Operation of Projects Sample Clauses

Operation of Projects. (a) Borrower shall keep and operate each Project, or cause the same to be kept and operated, in good operating condition consistent in all material respects with Prudent Utility Practices, all Applicable Permits and Legal Requirements and all applicable requirements of the Operative Documents, and make or cause to be made all repairs (structural and non-structural, extraordinary or ordinary) necessary to keep and operate each Project in such condition. Borrower shall from time to time consider and implement the reasonable recommendations of the Independent Engineer in connection with the operation of each Project. (b) Borrower shall operate and maintain each Project, or cause each Project to be operated and maintained in accordance with the Base Case Project Projections (subject to Borrower’s other rights under the Financing Documents, including Borrower’s rights to access amounts in the Collateral Accounts in accordance with the terms of this Agreement and the Account Control Agreement). (c) Borrower shall operate and maintain each Project, or cause each Project to be operated and maintained in accordance with the Base Case Project Projections in effect from time to time after the expiration of the applicable Warranty Period (as defined in each Turbine Supply Agreement). (d) Borrower shall not (nor shall it allow any Project Company to) (i) approve any material amendments or modifications to any operation and maintenance manuals referred to in the Turbine Service Agreement and O&M Service Agreement, or (ii) terminate the Turbine Service Agreement ***** in each case without obtaining the prior written consent of Administrative Agent (with consent of the Majority Lenders and Issuing Bank).

Operation of Projects. (a) No less than thirty (30) days in advance of the end of each calendar year, prepare an Annual Budget for the upcoming annual period, detailed by calendar month and consistent with the methodology set forth in the Lender Base Case Projections for the Portfolio (by ESA), of anticipated revenues, Debt Service, proposed member distributions, the difference (if positive) of the Total Aggregate Efficiency Deficit Amount (as such term is defined in each ESA other than the [***] ESA) with respect to the applicable Systems under an ESA minus the sum of all Aggregate Efficiency Deficit Amounts (as defined in each such ESAs) paid by Borrower to the applicable Offtaker under such ESAs, positive efficiency bank balance, failures to meet power performance warranties, maintenance, repair and operation expenses (including reasonable allowance for contingencies and working capital), maintenance reserves and all other anticipated Operation and Maintenance Expenses for the Projects until the conclusion of the first full fiscal year thereafter and provide a copy of such Annual Budget to the Administrative Agent and the Independent Engineer for the review and approval by the Independent Engineer (such approval not to be unreasonably withheld, conditioned or delayed). Borrower shall incorporate reasonable suggestions of the Administrative Agent if any within ten (10) days of receipt (in consultation with the Independent Engineer) into the final Annual Budget and the Annual Budget shall be adopted prior to the end of the calendar year. Borrower shall operate and maintain the Projects, or cause the Projects to be operated and maintained, within the applicable Annual Budget as approved by the Administrative Agent in consultation with the Independent Engineer and, in addition to and subject to the foregoing, shall not exceed the aggregate Annual Budget by more than [***]([***]) of the total budgeted amount for the applicable fiscal year. (b) Operate and administer the Projects, its business and its properties at all times in accordance in all material respects with the Annual Budget, applicable Law and Prudent Electrical Practice and make or cause to be made all repairs (structural and non-structural, extraordinary or ordinary) necessary to keep and operate the Projects and perform its obligations under the Project Documents. (c) Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all of its obligations under the Projec...

Operation of Projects. The Entities and CPI as to ▇▇▇▇▇▇▇ shall operate and manage the Projects in a manner consistent with the manner in which they are being operated on the Contract Date, maintaining the current level of services, shall maintain the Projects in good repair and working order; shall keep on hand sufficient materials, supplies, equipment and other Personal Property for the efficient operation and management of the Projects in a first class manner; and shall perform, when due, all of the Entities' obligations under the Existing Loan Documents, Leases, Contracts, Governmental Approvals and other agreements relating to the Projects and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Projects. Except as otherwise specifically provided herein, the Entities and CPI as to ▇▇▇▇▇▇▇ shall deliver the Projects at Closing in substantially the same condition as each of them is in on the Contract Date, reasonable wear and tear excepted. Sellers shall cause Tred Avon to the collect the indebtedness under, and shall hold the Tred Avon Loan Documents in the manner in which they are currently being collected and held. Sellers shall cause the Entities to pay when due all amounts due under Existing Loan Documents and to perform all obligations of such Entities under the Loan Documents.

Operation of Projects. The Credit Parties have heretofore made available to the Lender all feasibility studies and geological, reserve, resource, metallurgical, engineering and financial data and evaluations of the Projects prepared by or for the benefit of any Credit Party or otherwise in the possession of any Credit Party. Except as set forth on Schedule 6.1(q), the Credit Parties are not aware of any inaccuracy or omission in such information which has had or could reasonably be expected to result in a Material Adverse Effect. The Work Program and Budget has been developed by the Credit Parties in a prudent manner in accordance with standard industry practice, and the Credit Parties have no knowledge of any fact or state of affairs related thereto, or any defect or deficiency therein, which would cause it to be unable to undertake and complete the Work Program and Budget during the period and at the costs specified therein.

Operation of Projects. (i) The material mechanical, electrical and other operating systems on and in the Projects are in all material respects in good working order (ordinary wear and tear excepted) and repair and are adequate in all material respects for the operation of the Projects by the Company and its Subsidiaries as described in the Offering Memorandum; and (ii) Except as described in the Offering Memorandum, the use of the Projects as described in the Offering Memorandum does not in any material respect depend on any variance, special exception or other local or municipal Governmental Approval that has not been obtained by or for the benefit of the Company, its Subsidiaries or Mammoth Pacific, L.P., as applicable, and all material building, construction, ownership, operation and maintenance, environmental, water and use related Governmental Approvals necessary for such use have been issued and are in full force and effect, except in the case of the Galena Re-Powering and the Mammoth Project enhancement, such Governmental Approvals that are required or expected to be obtained prior to or in connection with the commencement of the Galena Re-powering or the Mammoth Project enhancement, as the case may be.

Operation of Projects. The Borrower have heretofore made available to the Lender all feasibility studies and geological, reserve, resource, metallurgical, engineering and financial data and evaluations of the Projects prepared by or for the benefit of the Borrower or otherwise in the possession of the Borrower. The Borrower is not aware of any inaccuracy or omission in such information which has had or could reasonably be expected to result in a Material Adverse Effect. The Budget has been developed by the Borrower in a prudent manner in accordance with standard industry practice, and the Borrower has no knowledge of any fact or state of affairs related thereto, or any defect or deficiency therein, which would cause it to be unable to undertake and complete the Budget during the period and at the costs specified therein.

Operation of Projects. (i) The material mechanical, electrical and other operating systems on and in the Projects are in all material respects in good working order (ordinary wear and tear excepted) and repair and are adequate in all material respects for the operation of the Projects by the Company and its Subsidiaries as described in the Offering Materials; (ii) Other than as described in the Offering Materials or as set forth on Annex C hereto, the use of the Projects as described in the Offering Memorandum does not in any material respect depend on any variance, special exception or other local or municipal Governmental Approval that has not been obtained by or for the benefit of the Company or its Subsidiaries, as applicable, and all material building, construction, ownership, operation and maintenance, environmental, water and use related Governmental Approvals necessary for such use, except those set forth on Annex C hereto, have been issued and are in full force and effect; and (iii) Except as set forth in the Offering Materials, all of the power purchase agreements, plant connection agreements, transmission services agreements, fluid and water supply agreements, operation and maintenance agreements and other similar agreements necessary for the operation and maintenance of the Projects by the Company and its Subsidiaries as described in the Offering Materials (the "Material Project Documents") are listed on Annex B hereto.

Operation of Projects. The Initial Project will be owned, and operated by the Authority.

Operation of Projects. 11.1 From and after the date hereof to the Closing Date, Contributors shall: (a) continue to maintain, operate and conduct business at each Project consistent with past practices; (b) keep each Project insured against all usual risks and will maintain in effect all insurance policies now maintained on the same; (c) except with respect to leases to residents of the Projects, not otherwise sell, assign or convey any right, title or interest in any part of any Project; and (d) not execute, amend or extend any Tenant Lease for a term in excess of one (1) year (unless otherwise approved by SCOLP) and only at rental rates equal to or greater than the rental rents identified on the Schedule of Rents attached hereto as Schedule 11.1 and shall offer any concessions other than the concessions shown on the Schedule of Concessions attached hereto as Schedule 11.1, or otherwise terminate or waive any rights under the Tenant Leases other than consistent with past practices. 11.2 SCOLP or the New Owners shall have the right, but not the obligation, to hire those employees of Contributors working on-site at the Projects, effective as of the Closing Date. Upon the consummation of the transactions contemplated herein, such employees will remain employees of Contributors or such manager unless expressly retained by SCOLP or the New Owners at the Closing, and all compensation and fees due such employees, including any amount payable or that becomes payable as a result of the termination of the employees, and all costs and taxes attributable to such employment, shall be paid by Contributors. Effective as of the Closing Date, Contributors shall terminate the existing manager of the Projects and any Non-Assumed Project Contracts.