Planned Maintenance (a) Subject to any modification or amendment of this Agreement made pursuant to Section 4.2(c) or Section 7.3(d), Planned Maintenance occurring during the Delivery Term shall be coordinated and scheduled in accordance with this Section 9.6. Seller shall perform all Planned Maintenance (including Major Planned Maintenance) in a manner that optimizes the generation and benefits to Buyer of the Contract Energy, Storage Energy, and other Products (e.g., during off-peak periods and low-irradiance periods) and, without limiting the foregoing, either
(i) outside of Daylight Hours or (ii) during the months of October and November only, during Daylight Hours; provided, however, that the foregoing restrictions shall not apply to any Planned Maintenance that Seller is required to perform pursuant to any applicable manufacturer warranty that cannot reasonably be performed by Seller subject to such restrictions.
(b) Seller shall deliver to Buyer a proposed schedule for Planned Maintenance in respect of each Contract Year (“Planned Maintenance Schedule”) no later than ninety (90) Days before the start of such Contract Year. Planned Maintenance Schedules submitted by Seller shall
(i) comply with the second sentence of Section 9.6(a) and (ii) include reasonably detailed descriptions of the Planned Maintenance to be performed, the Days and times in which each type of Planned Maintenance is scheduled to be performed, the estimated amount(s) of Contract Capacity and Storage Capacity that will be unavailable due to Planned Maintenance and the total number of hours that Seller expects that the Contract Capacity and Storage Capacity will be unavailable due to Planned Maintenance. The general form for the Planned Maintenance Schedule is set forth in Schedule 9.6. (The Planned Maintenance descriptions reflected in the general form set forth in Schedule 9.6 are provided for indicative purposes only, and are not necessarily representative of the detail, time periods, or certainty required for a Planned Maintenance Schedule hereunder.)
(c) Buyer shall have the right to disapprove, in its reasonable discretion (provided that Buyer shall have the right to disapprove, in its sole and absolute discretion, any Planned Maintenance proposed by Seller that is inconsistent with the terms of this Agreement), any Planned Maintenance set out in any Planned Maintenance Schedule proposed by Seller for any Contract Year, except for any Planned Maintenance that (i) is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November or (ii) Seller is required to perform pursuant to any applicable manufacturer warranty and that is scheduled to occur in compliance with Section 9.6(a). If Seller submits its Planned Maintenance Schedule for a Contract Year in accordance with the requirements of this Agreement and Buyer does not disapprove of any Planned Maintenance set out in such Planned Maintenance Schedule by sixty (60) days after submission, then such Planned Maintenance Schedule shall be deemed approved. If Buyer, in the exercise of its discretion as set forth above, disapproves any Planned Maintenance in such Planned Maintenance Schedule within the applicable time period specified above after its submission, Buyer shall notify Seller and the Parties shall use Commercially Reasonable Efforts to agree upon and finalize a mutually acceptable Planned Maintenance Schedule for the applicable Contract Year. Seller shall conduct Planned Maintenance during such Contract Year only in accordance with an agreed Planned Maintenance Schedule; provided, however, that Seller may (A) move Planned Maintenance included in an agreed Planned Maintenance Schedule that is not Major Planned Maintenance, so long as such move is consistent with the terms of this Agreement (including the second sentence of Section 9.6(a)) or, with respect to Major Planned Maintenance, if such Major Planned Maintenance is scheduled to occur outside of Daylight Hours or during Daylight Hours during the months of October and November and (B) schedule and perform Planned Maintenance not reflected in the Planned Maintenance Schedule so long as such Planned Maintenance is scheduled to be performed outside of Daylight Hours or during Daylight Hours during the months of October and November and Seller provides Buyer at least two (2) weeks’ prior written notice of such Planned Maintenance; provided further that Buyer shall have the right to advise Seller of periods when Buyer prefers, based on solar irradiance, supply, market and other conditions, that any Major Planned Maintenance be deferred, and Seller shall use Commercially Reasonable Efforts to comply with such request.
(d) Seller shall use Commercially Reasonable Efforts to complete any Planned Maintenance and place the Facility back into full commercial operation as soon as reasonably possible. If Seller determines that any Planned Maintenance scheduled in an agreed Planned Maintenance Schedule no longer needs to be completed or will not consume the entire time scheduled therefor in the agreed Planned Maintenance Schedule, Seller shall provide (i) a Generation Forecast to Buyer reflecting the forecasted amount of Delivered Energy during each affected interval that takes into account such change and (ii) in the case of any Major Planned Maintenance, a written notice declaring the cessation and termination of the applicable Major Planned Maintenance period (in which event, the Major Planned Maintenance period shall terminate in accordance with the terms of such Generation Forecast and written notice).
Operations and Maintenance Notice Developer and Connecting Transmission Owner shall each notify the other Party, and NYISO, in writing of the identity of the person(s) that it designates as the point(s) of contact with respect to the implementation of Articles 9 and 10 of this Agreement.
Record Maintenance The Service Provider shall maintain, and require any third parties with which it contracts to maintain with respect to the Fund’s shareholders holding the Fund’s shares in a Service Provider account (“Customers”) the following records:
a. Number of shares;
b. Date, price and amount of purchases and redemptions (including dividend reinvestments) and dates and amounts of dividends paid for at least the current year to date;
c. Name and address of the Customer, including zip codes and social security numbers or taxpayer identification numbers;
d. Records of distributions and dividend payments; and
e. Any transfers of shares.
Road Maintenance Purchaser shall maintain roads, commensurate with Purchaser’s use, in accor- dance with Road Maintenance Requirements in C5.31 and the Road Maintenance Specifications. Performance of road maintenance work by Purchaser may be required prior to, during, or after each period of use. The timing of work accomplishment shall be based on Purchaser’s Op- erating Schedule under B6.31.
RECORDS MAINTENANCE The CONTRACTOR shall maintain books, records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. CONTRACTOR shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the contract, shall be subject at all reasonable times to inspection, review or audit by the AGENCY, personnel duly authorized by the AGENCY, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved.
REPAIRS; MAINTENANCE The Owner hereby gives power to the Agent to supervise repairs, improvements, alterations, and decorations to the Property as well as purchase and pay bills for services and supplies. The Agent shall obtain prior approval of the Owner for all expenditures over $ for any single item. Prior approval for lesser amounts shall not be required for monthly or recurring operating charges or if emergency expenditures over the maximum are, in the Agent’s opinion, needed to protect the Property from damage, prevent injury to persons, avoid suspension of necessary services, avoid penalties or fines, or suspension of services to tenants required by a lease or rental agreement or by law, including, but not limited to, maintaining the Property in a condition fit for human habitation as required by applicable law.
Notifications of Outages and Maintenance In the event that a Registry Operator plans maintenance, it will provide notice to the ICANN emergency operations department, at least, twenty-‐four (24) hours ahead of that maintenance. ICANN’s emergency operations department will note planned maintenance times, and suspend Emergency Escalation services for the monitored services during the expected maintenance outage period. If Registry Operator declares an outage, as per its contractual obligations with ICANN, on services under a service level agreement and performance requirements, it will notify the ICANN emergency operations department. During that declared outage, ICANN’s emergency operations department will note and suspend emergency escalation services for the monitored services involved.
Repairs and Maintenance (a) Except for the obligations of Landlord pursuant to Section 9(b) of this Lease and except as caused by the negligence or willful misconduct of Landlord or its agents, contractors, servants, invitees or employees or Landlord’s default hereunder, Tenant shall keep, maintain, and repair or cause to be repaired and maintained, at its sole cost and expense, the Premises, including, without limitation: HVAC, mechanical and electrical equipment and all systems in or serving the Premises, the Utility Infrastructure, the Critical Fixtures and Equipment, parking areas, sidewalks, roadways and landscaping, in good repair and condition and appearance, normal wear and tear excepted, and shall make all repairs and replacements which may be required to be made in order to keep and maintain the Premises, including without limitation, the Utility Infrastructure and Critical Fixtures and Equipment, in as good repair and appearance as they were when originally delivered to Tenant, except for ordinary wear and tear and subject to the provisions of Section 13 and Section 14 hereof, and Tenant shall, in all events, make all repairs, replacements and perform maintenance and other work for which it is responsible hereunder, in a good, proper and workmanlike manner in accordance with customary standards for first-class data centers.
(b) Subject to the provisions of Section 13 and Section 14 hereof, Landlord shall make all necessary roof repairs and structural repairs to the Premises including those repairs and replacements necessary to keep the roof, exterior walls, foundation and structural frame of the Premises in good order and repair and perform such repairs in accordance with customary standards for first-class data centers. Landlord shall initiate all such repairs promptly and to remedy any condition requiring repair by Landlord with due diligence.
(c) If Tenant shall be in default under any of the provisions of this Section 9, Landlord may, after thirty (30) days written notice to Tenant and failure of Tenant to cure during said period unless such default is of such a nature that it cannot with reasonable diligence be cured within said period, then the cure period shall be extended by such period as may be required with the application of reasonable diligence to cure the default, but without notice in the event of an emergency, do whatever is necessary to cure such default as may be appropriate under the circumstances for the account of and at the expense of Tenant. If an emergency exists, Landlord shall use reasonable efforts to notify Tenant of the situation by phone or other available communication before taking any such action to cure such default. All reasonable sums so paid by Landlord or Tenant, as applicable, and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, together with interest at the Lease Default Rate from the date of payment or incurring of the expense, shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand.
(d) If Landlord shall be in default under any of the provisions of this Section 9, Tenant may, after thirty (30) days written notice to Landlord and failure of Landlord to cure during said period unless such default is of such a nature that it cannot with reasonable diligence be cured within said period, then the cure period shall be extended by such period as may be required with the application of reasonable diligence to cure the default, but without notice in the event of an emergency, do whatever is necessary to cure such default as may be appropriate under the circumstances for the account of and at the expense of Landlord. If an emergency exists, Tenant shall use reasonable efforts to notify Landlord of the situation by phone or other available communication before taking any such action to cure such default. All reasonable sums so paid by Tenant and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, together with interest at the Lease Default Rate from the date of payment or incurring of the expense, shall constitute amounts payable by Landlord under this Lease and shall be paid by Landlord to Tenant on demand.
(e) Without limiting the generality of the foregoing, Tenant shall additionally perform, at its cost and expense, all maintenance, repair, and replacement obligations hereunder relating to any of the Building’s systems, the Building’s elevators, the Utility Infrastructure, or the Critical Fixtures and Equipment. In addition, in connection with Tenant’s maintenance, repair, and replacement obligations under this Lease, Tenant shall at its own cost and expense enter into regularly scheduled preventative maintenance service contracts, with vendors, approved by Landlord, in its reasonable discretion, for servicing all Building systems, Utility Infrastructure, elevators, and Critical Fixtures and Equipment. Tenant shall cause such maintenance contracts to designate Landlord a third (3rd) party beneficiary, with the right to receive all notices delivered under such contracts, and the ability to exercise Tenant’s rights thereunder upon Tenant’s default under this Section 9 or upon Tenant’s default under an applicable maintenance contract.
(f) In the event of an emergency adversely affecting the structure of the Premises, Tenant shall make all reasonable efforts to inform Landlord of the emergency. If Tenant is unable to make contact with Landlord or Landlord does not, within a reasonable amount of time, take actions necessary to end such emergency, Tenant may take the minimum steps reasonably necessary to end the emergency at Landlord’s expense. All reasonable sums paid by Tenant in taking such actions as are permitted by the provisions of Section 9(f) above shall be paid by Landlord within thirty (30) days after receipt of Tenant’s demand therefor. After the emergency has ended, any repair required of Landlord under this Lease shall be made by Landlord in accordance with the terms of this Lease and any repair required of Tenant under this Lease shall be made by Tenant in accordance with the terms of this Lease.
Installation and Maintenance Except for the bi‐directional and production metering equipment owned by the City, all equipment on Customer’s side of the delivery point, including the required disconnect device, shall be provided and maintained in satisfactory operating condition by Customer and shall remain the property and responsibility of the Customer. The City will bear no responsibility for the installation or maintenance of Customer’s equipment or for any damage to property as a result of any failure or malfunction thereof. The City shall not be liable, directly or indirectly for permitting or continuing to allow the interconnection of the Facility or for the acts or omissions of Customer or the failure or malfunction of any equipment of Customer that causes loss or injury, including death, to any party.
Account Maintenance Trade Allocations Trade Reporting; (Futures) Daily Trade Checkout Daily Statement Reconciliation
