Operation and Administration Clause Samples

Operation and Administration. 4.1. The Plan has been adopted by the Board on __________, 1997, effective as of the Effective Date, subject to the further approval of the shareholders of the Company. In addition, if the Plan is approved by the shareholders, to the extent required pursuant to Section 162(m) of the Code, it or any part thereof shall be resubmitted to shareholders for reapproval at the first shareholders' meeting that occurs during the fifth year following the year of the initial approval and thereafter at five year intervals, in each case, as may be required to qualify any Award hereunder as Performance-Based Compensation. The Plan shall be unlimited in duration and remain in effect until termination by the Board; provided however, that no Incentive Stock Option may be granted under the Plan after __________, 2007. 4.2. The Plan shall be administered by the Committee which shall consist of two or more members of the Board who are Non-Employee Directors. Plenary authority to manage and control the operation and administration of the Plan shall be vested in the Committee, which authority shall include, but shall not be limited to: (a) Subject to the provisions of the Plan, the authority and discretion to select Employees to receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such Awards. In making such Award determinations, the Committee may take into account the nature of services rendered by the respective Employee, his or her present and potential contribution to the Company's success and such other factors as the Committee deems relevant. (b) Subject to the provisions of the Plan, the authority and discretion to determine the extent to which Awards under the Plan will be structured to conform to the requirements applicable to Performance-Based Compensation as described in Code Section 162(m), and to take such action, establish such procedures, and impose such restrictions at the time such awards are granted as the Committee determines to be necessary or appropriate to conform to such requirements. (c) The authority and discretion to interpret the Plan and the Awards granted under the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, to make all other determinations that it...

Operation and Administration. (A) Seller shall staff, control, and operate the Facility, at its own expense in a manner consistent in all material respects with Good Utility Practices, the terms of the Interconnection Agreement and the Operating Procedures, which shall be established in accordance with Good Utility Practices. Personnel shall be available at all times via telephone or other electronic means with (i) the capability of remotely starting, operating and stopping the Facility within manufacturers specifications for safe operation of the equipment (estimated to be approximately fifteen (15) minutes), and (ii) the ability to be present at the Site as soon as possible making Commercially Reasonable Efforts. (B) Each Party shall comply in all material respects with the applicable requirements of NERC, ERO, Transmission Authority, FERC, or successor organizations, Buyer requirements, Governmental Authority, and Good Utility Practice in the operation of the Facility (in the case of Seller) and otherwise in connection with the performance of this PPA. To the extent that the actions of a Party contributes in whole or in part to actions that result in monetary penalties being assessed to other Party by NERC, ERO, Transmission Authority, FERC, or other Governmental Authority, the responsible Party shall reimburse the other Party for all such monetary penalties proximately caused by such actions. (C) Seller shall be responsible for providing accurate and timely updates on the current availability of the Facility and other data as required. Seller shall provide to Buyer the data points set forth in Exhibit F hereto and a day-ahead availability forecast. Seller acknowledges that such data and forecasting is consistent with the reporting requirements required for compliance with NERC standards intended to maintain reliability and Applicable Law. Seller, as the generator and interconnecting customer, is primarily responsible for complying with Applicable Law, including NERC standards and to report the information to Transmission Authority, ERO or other reliability coordinator. For the avoidance of doubt, Seller shall remain responsible for complying with any requirements to provide data and forecast information to the Transmission Authority under the Interconnection Agreement.

Operation and Administration. Seller shall staff, control, and operate the Facility consistent with Good Utility Practices, Exhibit I – AGC Protocols; Data Collection; Technical Specifications and this PPA. Personnel of Seller shall be available 24x7 via telephone or other electronic means with (i) the capability of remotely starting, operating and stopping the Facility within 10 minutes, and (ii) the ability to be present at the Site within 30 minutes. Seller shall comply with Good Utility Practices, the requirements of all Governmental Authorities and all reasonable requirements of Company in the operation of the Facility. By way of example only, Seller shall perform all capacity testing of the Facility and related reporting, as and when required by Governmental Authorities. Seller shall provide to Company a day-ahead availability forecast in accordance with Exhibit I - AGC Protocols; Data Collection; Technical Specifications and any other reporting requirements required for compliance with NERC reliability standards. Company shall forward Seller’s forecast to the applicable local reliability coordinator on Seller’s behalf, provided, however, that Seller shall remain responsible to ensure the timeliness and accuracy of forecasts and any changes to the real-time or forecast availability of the Facility. If and to the extent that the ERO modifies the forecasting or other reporting requirements imposed on Company or the Facility, Seller shall timely provide required data to Company or the ERO, as applicable.

Operation and Administration. 12 Section 6.2. Reports...............................................................................12 Section 6.3.

Operation and Administration. The Lender will at all ---------------------------- times operate and administer the ESOP as a qualified plan under section 401(a) of the Code and, to the extent applicable, sections 409 and 4975(e)(7) of the Code, and in material compliance with all applicable requirements of ERISA (including Titles I and II) and the Code, and all applicable regulations thereunder, as may from time to time be in effect.

Operation and Administration. (A) Seller shall staff, control, and operate the Facility consistent with Good Utility Practices, Exhibit I - AGC Protocols; Dispatch and Availability Notices; Data Collection; Technical Specifications, Exhibit O – Battery Storage System Operating Procedures, and this PPA. Personnel of Seller shall be available 24x7 via telephone or other electronic means with (i) the capability of remotely starting, operating and stopping the Facility within ten (10) minutes, and (ii) the ability to be present at the Site within 30 minutes, subject to the Safety Requirements. (B) Seller shall comply with Good Utility Practices, the requirements of all Governmental Authorities and all reasonable requirements of Company in the operation of the Facility. By way of example only, Seller shall perform all capacity testing of the Facility and related reporting, as and when required by Governmental Authorities. Any such testing shall be deemed to be a Seller Initiated Test. (C) Seller shall provide to Company a day-ahead availability forecast in accordance with Exhibit I - AGC Protocols; Dispatch and Availability Notices; Data Collection; Technical Specifications, Exhibit O – Battery Storage System Operating Procedures, and any other reporting requirements required for compliance with NERC reliability standards. Company shall forward Seller’s forecast to the applicable local reliability coordinator on Seller’s behalf, provided, however, that Seller shall remain responsible to ensure the timeliness and accuracy of forecasts and any changes to the real-time or forecast availability of the Facility. If and to the extent that the ERO modifies the forecasting or other reporting requirements imposed on Company or the Facility, Seller shall timely provide required data to Company or the ERO, as applicable. (D) Seller shall, and shall cause its Affiliates and contractors to operate, and maintain the Facility and conduct all work or cause all work in connection therewith to be conducted in accordance with the Safety Requirements. Seller shall, and shall cause its Affiliates and contractors to, take all actions to comply with the Safety Requirements.

Operation and Administration. The Plan will at all times operate and be administered as a qualified plan under section 401(a) of the Code and, to the extent applicable, sections 409 and 4975(e)(7) of the Code, and in material compliance with all applicable requirements of ERISA (including Titles I and II) and the Code, and all applicable regulations thereunder, as may from time to time be in effect.

Operation and Administration. 11 Section 5.2. Reports...............................................................................11 Section 5.3. Notices...............................................................................12 Section 5.4. Use of Proceeds.......................................................................12 Section 5.5. Compliance with Laws..................................................................12 Section 5.6. Exempt Loan...........................................................................12 Section 5.7.

Operation and Administration. Except as provided for in Section 3, the Company as Administrator of the Plan shall have the authority to control and manage the operation and administration of this Plan. The Company will have full power and authority to construe, interpret, and administer this Plan and to pass upon and decide cases presenting claims in conformity with the objectives of the Plan and under such rules as it may establish from time to time. Decisions of the Company will be final and binding upon any Participant or beneficiary.