developer’s Attachment Facilities to ensure their safe and reliable operation. Similar testing may be required after initial operation. Developer and Connecting Transmission Owner shall each make any modifications to its facilities that are found to be necessary as a result of such testing. Developer shall bear the cost of all such testing and modifications. Developer shall generate test energy at the Large Generating Facility only if it has arranged for the injection of such test energy in accordance with NYISO procedures.
Developer Operating Requirements The Developer must comply with the Transmission Owner’s operating instructions and requirements including but not limited to Transmission Owner’s Operation Coordination Agreement, as it may change from time to time. The Developer must comply with all applicable NYISO tariffs and procedures, as amended from time to time. Whether or not the Large Generating Facility is eligible for the Transition Period LVRT Standard set forth in Appendix G will be determined by the Commission. The Large Generating Facility will comply with the Transition Period LVRT Standard pending issuance of an order by the Commission determining the appropriate LVRT standard. For purposes of compliance with Appendix G, the Transmission Owner has determined that the Developer shall maintain the Large Generating Facility in service during a three-phase fault for 7 cycles. Infrastructure security of New York State Transmission System equipment and operations and control hardware and software is essential to ensure day-to-day New York State Transmission System reliability and operational security. The Commission will expect the NYISO, all Transmission Owners, all Developers and all other Market Participants to comply with the recommendations offered by the President’s Critical Infrastructure Protection Board and, eventually, best practice recommendations from the electric reliability authority. All public utilities will be expected to meet basic standards for system infrastructure and operational security, including physical, operational, and cyber-security practices. All personnel working in Transmission Owner’s facilities will require security background checks prior to entering and working in such facilities. New York Independent System Operator, Inc. Attn: Vice President, Operations ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Schenectady, NY 12303 Senior Vice President of Transmission New York Power Authority ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Re: Large Generating Facility Dear : On [Date] [Developer] has completed Trial Operation of Unit No. . This letter confirms that [Developer] commenced Commercial Operation of Unit No. at the Large Generating Facility, effective as of [Date plus one day]. Thank you. NYISO: