Common use of Operating Procedures Clause in Contracts

Operating Procedures. Company shall observe and comply with the Operating Procedures. Company shall ensure that Company's Stores personnel are trained regarding the Operating Procedures and shall ensure their compliance with them. The Operating Procedures may be supplemented, amended or modified by Bank from time to time in its reasonable discretion; provided, however, a copy of any such supplement, amendment or modification shall be provided to Company at least ninety (90) days before its effective date (the "Notice Date") unless otherwise required by Applicable Law, and for those changes required by Applicable Law, notice shall be given as soon as practicable. For changes that are (A) required by Applicable Law, or (B) determined by Bank in good faith to be necessary from the standpoint of safe and sound banking practices (both (A) and (B) being referred to herein as the "Required Changes"), where Bank implements such Required Changes with all of its other clients that are also affected by such change in Applicable Law or operate in circumstances similarly requiring changes from the standpoint of safe and sound banking practices, Bank shall identify the changes as Required Changes in the notice to Company. Unless such change is a Required Change, Company shall have the right within thirty (30) days after the Notice Date to object to such change and the parties' representatives will promptly thereafter meet to discuss such change in good faith in order to agree upon such change or a mutually agreeable alternative to such change. In the event the parties are unable to agree upon such change or an alternative within sixty (60) days after the Notice Date, then a senior executive from both Company and Bank shall meet to negotiate in good faith in order to agree upon such change or a mutually agreeable alternative to such change. If the parties' senior executives are unable to mutually agree within ninety (90) days after the Notice Date, then Bank shall have the right to implement the initially proposed change so long as (i) Bank implements such change with all or substantially all of its other similar clients, (ii) such change does not change the chargebacks section of the Operating Procedures, and (iii) such change does not impose a material adverse financial or operational burden on Company.

Operating Procedures. (a) Not later than one hundred and eighty (180) Days before the then prevailing Scheduled Commercial Operations Date, the Company shall observe provide BPDB with draft operating procedures dealing with all operation interfaces between BPDB and comply the Company including, but not limited to: (i) method of Day-to-Day communication; (ii) key personnel list; (iii) clearances and switching practices; (iv) outage scheduling; (v) capacity and energy reporting; (vi) operating log; and (vii) reactive power support, which shall be consistent with this Agreement, the designs of the Facility (including the Metering System), the Technical Limits and Prudent Utility Practices (together, the “Operating Procedures. Company shall ensure that Company's Stores personnel are trained regarding the Operating Procedures and shall ensure their compliance with them. The Operating Procedures may be supplemented, amended or modified by Bank from time to time in its reasonable discretion; provided, however, a copy of any such supplement, amendment or modification shall be provided to Company at least ”). (b) Within ninety (90) days Days after BPDB’s receipt of the draft Operating Procedures, BPDB shall notify the Company of any requested deletions, amendments or additions. (c) The Company shall make any deletions, amendments or additions that BPDB reasonably requests unless they would be inconsistent with this Agreement, the Technical Limits, the designs of the Facility (including the Metering System), or Prudent Utility Practices and provide such revised draft to BPDB not later than forty-five (45) Days before its effective date the then prevailing Scheduled Commercial Operations Date. (d) Disagreement between the "Notice Date") unless otherwise required by Applicable Law, and for those changes required by Applicable Law, notice Parties over the revised draft Operating Procedures shall be given as soon as practicable. For changes that are referred for resolution to the Joint Coordinating Committee within seven (A7) required by Applicable Law, or (B) determined by Bank in good faith to be necessary Days from the standpoint date the Company submits the draft Operating Procedure under subsection (c) above. (i) If the Joint Coordinating Committee has not been formed on or before the date of safe and sound banking practices (both (A) and (B) being such referral, the Dispute shall be referred to herein as the "Required Changes"), where Bank implements such Required Changes with all of its other clients that are also affected Engineer. (ii) If not resolved by such change in Applicable Law or operate in circumstances similarly requiring changes from the standpoint of safe and sound banking practices, Bank shall identify the changes as Required Changes in the notice to Company. Unless such change is a Required Change, Company shall have the right Joint Coordinating Committee within thirty (30) days after Days of such referral, the Notice Date Dispute will be referred for resolution to object the Engineer who shall be directed to such change and render his decision by no later than thirty (30) Days prior to the parties' representatives will promptly thereafter meet to discuss such change in good faith in order to agree upon such change or a mutually agreeable alternative to such change. In the event the parties are unable to agree upon such change or an alternative within sixty then-prevailing Scheduled Commercial Operations Date. (60iii) days after the Notice Date, then a senior executive from both Company and Bank shall meet to negotiate in good faith in order to agree upon such change or a mutually agreeable alternative to such change. If the parties' senior executives are unable to mutually agree within ninety (90Engineer has not rendered his decision by the time stipulated in Section 6.4(d)(ii) days after the Notice Dateabove, then Bank shall have the right to implement the initially proposed change so long as (i) Bank implements such change with all or substantially all of its other similar clients, (ii) such change does not change the chargebacks section of the Operating Procedures, as proposed by the Company shall be used for operating the Facility pending the decision of the Engineer, and such delay by the Engineer in rendering its decision shall not postpone the Commercial Operations Date. Upon the decision being rendered by the Engineer, the Operating Procedures for the Facility shall be modified accordingly. (iiiiv) such change does not impose a material adverse financial or operational burden on CompanyThe decision rendered by the Engineer pursuant to this Section 6.4(d) shall be final and binding upon both Parties. (e) Either Party may, from time to time, request revisions to the Operating Procedures subject to agreement from the other Party.

Operating Procedures. (a) Bank shall maintain, and Company shall observe and comply with with, the Operating Procedures. Company shall use commercially reasonable efforts to ensure that Company's Stores personnel Company associates are trained regarding on the requirements of the Operating Procedures and shall ensure their such associates’ compliance with them. the Operating Procedures. (b) The Operating Procedures may be supplemented, amended or modified by Bank from time to time in its reasonable discretion; provided, however, a copy notice of any such supplement, amendment or modification to the Operating Procedures shall be provided to Company at least ninety (90) days before its the effective date (the "Notice Date") date, unless otherwise required by Applicable Law, and for those changes . For such amendments or modifications required by Applicable Law, notice to Company shall be given provided as soon quickly as practicable. For changes that are . (Ai) If an amendment or modification to the Operating Procedures is (a) required by Applicable Law, or (Bb) determined by the Bank in good faith to be necessary from the standpoint of to ensure Bank’s safe and sound banking practices (both (A) and (B) being referred to herein as the "Required Changes"), where Bank implements such Required Changes the amendment or modification with all of its or substantially all other clients that are also affected by such change in Applicable Law or operate in circumstances similarly requiring changes from the standpoint of safe and sound banking practicessituated clients, Bank shall identify the changes as Required Changes may indicate in the its notice to Company. Unless such change the Company that the amendment or modification is a “Required Change.” Company shall execute a Required Change promptly after receiving notice. (ii) If an amendment or modification to the Operating Procedures is not a Required Change, Company shall have the right within thirty (30) days after of receiving notice of the Notice Date change to object dispute the change pursuant to such change and the parties' representatives will promptly thereafter meet to discuss such change dispute resolution procedures outlined in good faith in order to agree upon such change or a mutually agreeable alternative to such change. In the event the parties are unable to agree upon such change or an alternative within sixty (60) days after the Notice Date, then a senior executive from both Company and Bank shall meet to negotiate in good faith in order to agree upon such change or a mutually agreeable alternative to such changeSection 2.1(e)(v). If the parties' senior executives Parties are unable not able to mutually agree within ninety (90) days after reach agreement on an amendment or modification to the Notice DateOperating Procedures through the dispute resolution process outlined in Section 2.1(e)(v), then Bank shall have the right to implement treat the initially proposed change so long amendment or modification as a Required Change; provided that (iA) Bank implements such change amendment or modification with all or substantially all of its other similar similarly situated clients, (iiB) such change amendment or modification does not change amend or modify the chargebacks section of the Operating Procedures, and (iiiC) such change amendment or modification does not affect the calculation of payments made to Company under Section 2.11 or otherwise impose a material adverse financial or operational burden on Company. If the Bank elects to treat an amendment or modification as a Required Change as contemplated by this Section 2.4(b)(ii), Bank shall promptly provide notice of such election to Company, and Company shall execute the Required Change promptly after receiving notice. In the event Bank implements an amendment or modification to the Operating Procedures that is not a Required Change pursuant to Section 2.4(b)(i) that Company believes would reasonably be expected to result in a material adverse effect on the Plan, Company shall promptly notify Bank and discuss in good faith measures that can be implemented to mitigate such material adverse effect. Thereafter, Company shall pay the first One Hundred Thousand Dollars ($100,000) of Company’s costs required to implement the change, and the Parties shall share equally in the Company’s costs required to implement the change in excess of One Hundred Thousand Dollars ($100,000).