Fall 2010 RMEC Outage Clause Samples

Fall 2010 RMEC Outage. (a) [***]. (b) Purchaser shall have the right to observe the Fall 2010 RMEC Outage Work, subject to Section 6.01(b) hereof. (c) In the event that, during the course of performing the Fall 2010 RMEC Outage Work, Rocky Mountain Seller identifies any maintenance or repair work that is not contemplated by the Fall 2010 RMEC Schedule and Scope and which will not be completed during the RMEC Outage Work Period, Rocky Mountain Seller shall promptly notify Purchaser in writing (“Sellers’ Additional Maintenance and Repair Work Notice”) of (i) such work and (ii) whether it does or does not regard such work as Discovery Work. Within two (2) Business Days after its receipt of a Sellers’ Additional Maintenance and Repair Work Notice, Purchaser shall notify Rocky Mountain Seller in writing as to whether it does or does not regard such work as Discovery Work. If Rocky Mountain Seller and Purchaser do not agree as to whether such work is Discovery Work, a dispute shall be deemed to exist and shall be immediately referred to the Independent Engineer, who shall be instructed to determine whether any or all of such work is Discovery Work. The determination of the Independent Engineer shall be final and binding on the Parties, and the cost of the Independent Engineer shall be shared equally by the Parties. (d) Discovery Work shall be completed as follows: (i) Discovery Work that is capable of being completed during the RMEC Outage Work Period shall be completed during such period. (ii) Upon the determination by Rocky Mountain Seller of any Discovery Work that is not capable of being completed within the RMEC Outage Work Period, Rocky Mountain Seller shall notify Purchaser in writing (“Sellers’ Incomplete Discovery Work Notice”) of (1) such Discovery Work and (2) whether it does or does not regard such work as Essential Discovery Work. Within two (2) Business Days after its receipt of a Sellers’ Incomplete Discovery Work Notice, Purchaser shall notify Rocky Mountain Seller in writing as to whether it does or does not regard such Discovery Work as Essential Discovery Work. If Rocky Mountain Seller and Purchaser do not agree as to whether such Discovery Work is Essential Discovery Work, a dispute shall be deemed to exist and shall be immediately referred to the Independent Engineer, who shall be instructed to determine whether any or all of such Discovery Work is Essential Discovery Work. The determination of the Independent Engineer shall be final and binding on the Parties, an...