Management and Operation of Business Section 7.1 Management 61 Section 7.2 Replacement of Fiduciary Duties 63 Section 7.3 Certificate of Limited Partnership 63 Section 7.4 Restrictions on the General Partner’s Authority 63 Section 7.5 Reimbursement of the General Partner 64 Section 7.6 Outside Activities 65 Section 7.7 Indemnification 65 Section 7.8 Limitation of Liability of Indemnitees 67 Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 68 Section 7.10 Other Matters Concerning the General Partner 70 Section 7.11 Purchase or Sale of Partnership Interests 70 Section 7.12 Registration Rights of the General Partner and its Affiliates 71 Section 7.13 Reliance by Third Parties 73
General Conditions (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. (ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement. (iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.
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:
Management and Operations of Business Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be vested exclusively in the General Partner; the Limited Partner shall not have any power to control or manage the Partnership.
GENERAL WORKING CONDITIONS Section 18-1. Employment begins and ends at each project site. Section 18-2. The selection of craft foremen and/or general foremen and the number of foremen required shall be entirely the responsibility of the Employer, it being understood that in the selection of such foremen and/or general foremen the Employer will give primary consideration to the qualified individuals available in the local area. After giving such consideration, the Employer may select such individuals from other areas. All foremen shall take orders from the designated Employer representatives. Craft foremen shall be designated working foremen at the request of the Employer. Section 18-3. There shall be no limit on production by employees nor restrictions on the full use of tools or equipment. Employees using tools shall perform any of the work of the trade and shall work under the direction of the craft foremen. There shall be no restrictions on efficient use of manpower other than as may be required by safety regulations. Section 18-4. Employees shall be at their place of work at the starting time and shall remain at their place of work performing their assigned functions under the supervision of the Employer until quitting time. The parties reaffirm their policy of a fair day’s work for a fair day’s wage. Section 18-5. All equipment assigned to a project shall be under the control of the Employer. The Employer shall have the right to determine how many pieces of equipment an individual employee shall operate. In an emergency, foremen shall operate any equipment assigned by the Employer, and there shall be no restriction on foremen in the use of the tools of his or her craft in such emergency. The foremen shall be from the craft normally operating the equipment. In accordance with currently recognized craft jurisdiction, the Employer shall determine the assignment of employees to start, stop, and maintain small portable construction equipment. Such work may be assigned to craft employees within a reasonable distance of their primary duties or an employee may be assigned full time to start, stop and maintain the Employer’s small, portable equipment on the job site. There shall be no over ▇▇▇▇▇▇▇ of this type of equipment. The number of employees assigned to rigging and scaffolding operations shall be at the sole discretion of the Employer. The ratio of journeyperson to welders shall be determined solely by the Employer. Section 18-6. The Employer may utilize the most efficient methods or techniques of construction, tools or other labor saving devices to accomplish the work. Practices not a part of the terms and conditions of this Agreement, stand by crews and feather bedding practices will not be recognized. Section 18-7. It is recognized that specialized or unusual equipment may be installed and/ or serviced by individuals who have special training, skill, or qualifications and are not covered by this Agreement. Testing, inspection, or service performed on plant equipment under warranty may be performed by the vendor’s personnel. Section 18-8. Neither the Union nor its local unions shall coerce or in any way interfere with the Owner’s personnel, operation or facilities at the plant site. The Owner’s right to contract directly with other companies for work at the plant site shall not be limited, and the Union shall cooperate and not interfere with the Employer’s operations. Section 18-9. It is agreed that overtime is undesirable and not in the best interest of the industry or the employees; therefore, except in unusual circumstances, overtime will not be worked. Where unusual circumstances do exist, however, the Employer will have the right to assign specific employees and/or crews to perform such overtime work as is necessary to accomplish the job. Section 18-10. There will be no rest periods, organized coffee breaks or other non-working time established during working hours. Section 18-11. Individual seniority shall not be recognized or applied to employees working on projects under this Agreement. Section 18-12. The Employer shall establish such reasonable project rules as the Employer deems appropriate. These rules will be reviewed at the pre-job conference and posted at the project site by the Employer, and may be amended thereafter as necessary.