Common use of Covenants of the Customer Clause in Contracts

Covenants of the Customer. (a) The Customer agrees to maintain rates, fees and charges for the sale or use of Xxxxxx Capacity, Xxxxxx Energy, and Xxxxxx C Energy purchased hereunder, as allowed by the appropriate regulatory authority, if any, which, together with other available funds, shall provide to the Customer revenues sufficient to meet its obligations to the Authority under this Contract and the obligations of the Customer, if any, which are equal to or superior to its obligations under this Contract. Nothing herein shall be deemed to require the Customer to satisfy its obligations under this Contract from any source which would result in a violation of any statutory or constitutional provisions. (b) Except as noted in Sections 7 and 8, the Customer shall not sell, transfer, exchange or otherwise dispose of any of the Xxxxxx Capacity, Xxxxxx Energy, and Xxxxxx C Energy made available to the Customer hereunder other than for resale to its customers in the Customer’s service area or its own use, unless such sale, transfer, exchange or other disposition is approved by the Authority. Such approval shall be in the sole discretion of the Authority and not unreasonably withheld. (c) The Customer shall not sell or otherwise dispose of all or substantially all of its business or utilities operations from which it derives revenues to satisfy its obligations to the Authority under this Contract except on ninety (90) days prior written notice to the Authority and, in any event, shall not so sell or otherwise dispose of the same unless all of the following conditions are met: (i) the Customer shall assign this Contract and its rights and interest hereunder to the purchaser of its business or utilities operations and such purchaser shall assume all obligations of the Customer under this Contract; (ii) if and to the extent necessary to reflect such assignment and assumption, the Authority and such purchaser shall enter into an agreement supplemental to this Contract to clarify the terms on which Xxxxxx Capacity and Xxxxxx Energy is to be sold hereunder by the Authority to such purchaser; (iii) the Authority shall by resolution determine (which determination shall not be unreasonably withheld) that such sale or other disposition will not adversely affect the value of this Contract as security for the payment of Bonds and; (iv) the Authority receives an opinion of Bond Counsel that such sale or other disposition will not adversely affect the exemption of interest on Bonds from federal income taxation. For the purposes of this Section 13(c), sale or other disposition of substantially all of its business operations shall mean a sale or other disposition by the Customer that adversely affects Customer’s ability to continue to make its payments under this Contract. If Xxxxxx D-1 Capacity or Xxxxxx D-1 Energy is made available under this Contract, any assignment of this Contract and associated rights and interests therein pursuant to Section 13(c)(i) shall also require approval from Western. (d) On and after the effective date of this Contract, the Customer shall not, without written consent of the Authority, lease all or substantially all of its business or utility operations from which it derives revenues to satisfy its obligations under this Contract. The Authority will give its written consent to such lease upon being furnished with an opinion of Bond Counsel to the effect that such lease will not adversely affect the exemption of Bonds from federal income taxation. (e) The Customer will operate its utility system, its business, or the properties of its business operations from which it derives revenues to satisfy its obligations to the Authority under this Contract in accordance with normal accepted utility practice. (f) If the Customer owns and operates its own power system, then the Customer shall construct, operate, and maintain its power system in a manner that meets or exceeds generally accepted industry standards.

Covenants of the Customer. (a) The Customer agrees to maintain rates, fees and charges for the sale or use of the Xxxxxx Capacity, Xxxxxx Energy, Capacity and Xxxxxx C Energy purchased hereunder, as allowed by the appropriate regulatory authority, if any, which, together with other available funds, shall provide to the Customer revenues sufficient to meet its obligations to the Authority under this Contract and the obligations of the Customer, if any, which are equal to or superior to its obligations under this Contract. Nothing herein shall be deemed to require the Customer to satisfy its obligations under this Contract from any source which would result in a violation of any statutory or constitutional provisions. (b) Except as noted in Sections 7 and 8this Section 9(b), the Customer shall not sell, transfer, exchange or otherwise dispose of any of the Xxxxxx Capacity, Xxxxxx Energy, Capacity and Xxxxxx C Energy made available to the Customer hereunder other than for resale to its customers in the Customer’s 's service area or its own use, unless such sale, transfer, exchange or other disposition is specifically approved by the Authority. Such approval shall be in the sole discretion of the Authority and not unreasonably withheld. Subject to the Authority’s and its Scheduling Entity’s approval, the Customer may participate in banking, pooling or other similar exchange arrangements that allow the Customer to ultimately receive the benefit of the Customer’s Entitlement. Any exchange or banking arrangement must occur within the Contract Year and will be accounted for and billed by the Authority. For any banking arrangement, the Authority will xxxx the Customer at the time that Xxxxxx Capacity and Xxxxxx Energy is initially delivered to the Scheduling Entity or the Balancing Authority providing banking services. (c) The Customer shall not sell or otherwise dispose of all or substantially all of its business or utilities operations from which it derives revenues to satisfy its obligations to the Authority under this Contract except on ninety (90) 90 days prior written notice to the Authority and, in any event, shall not so sell or otherwise dispose of the same unless all of the following conditions are met: (i) the Customer shall assign this Contract and its rights and interest hereunder to the purchaser of its business or utilities operations and such purchaser shall assume all obligations of the Customer under this Contract; (ii) if and to the extent necessary to reflect such assignment and assumption, the Authority and such purchaser shall enter into an agreement supplemental to this Contract to clarify the terms on which Xxxxxx Capacity and Xxxxxx Energy is to be sold hereunder by the Authority to such purchaser; (iii) the Authority shall by resolution determine (which determination shall not be unreasonably withheld) that such sale or other disposition will not adversely affect the value of this Contract as security for the payment of Bonds and; (iv) the Authority receives an opinion of Bond Counsel that such sale or other disposition will not adversely affect the exemption of interest on Bonds from federal income taxation. For the purposes of this Section 13(c9(c), sale or other disposition of substantially all of its business operations shall mean a sale or other disposition by the Customer that which adversely affects Customer’s 's ability to continue to make its payments under this Contract. If Xxxxxx D-1 Capacity or Xxxxxx D-1 Energy is made available under this Contract, any assignment of this Contract and associated rights and interests therein pursuant to Section 13(c)(i) shall also require approval from Western. (d) On and after the effective date of this Contract, the Customer shall not, without written consent of the Authority, lease all or substantially all of its business or utility operations from which it derives revenues to satisfy its obligations under this Contract. The Authority will give its written consent to such lease upon being furnished with an opinion of Bond Counsel to the effect that such lease will not adversely affect the exemption of Bonds from federal income taxation. (e) The Customer will will, in accordance with normal accepted utility practice, operate its utility system, its business, system or the properties of its business operations from which it derives revenues to satisfy its obligations to the Authority under this Contract in accordance with normal accepted utility practiceContract. (f) The Customer or its Balancing Authority shall provide or cause to be provided operating reserve requirements for the Customer’s loads served under this Contract; provided that such reserves meet or exceed the minimum reserve criteria established by the North American Electric Reliability Corporation, Western Electric Coordinating Council, or successor organizations. (g) The Customer, through the Authority’s Scheduling Entity, may be required by the Authority to schedule a minimum rate of delivery of Xxxxxx Energy during the off-peak hours in order to allow the Bureau to comply with required minimum water releases. The amount of Xxxxxx Energy to be scheduled by the Customer, through the Authority’s Scheduling Entity, with respect to such minimum water releases shall be the product of the overall minimum rate of delivery of Xxxxxx Energy required for minimum water releases imposed upon the Authority by Western multiplied by a fraction where the numerator is the Xxxxxx Energy portion of Customer's Entitlement during such monthly billing period and the denominator is the aggregate amount of Xxxxxx Energy to be made available for sale by the Authority to all Customers during such monthly billing period. If the amount of Xxxxxx Energy and Xxxxxx C Energy scheduled by the other Customers for delivery during off-peak hours meets or exceeds the minimum rate of delivery imposed upon the Authority, the Customer may be permitted, at the sole discretion of the Authority, to reduce the amount of Xxxxxx Energy required to be scheduled by the Customer for delivery during off-peak hours pursuant to this subsection (g). (h) The Customer, through the Authority’s Scheduling Entity, may be required by the Authority to schedule a minimum rate of delivery of Xxxxxx Energy when the Authority purchases firming Energy on behalf of the Customer. The amount of Xxxxxx Energy to be scheduled at such minimum rate of delivery in connection with the Authority’s purchases of firming Energy shall be the product of the overall minimum rate of delivery for all such firming Energy purchased by the Authority multiplied by a fraction where the numerator is the amount of firming Energy purchased by the Authority for the Customer and the denominator is the aggregate amount of firming Energy purchased by the Authority from Western for all participating Customers. (i) If the Customer owns and operates its own power system, then the Customer shall construct, operate, and maintain its power system in a manner that meets or exceeds generally accepted industry standards.

Covenants of the Customer. (a) The Customer agrees to maintain rates, fees and charges for the sale or use of Xxxxxx Capacity, Xxxxxx Energy, Capacity and Xxxxxx C Energy purchased hereunder, as allowed by the appropriate regulatory authority, if any, which, together with other available funds, shall provide to the Customer revenues sufficient to meet its obligations to the Authority under this Contract and the obligations of the Customer, if any, which are equal to or superior to its obligations under this Contract. Nothing herein shall be deemed to require the Customer to satisfy its obligations under this Contract from any source which would result in a violation of any statutory or constitutional provisions. (b) Except as noted in Sections Section 7 and 8this Section 13(b), the Customer shall not sell, transfer, exchange or otherwise dispose of any of the Xxxxxx Capacity, Xxxxxx Energy, Capacity and Xxxxxx C Energy made available to the Customer hereunder other than for resale to its customers in the Customer’s 's service area or its own use, unless such sale, transfer, exchange or other disposition is specifically approved by the Authority. Such approval shall be in the sole discretion of the Authority and not unreasonably withheld. Subject to the Authority’s approval with input from its Scheduling Entity and Balancing Authority, the Customer may participate in arrangements listed in Section 7 that allow the Customer to ultimately receive the benefit of the Customer’s Allocation. (c) The Customer shall not sell or otherwise dispose of all or substantially all of its business or utilities operations from which it derives revenues to satisfy its obligations to the Authority under this Contract except on ninety (90) days prior written notice to the Authority and, in any event, shall not so sell or otherwise dispose of the same unless all of the following conditions are met: (i) the Customer shall assign this Contract and its rights and interest hereunder to the purchaser of its business or utilities operations and such purchaser shall assume all obligations of the Customer under this Contract; (ii) if and to the extent necessary to reflect such assignment and assumption, the Authority and such purchaser shall enter into an agreement supplemental to this Contract to clarify the terms on which Xxxxxx Capacity and Xxxxxx Energy is to be sold hereunder by the Authority to such purchaser; (iii) the Authority shall by resolution determine (which determination shall not be unreasonably withheld) that such sale or other disposition will not adversely affect the value of this Contract as security for the payment of Bonds and; (iv) the Authority receives an opinion of Bond Counsel that such sale or other disposition will not adversely affect the exemption of interest on Bonds from federal income taxation. For the purposes of this Section 13(c), sale or other disposition of substantially all of its business operations shall mean a sale or other disposition by the Customer that which adversely affects Customer’s 's ability to continue to make its payments under this Contract. If Xxxxxx D-1 Capacity or Xxxxxx D-1 Energy is made available under this Contract, any assignment of this Contract and associated rights and interests therein pursuant to Section 13(c)(i) shall also require approval from Western. (d) On and after the effective date of this Contract, the Customer shall not, without written consent of the Authority, lease all or substantially all of its business or utility operations from which it derives revenues to satisfy its obligations under this Contract. The Authority will give its written consent to such lease upon being furnished with an opinion of Bond Counsel to the effect that such lease will not adversely affect the exemption of Bonds from federal income taxation. (e) The Customer will will, in accordance with normal accepted utility practice, operate its utility system, its it’s business, or the properties of its business operations from which it derives revenues to satisfy its obligations to the Authority under this Contract in accordance with normal accepted utility practiceContract. (f) If the Customer owns and operates its own power system, then the Customer shall construct, operate, and maintain its power system in a manner that meets or exceeds generally accepted industry standards.

Covenants of the Customer. (a1) The Customer agrees hereby further covenants as follows: i. Not to maintain ratesborrow any money or moneys or avail any other finance or mark up facility from any bank, fees financial Institution or any other person and charges not to repay any existing debt or financial liability to anyone without obtaining prior written approval from the Bank. ii. Upon demand by the Bank, at any time or from time to time, to execute or cause to be executed all such instruments, deeds or documents which the Bank may in its sole discretion require. iii. As security for payment of the sale or use Purchase Price, the Customer undertakes to give the following security (ies), the terms and conditions of Xxxxxx Capacity, Xxxxxx Energy, and Xxxxxx C Energy purchased hereunderwhich shall be such as the Bank may determines: Hypothecation Pledge Mortgage And such other securities as the Bank may at any time require (hereinafter collectively referred to as the ‘Security”). iv. To furnish all such information, as allowed the Bank may at any time and from time to time require, relating to the position of the Security and pecuniary liabilities of the Customer or otherwise whatsoever. v. To keep the Security duly insured with an insurance company approved by the appropriate regulatory authority, if any, which, together with other available funds, shall provide Bank for a sum not less than the amount of Purchase Price due and payable to the Customer revenues sufficient to meet its obligations Bank and deliver to the Authority under this Contract and Bank, copies of receipts evidencing payment of premium. vi. To pay the obligations of Bank the Customer, if any, which are equal to or superior to Purchase Price on its obligations under this Contractdue date (s). vii. Nothing herein shall be deemed to require The sums owing from the Customer to satisfy the Bank shall be such as may be certified by a duly authorized officer of the Bank and the Customer agrees to the same being conclusive, an waives his right to challenge the same. viii. It is hereby agreed between the Parties hereto that were the Purchase price is payable in installments, failure on the part of Customer to pay any Installment on its obligations due date will entitle the Bank to demand immediate payment of the entire balance of the Purchase Price remaining due, notwithstanding anything to the contrary contained in this Agreement, and for recovery thereof to take possession of the Property and sell the same. ix. Notwithstanding anything contained hereinabove, it is hereby agreed that the Bank shall at all times, be at liberty and shall have the right to cancel the facilities under this Contract from Agreement, without assigning any source which would result in a violation reason, and demand immediate payment of the Purchase Price without assigning any statutory or constitutional provisionsreason thereof. The customer undertakes to pay the Bank liquidated damages at [insert percentage]% of the amount demanded by the Bank if not paid by the Customer. (b) Except as noted in Sections 7 x. That it is further agreed between the parties that the Demand Promissory Note executed by the customer and 8, the Customer shall not sell, transfer, exchange or otherwise dispose of any of the Xxxxxx Capacity, Xxxxxx Energy, and Xxxxxx C Energy made available delivered to the Customer hereunder other than for resale to its customers in the Customer’s service area or its own use, unless such sale, transfer, exchange or other disposition is approved by the Authority. Such approval Bank shall be in the sole discretion of the Authority and not unreasonably withheld. (c) The Customer shall not sell or otherwise dispose of all or substantially all of its business or utilities operations from which it derives revenues to satisfy its obligations to the Authority under this Contract except on ninety (90) days prior written notice to the Authority and, in any event, shall not so sell or otherwise dispose of the same unless all of the following conditions are met: (i) the Customer shall assign this Contract and its rights and interest hereunder to the purchaser of its business or utilities operations and such purchaser shall assume all obligations of the Customer under this Contract; (ii) if and to the extent necessary to reflect such assignment and assumption, the Authority and such purchaser shall enter into an agreement supplemental to this Contract to clarify the terms on which Xxxxxx Capacity and Xxxxxx Energy is to be sold hereunder by the Authority to such purchaser; (iii) the Authority shall by resolution determine (which determination shall not be unreasonably withheld) that such sale or other disposition will not adversely affect the value of this Contract as a continuing security for the payment of Bonds and; (iv) the Authority receives an opinion ultimate balance of Bond Counsel the aforesaid Purchase Price remaining unpaid and that such sale or other disposition will not adversely affect the exemption of interest customer shall remain liable on Bonds the said promissory note notwithstanding the fact that by payments made to the Bank from federal income taxation. For the purposes of this Section 13(c), sale or other disposition of substantially all of its business operations shall mean a sale or other disposition by the Customer that adversely affects Customer’s ability time to continue to make its payments under this Contract. If Xxxxxx D-1 Capacity or Xxxxxx D-1 Energy is made available under this Contract, any assignment of this Contract and associated rights and interests therein pursuant to Section 13(c)(i) shall also require approval from Western. (d) On and after the effective date of this Contracttime, the Customer shall not, without written consent of liability may be reduced or extinguished or even that the Authority, lease all or substantially all of its business or utility operations from which it derives revenues to satisfy its obligations under this Contract. The Authority will give its written consent to such lease upon being furnished with an opinion of Bond Counsel to the effect that such lease will not adversely affect the exemption of Bonds from federal income taxationaccount may at any time have been in credit. (e) The Customer will operate its utility system, its business, or the properties of its business operations from which it derives revenues to satisfy its obligations to the Authority under this Contract in accordance with normal accepted utility practice. (f) If the Customer owns and operates its own power system, then the Customer shall construct, operate, and maintain its power system in a manner that meets or exceeds generally accepted industry standards.

Covenants of the Customer. (a) The Customer agrees to maintain rates, fees and charges for the sale or use of Xxxxxx CapacityCapacity and, Xxxxxx Energy, and Xxxxxx C Energy purchased hereunder, as allowed by the appropriate regulatory authority, if any, which, together with other available funds, shall provide to the Customer revenues sufficient to meet its obligations to the Authority under this Contract and the obligations of the Customer, if any, which are equal to or superior to its obligations under this Contract. Nothing herein shall be deemed to require the Customer to satisfy its obligations under this Contract from any source which would result in a violation of any statutory or constitutional provisions. (b) Except as noted in Sections 7 and, 8 and 813(b), the Customer shall not sell, transfer, exchange or otherwise dispose of any of the Xxxxxx CapacityCapacity and, Xxxxxx Energy, and Xxxxxx C Energy made available to the Customer hereunder other than for resale to its customers in the Customer’s service area or its own use, unless such sale, transfer, exchange or other disposition is approved by the Authority. Such approval shall be in the sole discretion of the Authority and not unreasonably withheld. Subject to the Authority’s approval, which approval shall not be unreasonably withheld, the Customer may participate in arrangements addressed in Section 8 that allow the Customer to ultimately receive the benefit of the Customer’s Allocation. (c) The Customer shall not sell or otherwise dispose of all or substantially all of its business or utilities operations from which it derives revenues to satisfy its obligations to the Authority under this Contract except on ninety (90) days prior written notice to the Authority and, in any event, shall not so sell or otherwise dispose of the same unless all of the following conditions are met: (i) the Customer shall assign this Contract and its rights and interest hereunder to the purchaser of its business or utilities operations and such purchaser shall assume all obligations of the Customer under this Contract; (ii) if and to the extent necessary to reflect such assignment and assumption, the Authority and such purchaser shall enter into an agreement supplemental to this Contract to clarify the terms on which Xxxxxx Capacity and Xxxxxx Energy is to be sold hereunder by the Authority to such purchaser; (iii) the Authority shall by resolution determine (which determination shall not be unreasonably withheld) that such sale or other disposition will not adversely affect the value of this Contract as security for the payment of Bonds and; (iv) the Authority receives an opinion of Bond Counsel that such sale or other disposition will not adversely affect the exemption of interest on Bonds from federal income taxation. For the purposes of this Section 13(c), sale or other disposition of substantially all of its business operations shall mean a sale or other disposition by the Customer that adversely affects Customer’s ability to continue to make its payments under this Contract. If Xxxxxx D-1 Capacity or Xxxxxx D-1 Energy is made available under this Contract, any assignment of this Contract and associated rights and interests therein pursuant to Section 13(c)(i) shall also require approval from Western. (d) On and after the effective date of this Contract, the Customer shall not, without written consent of the Authority, lease all or substantially all of its business or utility operations from which it derives revenues to satisfy its obligations under this Contract. The Authority will give its written consent to such lease upon being furnished with an opinion of Bond Counsel to the effect that such lease will not adversely affect the exemption of Bonds from federal income taxation. (e) The Customer will operate its utility system, its business, or the properties of its business operations from which it derives revenues to satisfy its obligations to the Authority under this Contract in accordance with normal accepted utility practice. (f) If the Customer owns and operates its own power system, then the Customer shall construct, operate, and maintain its power system in a manner that meets or exceeds generally accepted industry standards.

Covenants of the Customer. (a) The Customer agrees to maintain rates, fees and charges for the sale or use of Xxxxxx Capacity, Xxxxxx Energy, and Xxxxxx C Energy purchased hereunder, as allowed by the appropriate regulatory authority, if any, which, together with other available funds, shall provide to the Customer revenues sufficient to meet its obligations to the Authority under this Contract and the obligations of the Customer, if any, which are equal to or superior to its obligations under this Contract. Nothing herein shall be deemed to require the Customer to satisfy its obligations under this Contract from any source which would result in a violation of any statutory or constitutional provisions. (b) Except as noted in Sections 7 and 8, the Customer shall not sell, transfer, exchange or otherwise dispose of any of the Xxxxxx Capacity, Xxxxxx Energy, and Xxxxxx C Energy made available to the Customer hereunder other than for resale to its customers in the Customer’s service area or its own use, unless such sale, transfer, exchange or other disposition is approved by the Authority. Such approval shall be in the sole discretion of the Authority and not unreasonably withheld. (c) The Customer shall not sell or otherwise dispose of all or substantially all of its business or utilities operations from which it derives revenues to satisfy its obligations to the Authority under this Contract except on ninety (90) days prior written notice to the Authority and, in any event, shall not so sell or otherwise dispose of the same unless all of the following conditions are met: (i) the Customer shall assign this Contract and its rights and interest hereunder to the purchaser of its business or utilities operations and such purchaser shall assume all obligations of the Customer under this Contract; (ii) if and to the extent necessary to reflect such assignment and assumption, the Authority and such purchaser shall enter into an agreement supplemental to this Contract to clarify the terms on which Xxxxxx Capacity and Xxxxxx Energy is to be sold hereunder Author by the Authority to such purchaser; (iii) participating Customer toward the Authority shall by resolution determine (which determination shall not be unreasonably withheld) that such sale or other disposition will not adversely affect the value of this Contract as security for the payment of Bonds and; (iv) the Authority receives an opinion of Bond Counsel that such sale or other disposition will not adversely affect the exemption of interest on Bonds from federal income taxationpower development activity. For the purposes of this Section 13(c), sale or other disposition of substantially all of its business operations shall mean a sale or other disposition by the Customer that adversely affects Customer’s ability to continue to make its payments under this Contract. If Xxxxxx D-1 Capacity or Xxxxxx D-1 Energy is made available under this Contract, any assignment of this Contract and associated rights and interests therein pursuant to Section 13(c)(i) shall also require approval from Western. (d) On and after the effective date of this Contract, the Customer shall not, without written consent of the Authority, lease all or substantially all of its business or utility operations from which it derives revenues to satisfy its obligations under this Contract. The Authority will give its written consent to such lease upon being furnished with an opinion of Bond Counsel to the effect that such lease will not adversely affect the exemption of Bonds from federal income taxation. (e) The Customer will operate its utility system, its business, or the properties of its business operations from which it derives revenues to satisfy its obligations to the Authority under this Contract in accordance with normal accepted utility practice. (f) If the Customer owns and operates its own power system, then the Customer shall construct, operate, and maintain its power system in a manner that meets or exceeds generally accepted industry standards.Author

Covenants of the Customer. (a) The Customer agrees to maintain rates, fees and charges for the sale or use of the Xxxxxx Capacity, Xxxxxx Energy, Capacity and Xxxxxx C Energy purchased hereunder, as allowed by the appropriate regulatory authority, if any, which, together with other available funds, shall provide to the Customer revenues sufficient to meet its obligations to the Authority under this Contract and the obligations of the Customer, if any, which are equal to or superior to its obligations under this Contract. Nothing herein shall be deemed to require the Customer to satisfy its obligations under this Contract from any source which would result in a violation of any statutory or constitutional provisions. (b) Except as noted in Sections 7 and 8, the The Customer shall not sell, transfer, exchange or otherwise dispose of any of the Xxxxxx Capacity, Xxxxxx Energy, Capacity and Xxxxxx C Energy made available to the Customer hereunder other than for resale to its customers in the Customer’s 's service area or its own use, unless such sale, transfer, exchange or other disposition is specifically approved by the Authority. Such approval shall be in the sole discretion of the Authority and not unreasonably withheld. Subject to the Authority’s approval, the Customer may participate in a banking, pooling or other similar exchange arrangement that allows the Customer to ultimately receive the benefit of the Customer’s Entitlement. (c) The Customer shall not sell or otherwise dispose of all or substantially all of its business or utilities operations from which it derives revenues to satisfy its obligations to the Authority under this Contract except on ninety (90) 90 days prior written notice to the Authority and, in any event, shall not so sell or otherwise dispose of the same unless all of the following conditions are met: (i) the Customer shall assign this Contract and its rights and interest hereunder to the purchaser of its business or utilities operations and such purchaser shall assume all obligations of the Customer under this Contract; (ii) if and to the extent necessary to reflect such assignment and assumption, the Authority and such purchaser shall enter into an agreement supplemental to this Contract to clarify the terms on which Xxxxxx Capacity and Xxxxxx Energy is to be sold hereunder by the Authority to such purchaser; (iii) the Authority shall by resolution determine (which determination shall not be unreasonably withheld) that such sale or other disposition will not adversely affect the value of this Contract as security for the payment of Bonds and; (iv) the Authority receives an opinion of Bond Counsel that such sale or other disposition will not adversely affect the exemption of interest on Bonds from federal income taxation. For the purposes of this Section 13(c9(c), sale or other disposition of substantially all of its business operations shall mean a sale or other disposition by the Customer that which adversely affects Customer’s 's ability to continue to make its payments under this Contract. If Xxxxxx D-1 Capacity or Xxxxxx D-1 Energy is made available under this Contract, any assignment of this Contract and associated rights and interests therein pursuant to Section 13(c)(i) shall also require approval from Western. (d) On and after the effective date of this Contract, the Customer shall not, without written consent of the Authority, lease all or substantially all of its business or utility operations from which it derives revenues to satisfy its obligations under this Contract. The Authority will give its written consent to such lease upon being furnished with an opinion of Bond Counsel to the effect that such lease will not adversely affect the exemption of Bonds from federal income taxation. (e) The Customer will agrees, that it shall, in accordance with normal accepted utility practice, operate its utility system, its business, system or the properties of its business operations from which it derives revenues to satisfy its obligations to the Authority under this Contract in accordance with normal accepted utility practiceContract. (f) The Customer shall cause its balancing authority to provide or cause to be provided spinning reserve requirements for its load, including Customer loads served under this Contract; provided that such reserves meet or exceed the minimum reserve criteria established by the Western Systems Coordinating Council or a successor organization. [Drafting Note: Subject to Change Based on Boulder Canyon Project Agreement Technical Task Force Review of Reserve Requirements.] (g) The Customer may be required by the Authority to schedule a minimum rate of delivery of Xxxxxx Energy during the off-peak hours in order to allow the Bureau to comply with required minimum water releases and for Western to fulfill firm Energy purchase obligations. [Drafting Note: Subject to Change Based on Boulder Canyon Project Agreement Technical Task Force Review of Minimum Delivery Requirements.] The amount of Xxxxxx Energy to be scheduled by the Customer with respect to such minimum water releases shall be the product of the overall minimum rate of delivery of Xxxxxx Energy required for minimum water releases imposed upon the Authority by Western multiplied by a fraction where the numerator is the Xxxxxx Energy portion of Customer's Entitlement during such monthly billing period and the denominator is the aggregate amount of Xxxxxx Energy to be made available for sale by the Authority to all Customers during such monthly billing period. The amount of Xxxxxx Energy to be scheduled at such minimum rate of delivery in connection with Western's purchases of firming Energy shall be the product of the overall minimum rate of delivery for all such firming Energy imposed upon the Authority by Western multiplied by a fraction where the numerator is the amount of firming Energy purchased by the Authority from Western for the Customer and the denominator is the aggregate amount of firming Energy purchased by the Authority from Western for all the Customers. If the amount of Xxxxxx Energy and Xxxxxx C Energy scheduled by the other Customers for delivery during off-peak hours meets or exceeds the minimum rate of delivery imposed upon the Authority, the Customer may be permitted, at the sole discretion of the Authority, to reduce the amount of Xxxxxx Energy required to be scheduled by the Customer for delivery during off-peak hours pursuant to this subsection (g) (h) If Customer owns and operates its own power system, then the Customer shall construct, operate, and maintain its power system in a manner that meets or exceeds generally accepted industry standards.