Common use of Operation Covenants Clause in Contracts

Operation Covenants. ‌ (a) The Supplier agrees to own the Facility during the Term and to operate and maintain the Facility during the Term using Good Engineering and Operating Practices and meeting all applicable requirements of the IESO Market Rules, the Transmission System Code, the Connection Agreement and all other Laws and Regulations. For certainty, the Parties acknowledge that the Buyer is not purchasing from the Supplier, nor is the Supplier selling to the Buyer, any Electricity or Related Products. (b) The Supplier agrees to assume all risk, liability and obligation and to indemnify, defend and hold harmless the Indemnitees in respect of all actions, causes of action,‌ suits, proceedings, claims, demands, losses, damages, penalties, fines, costs, obligations and liabilities arising out of a discharge of any contaminant into the natural environment, at or related to, the Facility and any fines or orders of any kind that may be levied or made in connection therewith pursuant to the Environmental Protection Act (Ontario), the Ontario Water Resources Act (Ontario), the Dangerous Goods Transportation Act (Ontario) or other similar legislation, whether federal or provincial and all as amended from time to time, except to the degree that such discharge shall have been due to the negligence or wilful misconduct of the Indemnitees. (c) If the Supplier is also a load facility under the IESO Market Rules, the Supplier shall be solely responsible for all charges (net of any applicable credits) in relation to Electricity consumed by it in order to operate the Facility in accordance with this Agreement. (d) Except where and to the extent that an event or circumstance arises whereby the Supplier reasonably believes that there is a risk of damage to a Facility’s equipment or associated structures or a risk to public, employee or environmental safety, and except as required by Laws and Regulations, the Supplier shall at no time after the date of this Agreement modify, vary, or amend in any material respect any of the features or specifications of the Facility outlined in Exhibit A (a “Facility Amendment”) without first notifying the Buyer in writing and obtaining the Buyer’s consent in writing, which consent shall not be unreasonably withheld, provided that it shall not be unreasonable for the Buyer to withhold its consent to any modification, variation or amendment which would, or would be likely to, have a Material Adverse Effect or alter the Contract Capacity. Any Facility Amendment that has not been consented to by the Buyer (other than in instances where such consent has been unreasonably withheld or is not required) shall, if not removed within ten (10) Business Days after such Facility Amendment occurred, constitute a Supplier Event of Default. Without limiting the generality of the foregoing, and for purposes of this paragraph, the failure of the Facility to have a Connection Point as described in Exhibit A shall be deemed to be a Facility Amendment.‌ (e) If the Buyer’s consent in writing has been given in relation to a reduction in the Contract Capacity pursuant to Section 2.1(d), the Contract Capacity shall be deemed to be reduced to the lower amount, effective at the time stated in such notice. If the Buyer’s consent has been given in relation to an increase in the Contract Capacity pursuant to Section 2.1(d) the Contract Capacity shall be increased to the higher amount, effective as of the time stated in such notice, provided that: (i) such increase shall not be effective until the Supplier performs a Unit Check Test confirming the increased amount of the Contract Capacity; and (ii) if applicable, the Supplier has delivered to the Buyer an amount of Performance Security corresponding to the increased amount of the Contract Capacity as calculated in accordance with Section 6.1. (f) The Supplier agrees that the Facility shall be located in the Province of Ontario. The Supplier agrees that the Facility shall have a Connection Point as set out in Exhibit A and shall affect supply or demand in the IESO-Administered Markets. (g) The Parties acknowledge that the Test Protocol was prepared and submitted by the Supplier and approved by the Buyer under the Existing Agreement. (h) The Supplier shall have absolute discretion with respect to the lands not required to operate and maintain the Facility in accordance with this Agreement (“Excess Lands”), provided that if in exchange for consideration the Supplier sells, leases or otherwise grants an interest in any Excess Lands, the Supplier shall provide prompt written notice to the Buyer and the Parties shall negotiate in good faith the necessary amendments to this Agreement such that one hundred percent (100%) of the savings in the fixed operations and maintenance costs, including payments in lieu of property taxes and reduced allocations of corporate support costs, shall be returned to the Buyer by a corresponding reduction in the FFCP, as set forth in Exhibit J. If the Parties are unable to agree on such amendments within 60 days after the delivery of the foregoing notice, then such amendments shall be determined by mandatory and binding arbitration, from which there shall be no appeal, with such arbitration(s) to be conducted in accordance with the procedures set out in Exhibit K. However, if the Supplier fails to participate in such arbitration, the Supplier acknowledges that it waives its right to participate in such arbitration, which shall nevertheless proceed, and the Supplier shall be bound by the award of the Arbitration Panel and the subsequent amendments to this Agreement made by the Buyer to implement such award of the Arbitration Panel.‌ (i) The Supplier acknowledges that the ability of the Facility to operate on both RFO and Gas is a material feature of the Facility and the Supplier shall maintain this capability during the Term in accordance with Good Engineering and Operating Practices. If at any time the Facility is not capable of operating on both RFO and Gas other than due to an unavailability of Gas at the Facility despite adherence to the FD&M Plan, and the Facility is not on an Outage, the Supplier shall promptly notify the Buyer.

Operation Covenants. ‌ (a) The Supplier agrees to own the Facility during the Term and to operate and maintain the Facility during the Term using Good Engineering and Operating Practices Practices, and meeting all applicable requirements of the IESO Market Rules, the Transmission System Code, the Connection Agreement and all other Laws and Regulations. For certainty, the Parties acknowledge that the Buyer is not purchasing from the Supplier, nor is the Supplier selling to the Buyer, any Electricity or Related Products. (b) The Supplier agrees to assume all risk, liability and obligation and to indemnify, defend and hold harmless the Indemnitees in respect of all actions, causes of action,‌ action, suits, proceedings, claims, demands, losses, damages, penalties, fines, costs, obligations and liabilities arising out of a discharge of any contaminant into the natural environment, at or related to, the Facility and any fines or orders of any kind that may be levied or made in connection therewith pursuant to the Environmental Protection Act (Ontario), the Ontario Water Resources Act (Ontario), the Dangerous Goods Transportation Act (Ontario) or other similar legislation, whether federal or provincial and all as amended from time to time, except to the degree that such discharge shall have been due to the negligence or wilful misconduct of the Indemnitees. (c) If The Supplier agrees to use Commercially Reasonable Efforts to maintain or enter into any fuel supply contracts that are necessary for the proper operation of the Facility during the Term. In addition, any Gas distribution services forming part of the Reimbursable GD&M Services must be obtained from either Enbridge Gas Distribution Inc. or Union Gas Limited, and the Supplier must not construct, own, or operate the gas pipeline that serves the Facility. Without limiting the generality of the foregoing, a Supplier who is also a load facility under the IESO Market Rules, the Supplier Rules shall be solely responsible for all charges (net of any applicable credits) in relation to Electricity consumed by it in order to operate the Facility in accordance with this Agreement. (d) Except where and to the extent that an event or circumstance arises whereby the Supplier reasonably believes that there is a risk of damage to a Facility’s equipment or associated structures or a risk to public, employee or environmental safety, and except as required by Laws and Regulations, the The Supplier shall at no time after the date of this Agreement modify, vary, or amend in any material respect any of the features or specifications of design and construct the Facility outlined in Exhibit A (a “Facility Amendment”) without first notifying the Buyer in writing and obtaining the Buyer’s consent in writing, which consent shall not be unreasonably withheld, provided that it shall not be unreasonable for the Buyer to withhold its consent to any modification, variation or amendment which would, or would be likely to, have a Material Adverse Effect or alter the Contract Capacity. Any Facility Amendment that has not been consented to by the Buyer (other than in instances where such consent has been unreasonably withheld or is not required) shall, if not removed within ten (10) Business Days after such Facility Amendment occurred, constitute a Supplier Event of Default. Without limiting the generality of the foregoing, and for purposes of this paragraph, the failure of the Facility to have a Connection Point as described in Exhibit A shall be deemed to be a Facility Amendment.‌ (e) If the Buyer’s consent in writing has been given in relation to a reduction in the Contract Capacity pursuant to Section 2.1(d), the Contract Capacity shall be deemed to be reduced to the lower amount, effective at the time stated in such notice. If the Buyer’s consent has been given in relation to an increase in the Contract Capacity pursuant to Section 2.1(d) the Contract Capacity shall be increased to the higher amount, effective as of the time stated in such notice, provided so that: (i) such increase shall if the Facility is configured in an "n x 1" combined-cycle configuration (i.e. where more than one gas turbine generator supplies a single steam turbine generator), then under conditions where the steam turbine generator is not be effective until able to deliver any Electricity due to the Supplier performs a Unit Check Test confirming failure of the increased amount steam turbine generator itself ("STG Failure"), one or more gas turbine generators are able to supply 45% or more of the Contract Capacity; andCapacity to the Connection Point within 30 minutes of the STG Failure; (ii) if applicablethe Facility is configured in an "n x m" combined-cycle configuration (i.e. where “n” is the number of gas turbine generators and “m” is more than one steam turbine generators), then under conditions where one or more steam turbine generators and/or one or more of the Supplier has delivered gas turbine generators is not able to deliver any Electricity to the Buyer an amount of Performance Security corresponding Connection Point due to the increased amount failure of the steam turbine generator itself and/or the gas turbine generator itself (in either or both cases, "Generator Set Failure"), one or more of the remaining gas turbine generators and/or steam generators are able to supply 45% or more of the Contract Capacity as calculated in accordance with Section 6.1.to the Connection Point within 30 minutes of the Generator Set Failure; and (fiii) The Supplier agrees that irrespective of the Facility shall be located in the Province configuration of Ontario. The Supplier agrees that the Facility shall have a Connection Point as set out in Exhibit A and shall affect supply or demand in the IESO-Administered Markets. (g) The Parties acknowledge that the Test Protocol was prepared and submitted by the Supplier and approved by the Buyer under the Existing Agreement. (h) The Supplier shall have absolute discretion with respect to the lands not required to operate and maintain the Facility in accordance with this Agreement (“Excess Lands”), provided that if in exchange for consideration the Supplier sells, leases or otherwise grants an interest in any Excess Lands, the Supplier shall provide prompt written notice to the Buyer and the Parties shall negotiate in good faith the necessary amendments to this Agreement such that one hundred percent (100%Sections 2.8(d)(i) of the savings in the fixed operations and maintenance costs, including payments in lieu of property taxes and reduced allocations of corporate support costs, shall be returned to the Buyer by a corresponding reduction in the FFCP, as set forth in Exhibit J. If the Parties are unable to agree on such amendments within 60 days after the delivery of the foregoing notice, then such amendments shall be determined by mandatory and binding arbitration, from which there shall be no appeal, with such arbitration(s) to be conducted in accordance with the procedures set out in Exhibit K. However, if the Supplier fails to participate in such arbitration, the Supplier acknowledges that it waives its right to participate in such arbitration, which shall nevertheless proceed, and the Supplier shall be bound by the award of the Arbitration Panel and the subsequent amendments to this Agreement made by the Buyer to implement such award of the Arbitration Panel.‌ (i) The Supplier acknowledges that the ability of the Facility to operate on both RFO and Gas is a material feature of the Facility and the Supplier shall maintain this capability during the Term in accordance with Good Engineering and Operating Practices. If at any time the Facility is not capable of operating on both RFO and Gas other than due to an unavailability of Gas at the Facility despite adherence to the FD&M Plan, and the Facility is not on an Outage, the Supplier shall promptly notify the Buyer.and

Operation Covenants. ‌ (a) The Supplier agrees to own the Contract Facility during the Term and to operate and maintain the Contract Facility during the Term using Good Engineering and Operating Practices Practices, and meeting all applicable requirements of the IESO Market Rules, the Transmission System Code, the Distribution System Code, the Connection Agreement and all other Laws and Regulations. For certainty, the Parties acknowledge that the Buyer is not purchasing from the Supplier, nor is the Supplier selling to the Buyer, any Electricity or Related Products. (b) The Supplier agrees to assume all risk, liability and obligation and to indemnify, defend and hold harmless the Indemnitees in respect of all actions, causes of action,‌ action, suits, proceedings, claims, demands, losses, damages, penalties, fines, costs, obligations and liabilities arising out of a discharge of any contaminant into the natural environment, at or related to, the Facility and any fines or orders of any kind that may be levied or made in connection therewith pursuant to the Environmental Protection Act (Ontario), the Ontario Water Resources Act (Ontario)Act, the Dangerous Goods Transportation Act (Ontario) or other similar legislation, whether federal or provincial and all as amended from time to timeprovincial, except to the degree that such discharge shall have been due to the negligence or wilful misconduct of the Indemnitees. (c) If The Supplier agrees to comply with the terms of Exhibit S, including without limitation, in respect of procuring GD&M Services and complying with the Gas Management Plan. (d) A Supplier who is also a load facility under the IESO Market Rules, the Supplier Rules shall be solely responsible for all charges (net of any applicable credits) in relation to Electricity consumed by it in order to operate the Facility in accordance with this Agreement. (de) Except where From and to after the extent that an event or circumstance arises whereby the Supplier reasonably believes that there is a risk of damage to a Facility’s equipment or associated structures or a risk to public, employee or environmental safety, and except as required by Laws and RegulationsTerm Commencement Date, the Supplier shall at no time after agrees to comply with the date of this Agreement modify, vary, or amend in any material respect any of the features or specifications of the Facility outlined in Exhibit A (a “Facility Amendment”) without first notifying the Buyer in writing and obtaining the Buyer’s consent in writing, which consent shall not be unreasonably withheld, provided that it shall not be unreasonable for the Buyer to withhold its consent to any modification, variation or amendment which would, or would be likely to, have a Material Adverse Effect or alter the Contract Capacity. Any Facility Amendment that has not been consented to by the Buyer (other than in instances where such consent has been unreasonably withheld or is not required) shall, if not removed within ten (10) Business Days after such Facility Amendment occurred, constitute a Supplier Event of Default. Without limiting the generality of the foregoing, and for purposes of this paragraph, the failure of the Facility to have a Connection Point Peaker Must-Offer Obligations except as described in Exhibit A shall be deemed to be a Facility Amendment.‌ (e) If the Buyer’s consent in writing has been given in relation to a reduction in the Contract Capacity pursuant to Section 2.1(d), the Contract Capacity shall be deemed to be reduced to the lower amount, effective at the time stated in such notice. If the Buyer’s consent has been given in relation to an increase in the Contract Capacity pursuant to Section 2.1(d) the Contract Capacity shall be increased to the higher amount, effective as of the time stated in such notice, provided that: (i) such increase shall not be effective until the Supplier performs a Unit Check Test confirming the increased amount of the Contract Capacity; and (ii) if applicable, the Supplier has delivered to the Buyer an amount of Performance Security corresponding to the increased amount of the Contract Capacity as calculated in accordance with Section 6.1otherwise expressly set out herein. (f) The Supplier agrees that From and after the Facility shall be located in the Province of Ontario. The Supplier agrees that the Facility shall have a Connection Point as set out in Exhibit A and shall affect supply or demand in the IESO-Administered Markets. (g) The Parties acknowledge that the Test Protocol was prepared and submitted by the Supplier and approved by the Buyer under the Existing Agreement. (h) The Supplier shall have absolute discretion with respect to the lands not required to operate and maintain the Facility in accordance with this Agreement (“Excess Lands”), provided that if in exchange for consideration the Supplier sells, leases or otherwise grants an interest in any Excess LandsTerm Commencement Date, the Supplier shall provide prompt written notice agrees to the Buyer and the Parties shall negotiate in good faith the necessary amendments to this Agreement such that one hundred percent (100%) of the savings in the fixed operations and maintenance costs, including payments in lieu of property taxes and reduced allocations of corporate support costs, shall be returned to the Buyer by a corresponding reduction in the FFCP, as set forth in Exhibit J. If the Parties are unable to agree on such amendments within 60 days after the delivery of the foregoing notice, then such amendments shall be determined by mandatory and binding arbitration, from which there shall be no appeal, with such arbitration(s) to be conducted in accordance with the procedures set out in Exhibit K. However, if the Supplier fails to participate in such arbitration, the Supplier acknowledges that it waives its right to participate in such arbitration, which shall nevertheless proceed, and the Supplier shall be bound by the award of the Arbitration Panel and the subsequent amendments to this Agreement made by the Buyer to implement such award of the Arbitration Panel.‌ (i) The Supplier acknowledges that the ability of the Facility to operate on both RFO and Gas is a material feature of the Facility and the Supplier shall reasonably maintain this capability during the Term any Islanding Equipment in accordance with Good Engineering and Operating Practices. If at any time the Facility Practices such that it is not capable of operating on both RFO and Gas other than due to an unavailability of Gas at the Facility despite adherence to the FD&M Plan, and the Facility is not on an Outage, the Supplier shall promptly notify the Buyersubstantially available for operation in accordance with Section 1.11.

Operation Covenants. ‌ (a) The Supplier BALP agrees to own the Facility during the Term and to operate and maintain each of the Facility during the Term Xxxxx A Units using Good Engineering and Operating Practices and meeting all applicable such that the requirements of the IESO Market Rules, the Transmission System Code, the Connection Agreement Agreements and all other Laws and RegulationsRegulations are met in all material respects. For certaintyBALP’s obligations with respect to a Xxxxx A Unit under this Section 2.9 shall commence on the Commencement Date for each of Unit 3 and Unit 4 (but without in any way limiting the right and obligation of BALP to Refurbish each of Unit 3 and Unit 4), the Parties acknowledge that the Buyer is not purchasing and from the SupplierCommercial Operation Date for each of Unit 1 and Unit 2, nor and shall end upon the termination of this Agreement or at the time such Unit is the Supplier selling to the BuyerPermanently Decommissioned or Effectively Decommissioned, any Electricity or Related Productswhichever shall occur first. (b) The Supplier Each Generator agrees to assume all risk, liability and obligation and to indemnify, defend and hold harmless the Counterparty Indemnitees in respect of all actions, causes of action,‌ action, suits, proceedings, claims, demands, losses, damages, penalties, fines, costs, obligations and liabilities arising out of a discharge of any contaminant into the natural environment, at or related toto Xxxxx A or for which a Generator is culpable, the Facility and any fines or orders of any kind that may be levied or made in connection therewith pursuant to the Environmental Protection Act (Ontario), the Ontario Water Resources Act (Ontario), or the Dangerous Goods Transportation Act (Ontario) or other similar legislation, whether federal or provincial and all as amended from time to timeprovincial, except to the degree that such discharge shall have been due to the negligence or wilful misconduct of the Counterparty Indemnitees. (c) If Subject to Section 2.11(c), the Supplier is also a load facility under applicable Generator agrees to coordinate with the IESO Market Rules, with respect to the Supplier shall be solely responsible for all charges (net scheduling of any planned Outages relating to the applicable credits) in relation to Electricity consumed by it in order to operate the Facility in accordance with this AgreementGenerating Station. (d) Except where and to the extent that an event or circumstance arises whereby the Supplier reasonably believes that there is a risk of damage to a Facility’s equipment or associated structures or a risk to public, employee or environmental safety, and except as required by Laws and Regulations, the Supplier shall at no time after the date of this Agreement modify, vary, or amend in any material respect any of the features or specifications of the Facility outlined in Exhibit A (a “Facility Amendment”) without first notifying the Buyer in writing and obtaining the Buyer’s consent in writing, which consent shall not be unreasonably withheld, provided that it shall not be unreasonable for the Buyer to withhold its consent to any modification, variation or amendment which would, or would be likely to, have a Material Adverse Effect or alter the Contract Capacity. Any Facility Amendment that has not been consented to by the Buyer (other than in instances where such consent has been unreasonably withheld or is not required) shall, if not removed within ten (10) Business Days after such Facility Amendment occurred, constitute a Supplier Event of Default. Without limiting the generality of the foregoing, and for purposes of this paragraph, the failure of the Facility to have a Connection Point as described in Exhibit A shall be deemed to be a Facility Amendment.‌ (e) If the Buyer’s consent in writing has been given in relation to a reduction in the Contract Capacity pursuant Subject to Section 2.1(d), the Contract Capacity shall be deemed to be reduced to the lower amount, effective at the time stated in such notice. If the Buyer’s consent has been given in relation to an increase in the Contract Capacity pursuant to Section 2.1(d2.11(c) the Contract Capacity shall be increased to the higher amount, effective as of the time stated in such notice, and provided that: (i) such increase shall not be effective until the Supplier performs a Unit Check Test confirming the increased amount of the Contract Capacity; and (ii) if applicable, the Supplier has delivered to the Buyer an amount of Performance Security corresponding to the increased amount of the Contract Capacity as calculated in accordance with Section 6.1. (f) The Supplier agrees that the Facility shall be located in the Province of Ontario. The Supplier agrees that the Facility shall have a Connection Point as set out in Exhibit A and shall affect supply or demand in the IESO-Administered Markets. (g) The Parties acknowledge that the Test Protocol was prepared and submitted by the Supplier and approved by the Buyer under the Existing Agreement. (h) The Supplier shall have absolute discretion with respect to the lands not required to operate and maintain the Facility in accordance with this Agreement (“Excess Lands”), provided that if in exchange for consideration the Supplier sells, leases or otherwise grants an interest in any Excess Lands, the Supplier shall provide prompt written notice to the Buyer and the Parties shall negotiate in good faith the necessary amendments to this Agreement such that one hundred percent (100%) of the savings in the fixed operations and maintenance costs, including payments in lieu of property taxes and reduced allocations of corporate support costs, shall be returned to the Buyer by a corresponding reduction in the FFCP, as set forth in Exhibit J. If the Parties are unable to agree on such amendments within 60 days after the delivery of the foregoing notice, then such amendments shall be determined by mandatory and binding arbitration, from which there shall be no appeal, with such arbitration(s) to be conducted in accordance with the procedures set out in Exhibit K. However, if the Supplier fails to participate in such arbitration, the Supplier acknowledges that it waives its right to participate in such arbitration, which shall nevertheless proceed, and the Supplier shall be bound by the award of the Arbitration Panel and the subsequent amendments to this Agreement made by the Buyer to implement such award of the Arbitration Panel.‌ (i) The Supplier acknowledges that the ability of the Facility to operate on both RFO and Gas same is a material feature of the Facility and the Supplier shall maintain this capability during the Term in accordance with Good Engineering and Operating Practices. If at any time , the Facility is not capable of operating on both RFO and Gas other than due to an unavailability of Gas at the Facility despite adherence Refurbished Units will be subject to the FD&M Plan, and special protection scheme to the Facility is not on an Outage, extent currently in place or as amended from time to time in accordance with the Supplier shall promptly notify the BuyerIESO Market Rules.