Common use of Establishment and Authorization of the Coordinating Committee Clause in Contracts

Establishment and Authorization of the Coordinating Committee. 6.1.1 The Coordinating Committee is hereby established and duly authorized to act on behalf of the SCPPA Participants as provided in this Section 6 for the purpose of (i) providing coordination among, and information to, the SCPPA Participants and SCPPA, (ii) the administration of the Power Purchase Agreement, (iii) the administration of the Project Agreements, (iv) making any recommendations to the Board of Directors regarding the administration of the Project and any acquisitions related thereto and (v) execution of the Coordinating Committee responsibilities set forth in Section 6.2 hereof, including the various financial, administrative, and technical matters which may arise from time to time in connection with the Project or the administration thereof, and such further developments as may need to be addressed. 6.1.2 The Coordinating Committee shall consist of one designated representative from each SCPPA Participant and a non-voting representative from SCPPA. Each of the SCPPA Participants shall be entitled to cast a vote equal to its Participant Facility Products Cost Share as set forth in Appendix B hereof. Within thirty (30) Days after SCPPA has entered into this Agreement, Purchaser shall provide notice to SCPPA and each other SCPPA Participant of its representative on the Coordinating Committee. An alternate representative may be appointed by similar written notice. The alternative representative so appointed may act on the Coordinating Committee, or on any subcommittee established by the Coordinating Committee, in the absence of such SCPPA Participant’s primary designated representative. An alternate representative may attend all meetings of the Coordinating Committee but may vote only if the representative for whom she/he serves as alternate is absent. Purchaser shall promptly give written notice concurrently to each other SCPPA Participant and SCPPA of any change in the designation of its representative or alternative representative on the Coordinating Committee or any subcommittee. SCPPA shall promptly give written notice to Purchaser and each other SCPPA Participant of any changes in the designation of its representative on the Coordinating Committee or any subcommittee. 6.1.3 No representative of any of the SCPPA Participants shall exercise any greater authority than permitted for the SCPPA Participant which she/he represents. 6.1.4 The Project Manager shall promptly call a meeting of the Coordinating Committee at the request of any representative of the SCPPA Participants in a manner and to the extent permitted by law. 6.1.5 For the purpose of conducting meetings, a quorum shall exist so long as SCPPA’s representative and the representatives of the SCPPA Participants holding not less than eighty percent (80%) of the total Participant Facility Products Cost Shares shall be present. 6.1.6 Except as may otherwise be provided in an agreement to which all of the SCPPA Participants agree, all actions taken by the Coordinating Committee shall require an affirmative vote of SCPPA Participants having Participant Facility Products Cost Shares aggregating at least eighty percent (80%) of the total Participant Facility Products Cost Shares. Unless the Board of Directors shall otherwise determine to require a majority vote pursuant to the terms of the Joint Powers Agreement, all actions with respect to the Project taken by the SCPPA Board of Directors shall require an affirmative vote of at least eighty percent (80%) of the Project Votes (as defined in SCPPA’s Joint Powers Agreement, dated as of November 1, 1980, as amended from time to time) cast thereon. Notwithstanding the forgoing, however, if a proposed action before the Coordinating Committee or the Board of Directors relates solely to the interests of a single SCPPA Participant (other than Purchaser) and Purchaser determines, in good faith, that such proposed action will not adversely affect, economically or otherwise, its interests, then Purchaser agrees that it shall not unreasonably withhold its affirmative vote with respect to such proposed action. 6.1.7 Purchaser acknowledges and agrees that SCPPA, through the Coordinating Committee or the Board of Directors, as applicable, may from time to time enter into Project Agreements or amendments of and supplements to the applicable Project Agreements (in accordance with their respective terms) and that, except as provided herein or as otherwise provided by resolution of the Board of Directors, SCPPA will not be required to obtain the consent or approval of Purchaser in connection with any such Project Agreement or supplement or amendment, provided that any such amendment shall be approved by the Coordinating Committee or the Board of Directors in the manner provided by this Agreement. 6.1.8 Conducting of Coordinating Committee meetings and actions taken by the Coordinating Committee may be taken by vote given in an assembled meeting or by telephone, video conferencing, telegraph, telex, letter, e-mail or by any combination thereof, to the extent permitted by law, any such action taken shall be recorded in the minutes or other written records for the Coordinating Committee meetings.

Establishment and Authorization of the Coordinating Committee. 6.1.1 The Coordinating Committee is hereby established and duly authorized to act on behalf of the SCPPA Participants Participating Members as provided in this Section 6 for the purpose of (i) providing coordination among, and information to, the SCPPA Participants Participating Members and SCPPA, (ii) the administration of the Power Purchase Agreement, (iii) the administration of the Project Agreements, (iv) making any recommendations to the Board of Directors regarding the administration of the Project and any acquisitions related thereto and (v) execution of the Coordinating Committee responsibilities set forth in Section 6.2 hereof, including the various financial, administrative, and technical matters which may arise from time to time in connection with the Project or the administration thereof, and such further developments as may need to be addressed; provided that the above purposes of the Coordinating Committee shall be authorized only to the extent such purposes are not within the responsibilities of the Buyers Joint Project Committee as provided under the Buyers Joint Project Agreement. 6.1.2 The Coordinating Committee shall consist of one representative designated representative from by each SCPPA Participant and a non-voting representative from SCPPA. Each of the SCPPA Participants Participating Members. Each SCPPA Participating Member shall be entitled to cast a vote equal to its SCPPA Participant Facility Products Cost Entitlement Share as set forth in Appendix B hereof. Within thirty (30) Days after An alternate representative of each SCPPA Participating Member shall be its alternate Joint Committee Representative or, if none has entered into this Agreementbeen appointed, Purchaser shall provide notice to SCPPA and each other SCPPA Participant of its representative on the Coordinating Committee. An an alternate representative may be appointed by similar written notice. The alternative representative so appointed may notice by such SCPPA Participating Member to SCPPA and each of the other SCPPA Participating Members to act on the Coordinating Committee, or on any subcommittee established by the Coordinating Committee, in the absence of such SCPPA ParticipantParticipating Member’s primary designated representativeregular representative or to act on specified occasions with respect to specified matters. An alternate representative may attend all meetings of the Coordinating Committee but may vote only if the representative for whom she/he serves as alternate is absent. Purchaser SCPPA shall promptly give written notice concurrently to each other SCPPA Participant be responsible for calling and SCPPA presiding over meetings of any change in the designation of its representative or alternative representative on the Coordinating Committee or any subcommittee. SCPPA shall promptly give written notice to Purchaser and each other SCPPA Participant of any changes in the designation of its representative on the Coordinating Committee or any subcommitteeCommittee. 6.1.3 No SCPPA Participating Member’s representative of any of the SCPPA Participants shall exercise any greater authority than permitted for the SCPPA Participant Participating Member which she/he represents. 6.1.4 The Project Manager SCPPA shall promptly call a meeting of the Coordinating Committee at the request of any representative of the SCPPA Participants in a manner and to the extent permitted by law. 6.1.5 For the purpose of conducting meetings, a quorum shall exist so long as SCPPA’s representative and the representatives of at least a majority of the SCPPA Participants holding not less than eighty percent (80%) of the total Participant Facility Products Cost Shares shall be Participating Members are present. 6.1.6 Except as may otherwise be provided in an agreement to which all of the SCPPA Participants Participating Members agree, all actions taken by the Coordinating Committee shall require an affirmative vote of SCPPA Participants Participating Members having SCPPA Participant Facility Products Cost Entitlement Shares aggregating at least eighty percent (80%) of the total SCPPA Participant Facility Products Cost Entitlement Shares. Unless the Board of Directors shall otherwise determine to require a majority vote pursuant to the terms of the Joint Powers Agreement, all actions with respect to the Project taken by the SCPPA Board of Directors shall require an affirmative vote of at least eighty percent (80%) of the Project Votes (as defined in SCPPA’s Joint Powers Agreement, dated as of November 1, 1980, as amended from time to time) cast thereon. Notwithstanding the forgoing, however, if a proposed action before the Coordinating Committee or the Board of Directors relates solely to the interests of a single another SCPPA Participant (other than Purchaser) Participating Member and Purchaser determines, in good faith, that such proposed action will not adversely affectaffect Purchaser, economically or otherwise, its interests, then Purchaser agrees that it shall not unreasonably withhold its affirmative vote with respect to such proposed action. 6.1.7 Purchaser acknowledges and agrees that SCPPA, through the Coordinating Committee or the Board of Directors, as applicable, may from time to time enter into applicable Project Agreements or amendments of and supplements to the applicable Project Agreements (in accordance with their respective terms) and that, except as provided herein or as otherwise provided by resolution of the Board of Directors, SCPPA will not be required to obtain the consent or approval of Purchaser in connection with any such Project Agreement or supplement or amendment, provided that any such amendment shall be approved by the Coordinating Committee or the Board of Directors in the manner provided by this Agreement. 6.1.8 Conducting of Coordinating Committee meetings and actions taken by the Coordinating Committee may be taken by vote given in an assembled meeting or by telephone, video conferencing, telegraph, telex, letter, e-mail or by any combination thereof, to the extent permitted by law, any such action taken shall be recorded in the minutes or other written records for the Coordinating Committee meetings.

Establishment and Authorization of the Coordinating Committee. 6.1.1 The Coordinating Committee is hereby established and duly authorized to act on behalf of the SCPPA Participants as provided in this Section 6 for the purpose of (i) providing coordination among, and information to, the SCPPA Participants and SCPPA, (ii) the administration of the Power Purchase Agreement, (iii) the administration of the Project Agreements, (iv) making any recommendations to the Board of Directors regarding the administration of the Project and any acquisitions related thereto and (v) execution of the Coordinating Committee responsibilities set forth in Section 6.2 hereof, including the various financial, administrative, and technical matters which may arise from time to time in connection with the Project or the administration thereof, and such further developments as may need to be addressed; provided that the above purposes of the Coordinating Committee shall be authorized only to the extent such purposes are not within the responsibilities of the Buyers Joint Project Committee as provided under the Buyers Joint Project Agreement. 6.1.2 The Coordinating Committee shall consist of one designated representative from each SCPPA Participant and a non-voting representative from SCPPA. Each the Joint Committee Representatives of the SCPPA Participants designated under the Buyers Joint Project Agreement. Each SCPPA Participant shall be entitled to cast a vote equal to its SCPPA Participant Facility Products Output Cost Share as set forth in Appendix B hereof. Within thirty (30) Days after SCPPA has entered into this Agreement, Purchaser shall provide notice to SCPPA and An alternate representative of each other SCPPA Participant of shall be its representative on the Coordinating Committee. An alternate Joint Committee Representative or, if none has been appointed, an alternate representative may be appointed by similar written notice. The alternative representative so appointed may notice by such SCPPA Participant to SCPPA and each of the other SCPPA Participants to act on the Coordinating Committee, or on any subcommittee established by the Coordinating Committee, in the absence of such SCPPA Participant’s primary designated representativeregular representative or to act on specified occasions with respect to specified matters. An alternate representative may attend all meetings of the Coordinating Committee but may vote only if the representative for whom she/he serves as alternate is absent. Purchaser shall promptly give written notice concurrently to each other SCPPA Participant and SCPPA of any change in the designation of its representative or alternative representative on the Coordinating Committee or any subcommittee. SCPPA shall promptly give written notice to Purchaser and each other SCPPA Participant of any changes in the designation of its representative on the Coordinating Committee or any subcommittee. 6.1.3 No representative of any of the SCPPA Participants shall exercise any greater authority than permitted for the SCPPA Participant which she/he represents. 6.1.4 The Project Manager shall promptly call a meeting chairperson of the Coordinating Committee at the request of any (“Chairperson”) shall be a representative of the SCPPA Participants in a manner Project Manager and to the extent permitted by law. 6.1.5 For the purpose of conducting meetings, a quorum shall exist so long as SCPPA’s representative and the representatives be non-voting member of the Coordinating Committee. The Chairperson or SCPPA Participants holding not less than eighty percent (80%) shall be responsible for calling and presiding over meetings of the total Participant Facility Products Cost Shares shall be presentCoordinating Committee. 6.1.6 Except as may otherwise be provided in an agreement to which all of the SCPPA Participants agree, all actions taken by the Coordinating Committee shall require an affirmative vote of SCPPA Participants having Participant Facility Products Cost Shares aggregating at least eighty percent (80%) of the total Participant Facility Products Cost Shares. Unless the Board of Directors shall otherwise determine to require a majority vote pursuant to the terms of the Joint Powers Agreement, all actions with respect to the Project taken by the SCPPA Board of Directors shall require an affirmative vote of at least eighty percent (80%) of the Project Votes (as defined in SCPPA’s Joint Powers Agreement, dated as of November 1, 1980, as amended from time to time) cast thereon. Notwithstanding the forgoing, however, if a proposed action before the Coordinating Committee or the Board of Directors relates solely to the interests of a single SCPPA Participant (other than Purchaser) and Purchaser determines, in good faith, that such proposed action will not adversely affect, economically or otherwise, its interests, then Purchaser agrees that it shall not unreasonably withhold its affirmative vote with respect to such proposed action. 6.1.7 Purchaser acknowledges and agrees that SCPPA, through the Coordinating Committee or the Board of Directors, as applicable, may from time to time enter into Project Agreements or amendments of and supplements to the applicable Project Agreements (in accordance with their respective terms) and that, except as provided herein or as otherwise provided by resolution of the Board of Directors, SCPPA will not be required to obtain the consent or approval of Purchaser in connection with any such Project Agreement or supplement or amendment, provided that any such amendment shall be approved by the Coordinating Committee or the Board of Directors in the manner provided by this Agreement. 6.1.8 Conducting of Coordinating Committee meetings and actions taken by the Coordinating Committee may be taken by vote given in an assembled meeting or by telephone, video conferencing, telegraph, telex, letter, e-mail or by any combination thereof, to the extent permitted by law, any such action taken shall be recorded in the minutes or other written records for the Coordinating Committee meetings.

Establishment and Authorization of the Coordinating Committee. 6.1.1 The Coordinating Committee is hereby established and duly authorized to act on behalf of the SCPPA Project Participants as provided in this Section 6 for the purpose of (i) providing coordination among, and information to, the SCPPA Project Participants and SCPPA, (ii) the administration of the Power Purchase Agreement, (iii) the administration of the Project Agreements, (iv) making any recommendations including but not limited to the Board of Directors regarding Power Purchase Agreement and the administration of the Project and any acquisitions related thereto Transmission Assignments, and (viii) execution of the Coordinating Committee responsibilities set forth in Section 6.2 hereofherein, including the various financial, administrative, and technical matters which may arise from time to time in connection with the Project or the administration thereofAcquisition, administration, operation, and such further developments as may need to be addressed. 6.1.2 . The Coordinating Committee shall consist of one designated representative from each SCPPA Participant and a non-voting representative from SCPPAProject Participant. Each of the SCPPA Participants Project Participant shall be entitled to cast a vote equal to the total of its Participant Facility Products percentage of Output Entitlement Shares and Output Cost Share Shares as set forth in Appendix B hereof. Within thirty (30) Days SCPPA shall be entitled to one non-voting representative. SCPPA and each Project Participant shall, within 30 days after SCPPA has entered into this AgreementPower Sales Agreements for 100 percent of the Project output, Purchaser shall provide give notice to SCPPA and each other SCPPA Project Participant of its representative on the Coordinating Committee. An alternate representative Alternate representatives may be appointed by similar written notice. The alternative representative so appointed may notice to act on the Coordinating Committee, or on any subcommittee established by the Coordinating CommitteeCommittee or by the Board of Directors, in the absence of such SCPPA Participant’s primary designated representativethe regular representative or to act on specified occasions with respect to specified matters. An alternate representative may attend all meetings of the Coordinating Committee but may vote only if the representative for whom she/he serves as alternate is absent. Purchaser shall promptly give written notice concurrently to each other SCPPA Participant and SCPPA of any change in the designation of its No Project Participant’s representative or alternative representative on the Coordinating Committee or any subcommittee. SCPPA shall promptly give written notice to Purchaser and each other SCPPA Participant of any changes in the designation of its representative on the Coordinating Committee or any subcommittee. 6.1.3 No representative of any of the SCPPA Participants shall exercise any greater authority than permitted for by the SCPPA Project Participant or Project Participants, which she/he represents. 6.1.4 . The chairperson of the Coordinating Committee (“Chairperson”) shall be a representative of the Project Manager Manager. The Chairperson shall be responsible for calling and presiding over meetings of the Coordinating Committee. The Chairperson or SCPPA shall promptly call a meeting of the Coordinating Committee at the request of any representative of the SCPPA Participants in a manner and to the extent permitted by law. 6.1.5 For the purpose of conducting meetings, a quorum shall exist so long as SCPPA’s representative and the representatives of the SCPPA Participants holding not less than eighty percent (80%) of the total Participant Facility Products Cost Shares shall be present. 6.1.6 . Except as may otherwise be provided in an agreement to which all of the SCPPA Project Participants agree, all actions taken by the Coordinating Committee shall require an affirmative vote of SCPPA no less than two representatives of Project Participants having Participant Facility Products Cost Output Entitlement Shares aggregating at least eighty seventy five percent (8075%) of the total Participant Facility Products Cost Output Entitlement Shares. Unless ; provided, however, that if a proposed action before the Coordinating Committee or the Board of Directors shall otherwise determine to require a majority vote pursuant relates solely to the terms interests of a single Project Participant and a Project Participant determines, in good faith, that such proposed action will not adversely affect, economically or otherwise, the Joint Powers AgreementProject Participant, all such Project Participant agrees that it shall not unreasonably withhold its affirmative vote with respect to such proposed action. All actions with respect to the Project taken by the SCPPA Board of Directors shall require an affirmative vote of at least eighty seventy five percent (8075%) of the Project Votes (as defined in SCPPA’s Joint Powers Agreement, dated as of November 1, 1980, as amended from time to time) cast thereon. Notwithstanding the forgoing, however, if a proposed action before the Coordinating Committee or the Board of Directors relates solely to the interests of a single SCPPA Participant (other than Purchaser) and Purchaser determines, in good faith, that such proposed action will not adversely affect, economically or otherwise, its interests, then Purchaser agrees that it shall not unreasonably withhold its affirmative vote with respect to such proposed action. 6.1.7 Purchaser acknowledges and agrees that SCPPA, through the Coordinating Committee or the Board of Directors, as applicable, may from time to time enter into Project Agreements or amendments of and supplements to the applicable Project Agreements (in accordance with their respective terms) and that, except as provided herein or as otherwise provided by resolution of the Board of Directors, SCPPA will not be required to obtain the consent or approval of Purchaser in connection with any such Project Agreement or supplement or amendment, provided that any such amendment shall be approved by the Coordinating Committee or the Board of Directors in the manner provided by this Agreement. 6.1.8 Conducting of Coordinating Committee meetings and actions taken by the Coordinating Committee may be taken by vote given in an assembled meeting or by telephone, video conferencing, telegraph, telex, letter, e-mail or by any combination thereof, to the extent permitted by law, any such action taken shall be recorded in the minutes or other written records for the Coordinating Committee meetings.