Common use of Coordination Committee Clause in Contracts

Coordination Committee. 18.1 As a means of securing effective cooperation and interchange of information and of providing consultation on a prompt and orderly basis among the Participants in connection with various administrative and technical problems which may arise from time to time under this Agreement, the Coordination Committee shall remain in existence during the term of this Agreement. Except as otherwise expressly provided in this Agreement, the Coordination Committee shall have no authority to modify any of the provisions of this Agreement. 18.2 The Coordination Committee shall consist of one representative from each Participant who shall be an officer or other duly authorized representative of a Participant. Any of the Participants may designate an alternate or substitute to act as its representative on the Coordination Committee in the absence of the regular representative on the Coordination Committee or to act on specified occasions or with respect to specified matters. Each Participant shall notify the other Participants promptly, in writing, of the designation of its representative and alternate representative on the Coordination Committee and of any subsequent changes in such designations. The chairperson of the Coordination Committee shall be a representative employed by the Operating Agent. 18.3 The Coordination Committee shall have the following functions and responsibilities: 18.3.1 Provide liaison between and among the Participants. 18.3.2 Exercise general supervision over the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.3.3 Consider and act upon all matters referred to the Coordination Committee by the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.4 Any action or determination of the Coordination Committee shall require a vote of the Participants in accordance with Sections 18.4.1, 18.4.2 or 18.4.3. A Participant’s Coordination Committee representative shall be entitled to vote on all matters except those actions or determinations which relate solely to a Unit or to common property in which such Participant does not have a Participation Share or as provided in Section 35.4.1. If a Participant’s right to vote has been suspended pursuant to Section 35.4.1, the requisite majorities for actions or determinations specified in Sections 18.4.1, 18.4.2 and 18.4.3 shall be adjusted in proportion to the number of Participants whose right to vote has not been suspended. An example of such an adjustment is provided in Exhibit VIII, attached hereto and incorporated herein. Maintenance scheduling and operation during periods of curtailment of the total San Xxxx Project are not matters which relate solely to a Unit, but are deemed to be matters affecting all Units. 18.4.1 Except as provided in Sections 18.4.2 and 18.4.3, any actions or determinations brought before the Coordination Committee shall require the following vote: (a) More than a sixty-six and two thirds percent (66 2/3%) majority of the Participation Shares of the Participants in a Unit or common property as defined in Section 6.2; and (b) More than a sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants having a Participation Share in a Unit or common property as defined in Section 6.2. 18.4.2 Any action or determination of the Coordination Committee related to common property as set forth in Section 6.2.6 and involving an expenditure greater than five million dollars ($5,000,000) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of the individual Participants. 18.4.3 Any action or determination of the Coordination Committee regarding any amendment of the Underground Coal Sales Agreement, replacement of the Underground Coal Sales Agreement with a new agreement or any interim coal pricing agreement related to the Underground Coal Sales Agreement (or its successor) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) 18.5 The Coordination Committee shall keep written minutes and records of all meetings. Any action or determination made by the Coordination Committee shall be reduced to writing and shall become effective when signed by the representatives of the Participants entitled to vote thereon, representing a voting majority of the members of the Coordination Committee, as defined in Section 18.4; provided, however, in the event of an Operating Emergency, actions or determinations may be made on the basis of oral agreements among duly authorized representatives of the respective Participants entitled to vote thereon, and such action or determination subsequently shall be reduced to writing. Coordination Committee representatives may, by prior arrangement with the chairperson of the Coordination Committee, attend a meeting of the Coordination Committee by conference call or video conferencing. A Coordination Committee representative who is unable to attend a meeting of the Coordination Committee may vote in absentia by delivering to the chairperson of the Coordination Committee, at least twenty-four (24) hours prior to the scheduled commencement of the meeting, a written statement, including by e-mail or facsimile, identifying the matter to be voted on and how the representative desires to vote. 18.6 Except for matters subject to the voting requirements of Section 18.4.3, in the event the Coordination Committee fails to reach agreement on any matter, which such committee is authorized to determine, approve or otherwise act upon after a reasonable opportunity to do so, then the Operating Agent shall be authorized and obligated to take such reasonable and prudent action, consistent with Prudent Utility Practice, as is necessary to the successful and proper operation and maintenance of the San Xxxx Project, pending the resolution, by arbitration or otherwise, of any such inability or failure to agree. 18.7 In the event the Coordination Committee fails to reach agreement on a matter subject to the voting requirements of Section 18.4.3, then an impasse shall be deemed to exist and the Participants which are signatories to the Underground Coal Sales Agreement then in effect shall have the obligation and the responsibility, consistent with Prudent Utility Practice, to maintain a supply of coal to the San Xxxx Project.

Coordination Committee. 18.1 9.1. As a means of securing effective cooperation and interchange of information and of providing consultation on a prompt and orderly basis among the Participants in connection with various administrative and technical problems problems, which may arise from time to time under in connection with the terms and, conditions of this Co-Tenancy Agreement, the parties hereto hereby establish a Coordination Committee. 9.2. The Coordination Committee shall remain consist of one representative from each Participant, who shall be an officer of the Participant, except in existence during the term case of Salt River Project, in which case the representative shall be either the General Manager or the General Manager’s designee. It shall be the function and responsibility of the Coordination Committee to consider such matters as are herein specifically provided and as may be provided from time to time by amendment of or supplement to this Co-Tenancy Agreement 9.3. Except as otherwise expressly provided in this Agreement, the The Coordination Committee shall have no authority to modify any of the provisions of this Co-Tenancy Agreement. 18.2 The 9.4. Each Participant shall notify the other Participants promptly of the designation of its representative or representatives on the Coordination Committee shall consist and of one representative from each Participant who shall be an officer or other duly authorized representative of a Participantany subsequent change in such designation. Any of the Participants may may, by written notice to the other Participants, designate an alternate or substitute to act as its representative on the Coordination Committee in the absence of the regular representative on member of the Coordination Committee or to act on specified occasions or with respect to specified matters. Each Participant shall notify the other Participants promptly, in writing, of the designation of its representative and alternate representative on the Coordination Committee and of any subsequent changes in such designations. The chairperson of the Coordination Committee shall be a representative employed by the Operating Agent. 18.3 The Coordination Committee shall have the following functions and responsibilities: 18.3.1 Provide liaison between and among the Participants. 18.3.2 Exercise general supervision over the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.3.3 Consider and act upon all matters referred to the Coordination Committee by the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.4 9.5. Any action or determination of the Coordination Committee shall require a vote of the Participants in accordance with Sections 18.4.1, 18.4.2 or 18.4.3. A Participant’s Coordination Committee representative shall be entitled to vote on all matters except those actions or determinations which relate solely to a Unit or to common property in which such Participant does not have a Participation Share or as provided in Section 35.4.1. If a Participant’s right to vote has been suspended pursuant to Section 35.4.1, the requisite majorities for actions or determinations specified in Sections 18.4.1, 18.4.2 and 18.4.3 shall be adjusted in proportion to the number of Participants whose right to vote has not been suspended. An example of such an adjustment is provided in Exhibit VIII, attached hereto and incorporated herein. Maintenance scheduling and operation during periods of curtailment of the total San Xxxx Project are not matters which relate solely to a Unit, but are deemed to be matters affecting all Units. 18.4.1 Except as provided in Sections 18.4.2 and 18.4.3, any actions or determinations brought before the Coordination Committee shall require the following vote: (a) More than a sixty-six and two thirds percent (66 2/3%) majority of the Participation Shares The affirmative vote of the Participants in a Unit or common property as defined in Section 6.2owning at least 75% of the Net Effective Generating Capacity; and (b) More than a sixty-six and two thirds percent (66 2/3%) majority The affirmative vote of at least 60% of the number individual Participants. For purposes of this Section 9.5(b) and any other provisions requiring the vote of a committee, for any two or more Participants where: (i) one of the Participants directly or indirectly controls the other Participant(s) or (ii) the Participants are under common control (e.g., subsidiaries or affiliates), such two or more Participants shall be deemed one individual Participants having a Participation Share in a Unit or common property as defined in Section 6.2Participant and represent one individual vote. 18.4.2 Any action 9.6. Notwithstanding Section 9.5, any actions or determination determinations of the Coordination Committee related to common property the matters set forth below shall require the unanimous vote of the Participants: (a) Any change in a Participant’s share of Net Effective Generating Capacity or energy, or ancillary services therefrom, except as provided in Section 20.2, or increase of a Participant’s share of the operating expenses or capital expenditures of the Four Corners Project; (b) Except as set forth in Section 6.2.6 and involving 9.9, approval of a Capital Improvement with an expenditure greater than five million dollars ($5,000,000) shall require estimated cost, at the following vote: (a) More than an eighty-two percent (82%) majority time of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of the individual Participants. 18.4.3 Any action or determination of the Coordination Committee regarding any amendment of the Underground Coal Sales Agreement, replacement of the Underground Coal Sales Agreement with a new agreement or any interim coal pricing agreement related to the Underground Coal Sales Agreement (or its successor) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) 18.5 The Coordination Committee shall keep written minutes and records of all meetings. Any action or determination made consideration by the Coordination Committee shall be reduced to writing and shall become effective when signed by the representatives of the Participants entitled to vote thereon, representing a voting majority of the members of the Coordination Committee, in excess of $200,000,000, as adjusted for increases or decreases in the Consumer Price Index occurring after July 16, 2016; or (c) A decision to rebuild Xxxx 0 or Unit 5 of the Four Corners Project if all or substantially all of Unit 4 or Unit 5 is destroyed or damaged. 9.7. For purposes of Section 9, a “Capital Improvement” shall have the meaning set forth in Section 5.5(a), but also mean a singular project for which the total aggregate cost, which may include multiple purchase orders and multiple contractors, exceeds $200,000,000.00. In the event a Capital Project involves Unit 4 or Unit 5, each unit shall be treated separately and the $200,000,000 amount shall apply per unit and not be aggregated. 9.8. In no event may the Operating Agent, as that term is defined in the Operating Agreement, claim that a Capital Improvement meeting the definitions set forth in Section 18.4; provided5.5(a) and Section 9.7, howeveris necessary to operate the Four Corners Project in accordance with Prudent Utility Practice, as provided for in the event of an Operating Emergency, actions or determinations may be made on the basis of oral agreements among duly authorized representatives Section 14.4 of the respective Participants entitled Operating Agreement. 9.9. Beginning on July 6, 2016, Section 9.6(b) shall not apply to vote thereonthe installation of selective catalytic reduction equipment on either Unit 4 or Unit 5, as required by federal law (“SCR Projects”) and such action or determination subsequently SCR Projects shall be reduced to writing. Coordination Committee representatives may, by prior arrangement with the chairperson of the Coordination Committee, attend a meeting of the Coordination Committee by conference call or video conferencing. A Coordination Committee representative who is unable to attend a meeting of the Coordination Committee may vote in absentia by delivering to the chairperson of the Coordination Committee, at least twenty-four (24) hours prior to the scheduled commencement of the meeting, a written statement, including by e-mail or facsimile, identifying the matter to be voted on and how the representative desires to vote. 18.6 Except for matters subject to the voting requirements of Section 18.4.3, in 9.5. 9.10. In the event that the Coordination Committee fails to reach agreement on any matter, which such committee is authorized to determine, does not approve or otherwise act upon after a reasonable opportunity to do so, then the Operating Agent shall be authorized and obligated to take such reasonable and prudent action, consistent with Prudent Utility Practice, as is necessary to the successful and proper operation and maintenance of the San Xxxx Project, pending the resolution, by arbitration or otherwise, of any such inability or failure to agree. 18.7 In the event the Coordination Committee fails to reach agreement on a matter Capital Project subject to the voting requirements of Section 18.4.39.6(b), then an impasse the Participant(s) that voted against the Capital Project shall be deemed to exist and work in good faith with the Participants which are signatories that voted in favor of the Capital Project, in order to assure the continued operation of the Four Corners Project, including commercially reasonable efforts by the Participants that voted against the Capital Improvements Project to sell their interests in the Four Corners Project. If the Participants cannot agree on a sale or transfer of their respective rights, titles and interests to the Underground Coal Sales Agreement then in effect Four Corners Project, pursuant to Section 13, the Participants agree that each of them shall have the right to seek equitable relief, without being subject to the dispute resolution requirements of Section 19. 9.11. In the event one or more Participants abstains from a vote governed by Section 9.5, does not participate in consideration of a particular matter, notwithstanding the opportunity to do so, or is not entitled to vote pursuant to Section 20.2 of this Co-Tenancy Agreement, actions or determinations brought before the Coordination Committee shall require the affirmative vote of: (a) the Participants owning at least 75% of the remaining Net Effective Generating Capacity (after subtracting the percentage of Net Effective Generating Capacity owned by the abstaining, non-participating, or defaulting Participant(s)) and (b) at least 60% of the individual Participants that are voting. 9.12. In the event one or more Participants abstains from or does not participate in a vote governed by Section 9.6, or cannot vote as a result of a default, actions or determinations brought before the Coordination Committee shall require the unanimous affirmative vote of the voting Participants. 9.13. A Participant shall abstain from voting on any matter if the Participant has a conflict of interest with respect to that matter. 9.14. Each Participant shall advise the Coordination Committee if the Participant has a conflict of interest with respect to any matter being considered by the Coordination Committee, provided that the failure of a Participant to advise the Coordination Committee of a conflict of interest shall not relieve that Participant of its obligation to abstain from voting on the matter. A conflict of interest shall include matters relating to the new uses of land or other property rights for the Four Corners Project and contracts or other agreements to provide goods or services (other than the responsibilityservices provided by the Operating Agent), consistent with Prudent Utility Practiceincluding fuel, to maintain the Four Corners Project, where such Participant or such Participant’s parent or an affiliate of such Participant is the counterparty to such contract or agreement. The determination of whether a supply conflict of coal interest exists shall be made by the Coordination Committee. 9.15. For the avoidance of doubt, in the event of matters involving directly or indirectly the permanent shutdown of the operations of the Four Corners Project and/or the termination of the 2016 Four Corners Coal Supply Agreement (the “CSA”), NTEC affirmatively agrees and acknowledges that it will or may have a conflict of interest in such matter(s), and expressly agrees that it: (i) shall not oppose or object to such matter(s) and (ii) shall abstain from any vote as to such matter(s). This provision overrides and supersedes anything contrary to, or directly or indirectly inconsistent with, this provision in the San Xxxx ProjectProject Agreements, the CSA, or any other related documents.

Coordination Committee. 18.1 As a means of securing effective cooperation and interchange of information and of providing consultation on a prompt and orderly basis among the Participants in connection with various administrative and technical problems which may arise from time to time under this Agreement, the Coordination Committee shall remain in existence during the term of this Agreement. Except as otherwise expressly provided in this Agreement, the Coordination Committee shall have no authority to modify any of the provisions of this Agreement. 18.2 The Coordination Committee shall consist of one representative from each Participant who shall be an officer or other duly authorized representative of a Participant. Any of the Participants may designate an alternate or substitute to act as its representative on the Coordination Committee in the absence of the regular representative on the Coordination Committee or to act on specified occasions or with respect to specified matters. Each Participant shall notify the other Participants promptly, in writing, of the designation of its representative and alternate representative on the Coordination Committee and of any subsequent changes in such designations. The chairperson of the Coordination Committee shall be a representative employed by the Operating Agent. 18.3 The Coordination Committee shall have the following functions and responsibilities: 18.3.1 Provide liaison between and among the Participants. 18.3.2 Exercise general supervision over the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.3.3 Consider and act upon all matters referred to the Coordination Committee by the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.4 Any action or determination of the Coordination Committee shall require a vote of the Participants in accordance with Sections 18.4.1, 18.4.2 or 18.4.3. A Participant’s Coordination Committee representative shall be entitled to vote on all matters except those actions or determinations which relate solely to a Unit or to common property in which such Participant does not have a Participation Share or as provided in Section 35.4.1. If a Participant’s right to vote has been suspended pursuant to Section 35.4.1, the requisite majorities for actions or determinations specified in Sections 18.4.1, 18.4.2 and 18.4.3 shall be adjusted in proportion to the number of Participants whose right to vote has not been suspended. An example of such an adjustment is provided in Exhibit VIII, attached hereto and incorporated herein. Maintenance scheduling and operation during periods of curtailment of the total San Xxxx Project are not matters which relate solely to a Unit, but are deemed to be matters affecting all Units18. 18.4.1 Except as provided in Sections 18.4.2 and 18.4.3, any actions or determinations brought before the Coordination Committee shall require the following vote: (a) More than a sixty-six and two thirds percent (66 2/3%) majority of the Participation Shares of the Participants in a Unit or common property as defined in Section 6.2; and (b) More than a sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants having a Participation Share in a Unit or common property as defined in Section 6.2. 18.4.2 Any action or determination of the Coordination Committee related to common property as set forth in Section 6.2.6 and involving an expenditure greater than five million dollars ($5,000,000) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of the individual Participants. 18.4.3 Any action or determination of the Coordination Committee regarding any amendment of the Underground Coal Sales Agreement, replacement of the Underground Coal Sales Agreement with a new agreement or any interim coal pricing agreement related to the Underground Coal Sales Agreement (or its successor) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) 18.5 The Coordination Committee shall keep written minutes and records of all meetings. Any action or determination made by the Coordination Committee shall be reduced to writing and shall become effective when signed by the representatives of the Participants entitled to vote thereon, representing a voting majority of the members of the Coordination Committee, as defined in Section 18.4; provided, however, in the event of an Operating Emergency, actions or determinations may be made on the basis of oral agreements among duly authorized representatives of the respective Participants entitled to vote thereon, and such action or determination subsequently shall be reduced to writing. Coordination Committee representatives may, by prior arrangement with the chairperson of the Coordination Committee, attend a meeting of the Coordination Committee by conference call or video conferencing. A Coordination Committee representative who is unable to attend a meeting of the Coordination Committee may vote in absentia by delivering to the chairperson of the Coordination Committee, at least twenty-four (24) hours prior to the scheduled commencement of the meeting, a written statement, including by e-mail or facsimile, identifying the matter to be voted on and how the representative desires to vote. 18.6 Except for matters subject to the voting requirements of Section 18.4.3, in the event the Coordination Committee fails to reach agreement on any matter, which such committee is authorized to determine, approve or otherwise act upon after a reasonable opportunity to do so, then the Operating Agent shall be authorized and obligated to take such reasonable and prudent action, consistent with Prudent Utility Practice, as is necessary to the successful and proper operation and maintenance of the San Xxxx Project, pending the resolution, by arbitration or otherwise, of any such inability or failure to agree. 18.7 In the event the Coordination Committee fails to reach agreement on a matter subject to the voting requirements of Section 18.4.3, then an impasse shall be deemed to exist and the Participants which are signatories to the Underground Coal Sales Agreement then in effect shall have the obligation and the responsibility, consistent with Prudent Utility Practice, to maintain a supply of coal to the San Xxxx Project.

Coordination Committee. 18.1 As a means of securing effective cooperation and interchange of information and of providing consultation on a prompt and orderly basis among the Participants in connection with various administrative and technical problems which may arise from time to time under this Agreement, the Coordination Committee shall remain in existence during the term of this Agreement. Except as otherwise expressly provided in this Agreement, the Coordination Committee shall have no authority to modify any of the provisions of this Agreement. 18.2 The Coordination Committee shall consist of one representative from each Participant who shall be an officer or other duly authorized representative of a Participant. Any of the Participants may designate an alternate or substitute to act as its representative on the Coordination Committee in the absence of the regular representative on the Coordination Committee or to act on specified occasions or with respect to specified matters. Each Participant shall notify the other Participants promptly, in writing, of the designation of its representative and alternate representative on the Coordination Committee and of any subsequent changes in such designations. The chairperson of the Coordination Committee shall be a representative employed by the Operating Agent. 18.3 The Coordination Committee shall have the following functions and responsibilities: 18.3.1 Provide liaison between and among the Participants. 18.3.2 Exercise general supervision over the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.3.3 Consider and act upon all matters referred to the Coordination Committee by the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.4 Any action or determination of the Coordination Committee shall require a vote of the Participants in accordance with Sections 18.4.1, 18.4.2 18.4.2, 18.4.3 or 18.4.3. A Participant’s Coordination Committee representative shall be entitled to vote on all matters except those actions or determinations which relate solely to a Unit or to common property in which such Participant does not have a Participation Share or as provided in Section 35.4.1. If a Participant’s right to vote has been suspended pursuant to Section 35.4.1, the requisite majorities for actions or determinations specified in Sections 18.4.1, 18.4.2 and 18.4.3 shall be adjusted in proportion to the number of Participants whose right to vote has not been suspended. An example of such an adjustment is provided in Exhibit VIII, attached hereto and incorporated herein. Maintenance scheduling and operation during periods of curtailment of the total San Xxxx Project are not matters which relate solely to a Unit, but are deemed to be matters affecting all Units18. 18.4.1 Except as provided in Sections 18.4.2 and 18.4.3, any actions or determinations brought before the Coordination Committee shall require the following vote: (a) More than a sixty-six and two thirds percent (66 2/3%) majority of the Participation Shares of the Participants in a Unit or common property as defined in Section 6.2; and (b) More than a sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants having a Participation Share in a Unit or common property as defined in Section 6.2. 18.4.2 Any action or determination of the Coordination Committee related to common property as set forth in Section 6.2.6 and involving an expenditure greater than five million dollars ($5,000,000) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of the individual Participants. 18.4.3 Any action or determination of the Coordination Committee regarding any amendment of the Underground Coal Sales Agreement, replacement of the Underground Coal Sales Agreement with a new agreement or any interim coal pricing agreement related to the Underground Coal Sales Agreement (or its successor) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) 18.5 The Coordination Committee shall keep written minutes and records of all meetings. Any action or determination made by the Coordination Committee shall be reduced to writing and shall become effective when signed by the representatives of the Participants entitled to vote thereon, representing a voting majority of the members of the Coordination Committee, as defined in Section 18.4; provided, however, in the event of an Operating Emergency, actions or determinations may be made on the basis of oral agreements among duly authorized representatives of the respective Participants entitled to vote thereon, and such action or determination subsequently shall be reduced to writing. Coordination Committee representatives may, by prior arrangement with the chairperson of the Coordination Committee, attend a meeting of the Coordination Committee by conference call or video conferencing. A Coordination Committee representative who is unable to attend a meeting of the Coordination Committee may vote in absentia by delivering to the chairperson of the Coordination Committee, at least twenty-four (24) hours prior to the scheduled commencement of the meeting, a written statement, including by e-mail or facsimile, identifying the matter to be voted on and how the representative desires to vote. 18.6 Except for matters subject to the voting requirements of Section 18.4.3, in the event the Coordination Committee fails to reach agreement on any matter, which such committee is authorized to determine, approve or otherwise act upon after a reasonable opportunity to do so, then the Operating Agent shall be authorized and obligated to take such reasonable and prudent action, consistent with Prudent Utility Practice, as is necessary to the successful and proper operation and maintenance of the San Xxxx Project, pending the resolution, by arbitration or otherwise, of any such inability or failure to agree. 18.7 In the event the Coordination Committee fails to reach agreement on a matter subject to the voting requirements of Section 18.4.3, then an impasse shall be deemed to exist and the Participants which are signatories to the Underground Coal Sales Agreement then in effect shall have the obligation and the responsibility, consistent with Prudent Utility Practice, to maintain a supply of coal to the San Xxxx Project.