Common use of Operating Contracts Clause in Contracts

Operating Contracts. Seller acknowledges and agrees that New Operator has advised Seller that it is not assuming any vendor, service and other agreements to which Seller is a party relating to the Facility except for those assumed contracts listed on SCHEDULE B. New Operator shall advise Seller in writing no later than ten (10) business days prior to the Effective Date of the contracts it intends to assume for purposes of preparing the attached SCHEDULE B. Seller shall transfer and assign to New Operator all of Seller's interest in, and New Operator shall assume the obligations of Seller that accrue after the Effective Date under and agree to perform and be bound by all of the terms and conditions and all of the contracts with third parties for the sale, lease or provision of goods, services or equipment in connection with the operation of the Facility listed on SCHEDULE B (collectively, the "ASSUMED LIABILITIES"). Such assignment and assumption shall be evidenced by an Assignment and Assumption Agreement to be executed by Seller and New Operator on the Effective Date. Seller will notify all existing vendors providing goods, services or equipment to the Facility under the existing contracts not assumed by Purchaser (the "DECLINED CONTRACTS") of the change in the operation of the Facility evidenced by this Agreement and as to any vendors under any Declined Contracts the requirement to enter into new agreements with the New Operator if they desire to continue to provide goods, services and equipment to the Facility. Seller shall have no liability to New Operator for any damages incurred by New Operator as a result of its failure or inability to obtain any consent or waiver necessary to assume any contract. In the event at the time of the execution of this Agreement, SCHEDULE B is not attached hereto, Seller and Purchaser agree that the provisions of this Section 19 shall be effective and binding upon Seller and Purchaser provided that SCHEDULE B is delivered and accepted by Purchaser and Seller and attached hereto on or before ten (10) days prior to the Effective Date.

Operating Contracts. As part of the Property Documents, Seller acknowledges shall deliver to Buyer a schedule listing all service contracts, vending machine, telecommunications and agrees that New Operator has advised Seller that it is not assuming any vendorother facilities leases, service utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements to which Seller is a party relating to the Facility except for those assumed contracts listed on SCHEDULE B. New Operator shall advise Seller in writing no later than ten (10) business days prior to the Effective Date of the contracts it intends to assume for purposes of preparing the attached SCHEDULE B. Seller shall transfer and assign to New Operator all of Seller's interest inupkeep, and New Operator shall assume the obligations of Seller that accrue after the Effective Date under and agree to perform and be bound by all of the terms and conditions and all of the contracts with third parties for the salerepair, lease maintenance, management, leasing or provision of goods, services or equipment in connection with the operation of the Facility listed on SCHEDULE B Land, Improvements or Personal Property (collectively, the "ASSUMED LIABILITIES"). Such assignment “Operating Agreements”) and assumption copies thereof; provided, however, that notwithstanding anything to the contrary in Section 3.1 hereof, such schedule and copies shall be evidenced by an Assignment and Assumption Agreement to be executed by Seller and New Operator on provided within five (5) Business Days following the Effective Date. Buyer shall have the right, in its sole discretion, to request that Seller will notify all existing vendors providing goods, services or equipment provide notice of termination of any Operating Agreement that is terminable by notice to the Facility under other party thereto in accordance with its terms by delivering to Seller written notice of such election (the existing contracts “Contract Termination Notice”) on or before the expiration of the Contingency Period. If Buyer timely delivers a Contract Termination Notice with respect to any such Operating Agreement, Seller shall, within five (5) Business Days after receipt of such Contract Termination Notice and after the end of the Contingency Period and provided that this Agreement has not otherwise been terminated in accordance with its terms, provide such notice of termination to the counter party to such Operating Agreement, specifying a termination date for such Operating Agreement to be the later of (i) the Closing Date or (ii) the earliest possible date for termination of the Operating Agreement in accordance with the terms thereof. If Buyer fails to deliver the Contract Termination Notice within such time period, Buyer shall be deemed to have elected to not have Seller deliver a termination notice with respect to any such Operating Agreement. To the extent not terminated as of the Closing Date pursuant to the terms of this Section 3.3, at Closing, Buyer shall assume all assignable Operating Agreements then in effect, and each such assignable Operating Agreement then in effect shall be deemed an “Assigned Operating Agreement”. All Assigned Operating Agreements assumed by Purchaser (Buyer at the "DECLINED CONTRACTS") of Closing will be assumed only with respect to any obligations arising thereunder from and after the change Closing, as more particularly described in the operation of the Facility evidenced by this Agreement and as to any vendors under any Declined Contracts the requirement to enter into new agreements with the New Operator if they desire to continue to provide goods, services Exhibits hereto and equipment subject to the Facility. Seller shall have no liability to New Operator for any damages incurred by New Operator as a result of its failure or inability to obtain any consent or waiver necessary to assume any contract. In the event at the time of the execution of this Agreement, SCHEDULE B is not attached hereto, Seller prorations and Purchaser agree that the provisions of this Section 19 shall be effective and binding upon Seller and Purchaser adjustments provided that SCHEDULE B is delivered and accepted by Purchaser and Seller and attached hereto on or before ten (10) days prior to the Effective Dateherein.

Operating Contracts. Seller acknowledges (a) Owner and agrees Contractor may from time to time determine that New Operator has advised Seller that it is not assuming any vendor, service and other agreements to which Seller is a party relating to the Facility except for those assumed operating contracts listed on SCHEDULE B. New Operator shall advise Seller in writing no later than ten (10) business days prior to the Effective Date of the contracts it intends to assume for purposes of preparing the attached SCHEDULE B. Seller shall transfer and assign to New Operator all of Seller's interest in, and New Operator shall assume the obligations of Seller that accrue after the Effective Date under and agree to perform and be bound by all of the terms and conditions and all of the contracts or purchase orders with third parties (“Operating Contracts”) are necessary or desirable to permit Contractor to perform the mining and other services required to be performed by Contractor under this Agreement. lf Owner and Contractor determine that an Operating Contract is necessary or desirable, Owner shall enter into the Operating Contract; provided, however, that (x) Contractor shall enter into Operating Contracts if requested by Owner and deemed by Contractor to be desirable and (y) Contractor shall enter into de minimis Operating Contracts if requested by Owner and consistent with the then-current Operating Budget. If requested by Owner, Contractor shall administer any Operating Contracts entered into by Owner. (b) In the event that Contractor enters into any Operating Contracts and this Agreement is terminated for the saleany reason, lease or provision Owner shall assume such Operating Contracts and thereafter perform and discharge all of goodsContractor’s obligations thereunder; provided, services or equipment however, that Owner shall not be obligated to, but may at its option, assume any obligations under an Operating Contract resulting from Contractor’s breach thereof. In connection with any assumption of Operating Contracts by Owner pursuant to this clause (b), Contractor shall execute all documents and take such other actions as reasonably requested by Owner in connection with the operation therewith. (c) Owner shall indemnify, hold harmless and defend Contractor in respect of the Facility listed on SCHEDULE B (collectivelyany and all direct, the "ASSUMED LIABILITIES"). Such assignment and assumption shall be evidenced by an Assignment and Assumption Agreement to be executed by Seller and New Operator on the Effective Date. Seller will notify all existing vendors providing goods, services or equipment to the Facility under the existing contracts not assumed by Purchaser (the "DECLINED CONTRACTS") of the change in the operation of the Facility evidenced by this Agreement and as to any vendors under any Declined Contracts the requirement to enter into new agreements with the New Operator if they desire to continue to provide goods, services and equipment to the Facility. Seller shall have no liability to New Operator for any actual damages incurred or suffered by New Operator Contractor as a result of any Owner breach of the terms of an Operating Contract pursuant to this Section 14.5. If this Agreement is terminated for any reason other than a breach by Contractor of its obligations under this Agreement, Owner shall indemnify, hold harmless and defend Contractor in respect of any and all direct, actual damages incurred or suffered by Contractor as a result of any failure or inability to obtain any consent or waiver necessary by Owner to assume and perform and discharge the obligations of Contractor under Operating Contracts entered into by Contractor pursuant to this Section 14.5. (d) Contractor hereby is released from any contract. In and all damages and other remedies available to Owner hereunder or otherwise to the event at extent caused by or available to Owner as a result of (i) any Owner breach of subsection (b) of this Section 14.5 or (ii) Contractor requesting that Owner enter into an Operating Contract containing commercially reasonable terms and Owner refusing to timely enter into such contract or a substantially similar contract and, as a result, Contractor is unable to deliver the time required quantity and/or quality of lignite in accordance with the execution terms of this Agreement, SCHEDULE B is not attached hereto, Seller and Purchaser agree that the provisions of this Section 19 shall be effective and binding upon Seller and Purchaser provided that SCHEDULE B is delivered and accepted by Purchaser and Seller and attached hereto on or before ten (10) days prior unless Contractor’s desire for Owner to the Effective Dateenter into such a requested Operating Contract was inconsistent with commercially reasonable surface lignite mining practices.

Operating Contracts. Seller acknowledges and Buyer agrees that New Operator has advised Seller that it is not assuming any vendor, service and other agreements to which Seller is a party relating to the Facility except for those assumed contracts listed on SCHEDULE B. New Operator shall advise Seller in writing no later than ten (10) business days prior to the Effective Date of the contracts it intends to assume for purposes of preparing the attached SCHEDULE B. Seller shall transfer and assign to New Operator perform all of Seller's interest in, and New Operator shall assume the obligations of Seller that accrue under the Continuing Operating Contracts accruing on and after the Effective Transfer Date, provided that nothing herein shall be construed as imposing any liability on Buyer with respect to any obligations under (a) the Continuing Operating Contracts which relate to periods prior to the Transfer Date even if the same do not arise until after the Transfer Date (except to the extent that Buyer receives and accepts goods or services under and agree to perform and a Continuing Operating Contract, in which case its liability shall be bound determined by all the pro-ration of the terms cost of such benefit under such Continuing Operating Contract), it being specifically understood and conditions and all agreed that Xxxxx’s liability shall be limited to the performance of the contracts with third parties for Continuing Operating Contracts after the saleTransfer Date and to Buyer’s acts and omissions thereunder on and after the Transfer Date, lease or provision of goods, (b) any Terminated Operating Contracts. Xxxxx further agrees to pay all amounts due under Global Operating Contracts to the extent such amounts are attributable to services or equipment in connection with the operation rendered at any of the Facility listed on SCHEDULE B (collectivelyAgencies prior to the Transfer Date, the "ASSUMED LIABILITIES"). Such assignment and assumption provided that nothing herein shall be evidenced construed as imposing any liability on Buyer with respect to any obligations under the Global Operating Contracts for agencies retained by an Assignment and Assumption Agreement to be executed by Seller and New Operator on the Effective DateSeller. Seller will notify all existing vendors providing goods, services or equipment agrees to the Facility give formal notice of cancellation under the existing contracts not assumed by Purchaser (the "DECLINED CONTRACTS") each of the change in the operation of the Facility evidenced by this Agreement and as to any vendors under any Declined Terminated Operating Contracts the requirement to enter into new agreements with the New Operator if they desire to continue to provide goods, services and equipment to the Facility. Seller shall have no liability to New Operator for any damages incurred by New Operator as a result of its failure or inability to obtain any consent or waiver necessary to assume any contract. In the event at the time of other than Global Operating Contracts within five (5) business days following the execution of this AgreementAgreement (but in any event prior to the Transfer Date), SCHEDULE B is not attached hereto, Seller and Purchaser agree that with the provisions of this Section 19 shall terminations to be effective and binding upon Seller and Purchaser provided that SCHEDULE B is delivered and accepted by Purchaser and Seller and attached hereto on or before ten (10the Transfer Date or at the earliest possible date(s) days prior to thereafter; provided, such termination may be a termination of services for the Effective DateAgency and not termination of services as a whole.