Operation of Projects. The Credit Parties have heretofore made available to the Lender all feasibility studies and geological, reserve, resource, metallurgical, engineering and financial data and evaluations of each Mineral Property prepared by or for the benefit of any Credit Party or otherwise in the possession of any Credit Party. The Credit Parties are not aware of any material inaccuracy or omission in such information which has not been disclosed to the Lender in writing.
Operation of Projects. (a) Borrower shall keep and operate each Project, or cause the same to be kept and operated, in good operating condition consistent in all material respects with Prudent Utility Practices, all Applicable Permits and Legal Requirements and all applicable requirements of the Operative Documents, and make or cause to be made all repairs (structural and non-structural, extraordinary or ordinary) necessary to keep and operate each Project in such condition. Borrower shall from time to time consider and implement the reasonable recommendations of the Independent Engineer in connection with the operation of each Project.
(b) Borrower shall operate and maintain each Project, or cause each Project to be operated and maintained in accordance with the Base Case Project Projections (subject to Borrower’s other rights under the Financing Documents, including Borrower’s rights to access amounts in the Collateral Accounts in accordance with the terms of this Agreement and the Account Control Agreement).
(c) Borrower shall operate and maintain each Project, or cause each Project to be operated and maintained in accordance with the Base Case Project Projections in effect from time to time after the expiration of the applicable Warranty Period (as defined in each Turbine Supply Agreement).
(d) Borrower shall not (nor shall it allow any Project Company to) (i) approve any material amendments or modifications to any operation and maintenance manuals referred to in the Turbine Service Agreement and O&M Service Agreement, or (ii) terminate the Turbine Service Agreement ***** in each case without obtaining the prior written consent of Administrative Agent (with consent of the Majority Lenders and Issuing Bank).
Operation of Projects. (a) No less than thirty (30) days in advance of the end of each calendar year, prepare an Annual Budget for the upcoming annual period, detailed by calendar month and consistent with the methodology set forth in the Lender Base Case Projections for the Portfolio (by ESA), of anticipated revenues, Debt Service, proposed member distributions, the difference (if positive) of the Total Aggregate Efficiency Deficit Amount (as such term is defined in each ESA other than the [***] ESA) with respect to the applicable Systems under an ESA minus the sum of all Aggregate Efficiency Deficit Amounts (as defined in each such ESAs) paid by Borrower to the applicable Offtaker under such ESAs, positive efficiency bank balance, failures to meet power performance warranties, maintenance, repair and operation expenses (including reasonable allowance for contingencies and working capital), maintenance reserves and all other anticipated Operation and Maintenance Expenses for the Projects until the conclusion of the first full fiscal year thereafter and provide a copy of such Annual Budget to the Administrative Agent and the Independent Engineer for the review and approval by the Independent Engineer (such approval not to be unreasonably withheld, conditioned or delayed). Borrower shall incorporate reasonable suggestions of the Administrative Agent if any within ten (10) days of receipt (in consultation with the Independent Engineer) into the final Annual Budget and the Annual Budget shall be adopted prior to the end of the calendar year. Borrower shall operate and maintain the Projects, or cause the Projects to be operated and maintained, within the applicable Annual Budget as approved by the Administrative Agent in consultation with the Independent Engineer and, in addition to and subject to the foregoing, shall not exceed the aggregate Annual Budget by more than [***]([***]) of the total budgeted amount for the applicable fiscal year.
(b) Operate and administer the Projects, its business and its properties at all times in accordance in all material respects with the Annual Budget, applicable Law and Prudent Electrical Practice and make or cause to be made all repairs (structural and non-structural, extraordinary or ordinary) necessary to keep and operate the Projects and perform its obligations under the Project Documents.
(c) Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all of its obligations under the Projec...
Operation of Projects. (i) The material mechanical, electrical and other operating systems on and in the Projects are in all material respects in good working order (ordinary wear and tear excepted) and repair and are adequate in all material respects for the operation of the Projects by the Company and its Subsidiaries as described in the Offering Memorandum; and
(ii) Except as described in the Offering Memorandum, the use of the Projects as described in the Offering Memorandum does not in any material respect depend on any variance, special exception or other local or municipal Governmental Approval that has not been obtained by or for the benefit of the Company, its Subsidiaries or Mammoth Pacific, L.P., as applicable, and all material building, construction, ownership, operation and maintenance, environmental, water and use related Governmental Approvals necessary for such use have been issued and are in full force and effect, except in the case of the Galena Re-Powering and the Mammoth Project enhancement, such Governmental Approvals that are required or expected to be obtained prior to or in connection with the commencement of the Galena Re-powering or the Mammoth Project enhancement, as the case may be.
Operation of Projects. The Entities and CPI as to Xxxxxxx shall operate and manage the Projects in a manner consistent with the manner in which they are being operated on the Contract Date, maintaining the current level of services, shall maintain the Projects in good repair and working order; shall keep on hand sufficient materials, supplies, equipment and other Personal Property for the efficient operation and management of the Projects in a first class manner; and shall perform, when due, all of the Entities' obligations under the Existing Loan Documents, Leases, Contracts, Governmental Approvals and other agreements relating to the Projects and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Projects. Except as otherwise specifically provided herein, the Entities and CPI as to Xxxxxxx shall deliver the Projects at Closing in substantially the same condition as each of them is in on the Contract Date, reasonable wear and tear excepted. Sellers shall cause Tred Avon to the collect the indebtedness under, and shall hold the Tred Avon Loan Documents in the manner in which they are currently being collected and held. Sellers shall cause the Entities to pay when due all amounts due under Existing Loan Documents and to perform all obligations of such Entities under the Loan Documents.
Operation of Projects. The Credit Parties have heretofore made available to the Lender all feasibility studies and geological, reserve, resource, metallurgical, engineering and financial data and evaluations of the Projects prepared by or for the benefit of any Credit Party or otherwise in the possession of any Credit Party. Except as set forth on Schedule 6.1(q), the Credit Parties are not aware of any inaccuracy or omission in such information which has had or could reasonably be expected to result in a Material Adverse Effect. The Work Program and Budget has been developed by the Credit Parties in a prudent manner in accordance with standard industry practice, and the Credit Parties have no knowledge of any fact or state of affairs related thereto, or any defect or deficiency therein, which would cause it to be unable to undertake and complete the Work Program and Budget during the period and at the costs specified therein.
Operation of Projects. 11.1 From and after the date hereof to the Closing Dates, Sellers shall: (a) continue to maintain, operate and conduct business at the Projects in substantially the same manner as prior to the date hereof; (b) perform all regular and emergency maintenance and repairs with respect to the Projects; (c) keep the Projects insured against all usual risks and will maintain in effect all insurance policies now maintained on the same; (d) not sell, encumber, assign or convey any right, title or interest in any part of the Projects; (e) not change the operation or status of the Projects in any manner reasonably expected to impair or diminish its value; (f) perform when due, and otherwise comply with, all of Seller's material obligations and duties under the Tenant Leases and Approved Contracts; and (g) not terminate any Tenant Leases except in the ordinary course of business. Following the Effective Date, Seller shall not enter into any new leases, including leases with tenants, or any amendments or extensions of existing Leases (collectively, “New Leases”) which affect the use, operation or enjoyment of the Property after Closing except to non-affiliated third parties on an arms-length basis with terms. All New Leases entered into subsequent to the Effective Date will be in substantially the same form, terms and conditions as are presently utilized by Seller. No New Tenant Lease shall be for a term in excess of one (1) year.
Operation of Projects. 11.1 From and after the date hereof to the Closing Date, Contributors shall: (a) continue to maintain, operate and conduct business at each Project consistent with past practices; (b) keep each Project insured against all usual risks and will maintain in effect all insurance policies now maintained on the same; (c) except with respect to leases to residents of the Projects, not otherwise sell, assign or convey any right, title or interest in any part of any Project; and (d) not execute, amend or extend any Tenant Lease for a term in excess of one (1) year (unless otherwise approved by SCOLP) and only at rental rates equal to or greater than the rental rents identified on the Schedule of Rents attached hereto as Schedule 11.1 and shall offer any concessions other than the concessions shown on the Schedule of Concessions attached hereto as Schedule 11.1, or otherwise terminate or waive any rights under the Tenant Leases other than consistent with past practices.
11.2 SCOLP or the New Owners shall have the right, but not the obligation, to hire those employees of Contributors working on-site at the Projects, effective as of the Closing Date. Upon the consummation of the transactions contemplated herein, such employees will remain employees of Contributors or such manager unless expressly retained by SCOLP or the New Owners at the Closing, and all compensation and fees due such employees, including any amount payable or that becomes payable as a result of the termination of the employees, and all costs and taxes attributable to such employment, shall be paid by Contributors. Effective as of the Closing Date, Contributors shall terminate the existing manager of the Projects and any Non-Assumed Project Contracts.
Operation of Projects. Contributor shall operate and manage the Projects in the same manner as in effect on the Contract Date, maintaining present services (including, but not limited to, pest control), and shall maintain the Projects in the condition required under the Leases and in substantially the same condition as exists on the Contract Date (casualty and reasonable wear and tear excepted), shall keep on hand sufficient materials, supplies, equipment and other Personal Property for the operation and management of the Projects in substantially the same manner as in effect on the Contract Date; and shall perform, when required by the terms of the underlying document or by law, all of Contributor's material obligations under the Leases, Contracts, Governmental Approvals and other agreements binding on Contributor and relating to the Projects; provided that nothing contained in this Subparagraph 8.1(d) shall require Contributor to make any unscheduled capital improvements or repairs or bring any of the Projects up to current code requirements. Except as otherwise specifically provided herein (including, without limitation, Paragraph 15), Contributor shall deliver the Projects at Closing in substantially the same condition as each of them is in on the Contract Date (subject to the performance of tenant improvements and improvements provided for, and contemplated, in Contributor's current budget for that particular Project), reasonable wear and tear excepted, and shall terminate, as of the Closing Date, the Contracts, unless otherwise advised to the contrary by Acquiror, in writing, no later than the Approval Date. None of the Personal Property, fixtures or Inventory (except as such Inventory may be consumed in the ordinary course of business) shall be removed from the Projects, unless replaced by personal property, fixtures or inventory of substantially equal or greater utility and value.
Operation of Projects. The Borrower shall cause each Subsidiary to (a) operate and maintain each Project, or cause the same to be operated and maintained, consistent in all material respects with (i) Prudent Industry Practices, (ii) all Applicable Permits, (iii) Legal Requirements, (iv) all applicable requirements of the Operative Documents (including the warranties provided for thereunder) and (v) the applicable Budget, and make or cause to be made all repairs (structural and non-structural, extraordinary or ordinary) reasonably necessary to operate and maintain each Project in such condition (subject to the Borrower’s other rights hereunder) and (b) to replace the applicable O&M Agreement at the time of the scheduled expiry of such O&M Agreement with a replacement O&M Agreement and any associated guaranty in accordance with Section 5.19. Notwithstanding clause (v) of this Section 5.31, Borrower shall not be in breach of this Section 5.31 in the event that, in any calendar year, Borrower and the Subsidiaries incur expenditures in excess of the aggregate amounts set forth in such applicable Budget and Borrower may use funds from the Borrower Revenue Account to satisfy such expenditures provided that (X) the aggregate amount of such excess expenditures is not greater than one hundred and fifteen percent (115%) of such aggregate budgeted amounts set forth in the Base Case Model for the applicable calendar year, or (Y) in the event that such expenditures exceed one hundred and fifteen percent (115%) of such aggregate budgeted amounts in the Base Case Model for such calendar year, unless Borrower obtains the prior written approval of the Required Lenders, Borrower may not use funds from the Borrower Revenue Account for any expenditures that exceed one hundred and fifteen percent (115%) of the aggregate budgeted amounts set forth in the Base Case Model for the applicable calendar year.
