Common use of Oversight Committee Clause in Contracts

Oversight Committee. (a) SaskPower and City shall strike a committee (the "Oversight Committee") within sixty (60) days after the Effective Date, consisting of one regular member from each Party and one alternate member from each Party. An alternate member may act in the place of a regular member in the event that the regular member is unable to act. Each of the Parties shall appoint, and shall notify the other, of the identity of its regular and alternate members. Each Party shall make reasonable efforts to maintain continuity of its members on the Oversight Committee and during the Construction Period, neither Party shall replace its members on the Oversight Committee without the consent of the other Party. (b) The Oversight Committee shall meet at locations and times to be agreed to, upon the request of either Party. The Oversight Committee shall meet in person at least once each calendar month during the Construction Period and once each calendar year during the Supply Period. Quorum for any Oversight Committee meeting requires two Oversight Committee members. (c) The Oversight Committee shall be a forum for the Parties to discuss matters which arise in connection with this Agreement and shall be charged with attempting to resolve disputes referred to it pursuant to Section 22.5(a) of this Agreement. (d) The decisions of the Oversight Committee shall be unanimous. (e) Each Party shall be responsible for the expenses incurred by its members of the Oversight Committee. Any and all other expenses incurred by the Oversight Committee shall be shared equally by SaskPower and City unless otherwise mutually agreed to in writing. (f) The Parties agree that nothing in this Section 10.1 shall be construed as relieving either of the Parties from performing and carrying out any of their covenants, obligations and agreements herein contained, nor shall it be construed as excluding any remedy available to either of the Parties pursuant to this Agreement or at law regarding any matter referred to the Oversight Committee hereunder. (g) The Parties agree to cooperate as reasonably required to provide the Oversight Committee any information requested by it for the purposes of this Agreement.

Oversight Committee. (ai) SaskPower and City shall strike a The Parties will establish an oversight committee (the "Oversight Committee") within sixty to (60A) days after oversee the Effective Datecollaborative process under this Agreement, consisting of one regular member from each Party (B) discuss and one alternate member from each Party. An alternate member may act in deliberate the place of a regular member in Phase I Objectives and the event that Phase II Objectives, (C) supervise the regular member is unable to act. Each of exchange between the Parties shall appointof Confidential Information (as hereinafter defined); (D) review the progress of Phase I and Phase II, and shall notify the other, (E) make any decisions required hereunder on behalf of the identity of its regular and alternate memberstheir respective designating Parties. Each Party shall make reasonable efforts to maintain continuity of its members on the The Oversight Committee shall be comprised of two (2) members (the "OC Members"). The Schlumberger Parties will be entitled to designate one (1) OC Member, and during the Construction Period, neither Party shall replace its members GRC will be entitled to designate one (1) OC Member. No OC Member may be removed from his or her position on the Oversight Committee without the consent of the Party that designated such OC Member. Any OC Member may resign his or her position at any time, or be removed from his or her position at any time, with or without cause, by the Party designating such OC Member. All decisions, approvals and other Partyactions of the Oversight Committee shall require unanimous agreement at regular meetings or by written consent. In the event of a deadlock on the Oversight Committee, the matter shall be referred back to the Parties, which shall use their reasonable best efforts to overcome such deadlock. (bii) The Oversight Committee shall meet at locations and times to be agreed to, upon the request of (either Party. The Oversight Committee shall meet in person or by electronic means through which each participant can hear all other participants) at least once each calendar month during the Construction Period and once each calendar year during the Supply Periodevery three (3) months, or so often as its members otherwise agree. Quorum for any Oversight Committee meeting requires two Oversight Committee members. Not less than fourteen (c14) The Oversight Committee days prior written notice shall be given by one Party that it wishes to hold a forum for the Parties to discuss matters which arise in connection with this Agreement and shall be charged with attempting to resolve disputes referred to it pursuant to Section 22.5(a) of this Agreement. (d) The decisions of the Oversight Committee shall be unanimous. (e) Each Party shall be responsible for the expenses incurred by its members meeting of the Oversight Committee. Any All such notices shall specify the time and all place proposed for the relevant meeting together with details of the topic(s) requested to be discussed thereat, provided always that the other expenses incurred Party shall have the right to require additional items to be placed on the agenda of the meetings of the Oversight Committee, subject only to written notice of any such item being furnished by the Oversight Committee shall be shared equally by SaskPower and City unless otherwise mutually agreed to in writing. (f) The Parties agree that nothing in this Section 10.1 shall be construed as relieving either of the Parties from performing and carrying out any of their covenants, obligations and agreements herein contained, nor shall it be construed as excluding any remedy available to either of the Parties pursuant to this Agreement or at law regarding any matter referred other Party to the Oversight Committee hereunderfirst Party prior to the scheduled meeting date. (g) The Parties agree to cooperate as reasonably required to provide the Oversight Committee any information requested by it for the purposes of this Agreement.

Oversight Committee. Subject to restrictions provided for in the Antitrust Protocol, the Parties agree to install an oversight committee (the “Oversight Committee”) with power and authority to, from the date of its installation and until the earlier of the Closing Date and the date of termination of this Agreement (the “Transition Period”), monitor, discuss, deliberate and manage the financing, implementation, construction, development and operation of the Tucano 2 Project and Cajuína 3 Project in the Ordinary Course of Business during the‌ Transition Period, including in order to verify the compliance with the obligations provided in Sections 6.1, 6.2 and 6.3, (ii) solicit, receive and review information regarding (x) the outsourced service providers of AES Brasil and its subsidiaries; and (y) the generation, purchase and sale of the energy output. 6.4.1 The Oversight Committee shall be composed of (a) SaskPower and City shall strike a committee (the "Oversight Committee") within sixty (60) days after the Effective Date, consisting of one regular member from each Party and one alternate member from each Party. An alternate member may act in the place of a regular member in the event that the regular member is unable to act. Each of the Parties shall appointfour representatives appointed by AES Brasil, and (b) four representatives appointed by Xxxxx, which shall notify be replaced at any time by the other, of the identity of its regular and alternate members. Each Party relevant Party. 6.4.2 AES Brasil shall make reasonable efforts to maintain continuity of its members on provide the Oversight Committee on a monthly basis with consolidated, unaudited management information of the previous month, reflecting the accounting, financial, technical, engineering, legal and during the Construction Periodenvironmental aspects of Tucano 2 Project and Cajuína 3 Project, neither Party shall replace its members on as well as any other access to sites, personnel, documents or information that is reasonably requested in advance by the Oversight Committee without to monitor the consent of obligations to be fulfilled during the other PartyTransition Period. (b) 6.4.3 The Oversight Committee shall meet at locations and times to be agreed toevery two weeks, upon the request of either Party. The Oversight Committee shall meet virtually or in person at least once each calendar month during the Construction Period and once each calendar year during the Supply Period. Quorum for any Oversight Committee meeting requires two Oversight Committee members. (c) The Oversight Committee shall be a forum for the Parties person, to discuss any matters which arise related to its activities, as provided in connection with this Agreement and shall be charged with attempting to resolve disputes referred to it pursuant to Section 22.5(a) of this Agreementin the Antitrust Protocol. (d) 6.4.4 The decisions members of the Oversight Committee to be appointed by the Parties and shall be unanimous. (e) Each Party shall be responsible for subject to confidentiality obligations regarding all confidential information they access due to their participation in the expenses incurred by its Oversight Committee. The Parties agree that the members of the Oversight Committee. Any and all other expenses incurred by Committee they appoint shall not disclose or share information that are competitively sensitive as provided for in applicable Law. 6.4.5 Before the appointment of the members of the Oversight Committee shall be shared equally by SaskPower and City unless otherwise mutually agreed to in writing. (f) The Parties agree that nothing in this Section 10.1 shall be construed as relieving either commencement of its activities, the Parties from performing shall jointly negotiate, approve and carrying out any enter into an antitrust protocol to govern the activities of their covenants, obligations and agreements herein contained, nor shall it be construed as excluding any remedy available to either of the Parties pursuant to this Agreement or at law regarding any matter referred to the Oversight Committee hereunder. and ensure that such activities and the exchange of competitively sensitive information are carried out in compliance with applicable Laws (g) The Parties agree to cooperate as reasonably required to provide the Oversight Committee any information requested by it for the purposes of this Agreement.“Antitrust Protocol”).‌

Oversight Committee. (a) SaskPower 3.1. For the purposes of approving and City shall strike a committee (supervising the "Oversight Committee") within sixty (60) days after carrying out of the Effective Date, consisting Work Plans and including but not limited to: 3.1.1. advising and making recommendations to the Alliance concerning the progress of one regular member from each Party and one alternate member from each Party. An alternate member may act in necessary changes to the place direction of a regular member in the event that the regular member Work Plan; and 3.1.2. resolving issues where a Party is unable to actcarry out all or part of its obligations under a Work Plan for whatever reason. Each of the Parties shall appointpromptly establish a Oversight Committee with such composition, specific functions, duties and shall notify procedural rules as the other, of Executive Committee may decide or as the identity of its regular and alternate membersParties may from time to time agree. Each Party shall make reasonable efforts to maintain continuity of its members on If the Oversight Committee and during cannot reach a consensus on any matter, a decision will be made by the Construction Period, neither Party shall replace its members on the Oversight Committee without the consent of the other Partymajority vote. (b) The Oversight Committee shall meet at locations and times to be agreed to, upon the request of either Party3.2. The Oversight Committee shall meet in person at least once establish a number of activity areas which are of interest to the Parties and shall appoint an activity leader for each calendar month during the Construction Period and once each calendar year during the Supply Period. Quorum for any Oversight Committee meeting requires two Oversight Committee membersactivity area. (c) The Oversight Committee 3.3. Those Parties interested in a particular activity area shall be collaborate in the preparation of a forum proposed Work Plan, which shall include details of the assignment of tasks to each relevant party and the budget allocation for the Parties to discuss matters which arise in connection with this Agreement and shall be charged with attempting to resolve disputes referred to it pursuant to Section 22.5(a) of this AgreementWork Plan for the following 12 month period. (d) The decisions 3.4. Following the completion of a proposed Work Plan the activity leader for that activity area shall present such proposed Work Plan to the Oversight Committee shall be unanimous. (e) Each Party who shall be responsible for forwarding such proposed Work Plans to the expenses incurred by its members other Parties for their review and comment. 3.5. At each annual meeting of the Oversight Committee, all proposed Work Plans submitted during the preceding period shall be considered by the Oversight Committee, who shall take into account the comments of the Parties and any other relevant advisory bodies and either approve the proposed Work Plan as it stands or in such modified form as it decides appropriate, including in relation to budget allocation and the allocation of tasks to each of the Parties wishing to take part in the Work Plan. 3.6. Any and all other expenses incurred If any Party which originally indicated that it wished to take part in a Work Plan does not agree with any modifications made to the same by the Oversight Committee then it shall be shared equally by SaskPower entitled to withdraw from any further participation in the Work Plan and City unless otherwise mutually agreed to in writing. (f) The Parties agree that nothing in this Section 10.1 shall be construed as relieving either of the Parties released from performing and carrying out any of their covenants, further obligations and agreements herein contained, nor shall it be construed as excluding any remedy available to either of the Parties pursuant to this Agreement or at law regarding any matter referred in relation to the Oversight Committee hereundersame. (g) The Parties agree to cooperate as reasonably required to provide the Oversight Committee any information requested by it for the purposes of this Agreement.

Oversight Committee. During the term of this Contract, the Parties will maintain an oversight committee of the Parties (the “Oversight Committee”), which will meet quarterly during the term of this Contract. Such meetings will include representatives from Roca, the Project Manager, the Commonwealth (acting through DYS and/or EOAF, at its option), and the Independent Evaluator (consistent with the terms of the Agreements between the Independent Evaluator and YSI). A representative from each of OCP, DOC, ECSD, HCSD, MSO, SCSD, and MPB shall have the right but not the obligation to attend the Oversight Committee meetings. Roca will be represented by the Founder and CEO and/or Pay for Success Administrator, DYS will be represented by the Commissioner and EOAF will be represented by the Secretary or in each case, their designees. Each party may be represented by additional representatives as such party deems appropriate. Each Lender and Grantor is entitled to have one representative attend meetings of the Oversight Committee; provided that (i) such representative will not have the right to vote on any matter before the Oversight Committee; and (ii) the Lenders and Grantors shall not attend any part of an Oversight Committee meeting that addresses an identifiable individual Roca Recruit or member of the Roca List or Control List. (a) SaskPower and City shall strike a committee (the "Oversight Committee") within sixty (60) days after the Effective Date, consisting of one regular member from each Party and one alternate member from each Party. An alternate member may act in the place of a regular member in the event that the regular member is unable to act. Each Any of the Parties shall appoint, and shall notify the other, of the identity of its regular and alternate members. Each Party shall make reasonable efforts to maintain continuity of its members on the may call for a special Oversight Committee and during meeting upon two Business Days’ notice to discuss an urgent matter. The notice for the Construction Period, neither Party shall replace its members on the special Oversight Committee without meeting shall include the consent of agenda and reason for the other Partyspecial meeting. (b) The All Oversight Committee shall meet at locations and times to meetings may be agreed to, upon the request of either Party. The Oversight Committee shall meet held in person at least once each calendar month during the Construction Period and once each calendar year during the Supply Period. Quorum for any Oversight Committee meeting requires two Oversight Committee membersor by phone or similar communication medium. (c) The Project Manager shall prepare and circulate minutes of all Oversight Committee Meetings within three Business Days after the meeting to all participants. Participants shall have two Business Days to comment on the draft minutes after which the minutes will be a forum for the Parties to discuss matters which arise in connection with this Agreement and shall be charged with attempting to resolve disputes referred to it pursuant to Section 22.5(a) of this Agreementdeemed approved. (d) The decisions Oversight Committee will attempt to resolve all issues by unanimous consent of the Commonwealth, Roca and YSI. Any issues that the Oversight Committee shall cannot resolve by unanimous consent may be unanimous. (e) Each Party shall be responsible for the expenses incurred submitted by its members of the Oversight Committee. Any and all other expenses incurred by the Oversight Committee shall be shared equally by SaskPower and City unless otherwise mutually agreed to in writing. (f) The Parties agree that nothing in this Section 10.1 shall be construed as relieving either agreement of the Parties from performing and carrying out any for resolution by the Massachusetts Office of their covenantsPublic Collaboration, obligations and agreements herein contained, nor provided that no such resolution shall it be construed as excluding any remedy available to either affect payments due hereunder without the consent of the Parties pursuant to this Agreement or at law regarding any matter referred to the Oversight Committee hereunder. (g) Lender Committee. The Parties agree to cooperate as reasonably required to provide shall share equally in the Oversight Committee any information requested by it for the purposes cost of this Agreementretaining such expert.

Oversight Committee. As set forth in Article IV.E. of the Plan: (a) SaskPower and City shall strike a committee (the "The Oversight Committee") within sixty (60) days after the Effective Date’s authority, consisting of one regular member from each Party and one alternate member from each Party. An alternate member may act in the place of a regular member in the event that the regular member is unable to act. Each of the Parties shall appointduties, and responsibilities shall notify be: (a) meeting with the other, of the identity of its regular and alternate members. Each Party shall make reasonable efforts to maintain continuity of its members Manager on a periodic basis (as the Oversight Committee and during the Construction PeriodManager agree, neither Party shall replace its members on or as may be requested by the Oversight Committee without in its reasonable discretion) regarding the consent execution of the Manager’s duties under the Plan and the status of the same; (b) consulting with the Manager regarding all matters covered by the Plan including (i) the pursuit of Causes of Action against third parties; (ii) objecting to and/or resolving Claims; and (iii) such other Partymatters affecting administration of the Estates as may be agreed upon by the Oversight Committee and the Manager; and (c) the matters addressed below. (b) The Oversight Committee shall meet at locations be authorized to engage counsel and times advisors for the Oversight Committee. Subject to review and approval of the Oversight Committee, the Company shall pay in the ordinary course all reasonable fees and expenses of professionals and advisors retained on its behalf or on behalf of the Oversight Committee, and such fees and expenses shall not be agreed to, upon subject to the request review and approval of either Partythe Bankruptcy Court. The Oversight Committee shall meet in person at least once each calendar month during Members may be entitled to compensation as may be agreed to by the Construction Period Manager and once each calendar year during the Supply Period. Quorum for any Oversight Committee meeting requires two Oversight Committee membersCommittee. (c) The Oversight Committee shall be a forum for Manager may, in his discretion, seek the Parties to discuss matters which arise in connection with this Agreement and shall be charged with attempting to resolve disputes referred to it pursuant to Section 22.5(a) of this Agreement. (d) The decisions consent of the Oversight Committee regarding any matter at issue and shall not take any of the actions set forth below without the prior consent (such consent not to be unanimous. (eunreasonably withheld) Each Party shall be responsible for the expenses incurred by its members or authorization of the Oversight Committee. Any and all other expenses incurred by Committee or Order of the Bankruptcy Court: (i) allowance of any disputed, unliquidated or contingent Claim over $500,000; (ii) engaging, terminating or altering the engagement of any professionals or advisors representing or otherwise acting on behalf of the Post-Effective Date Debtors; (iii) making a disbursement to any individual, Entity, or professional or advisor representing or otherwise acting on behalf of the Company or the Oversight Committee shall be shared equally by SaskPower in excess of $100,000; (iv) modifying or seeking authority from the Bankruptcy Court to amend, modify or change the Plan, any document in the Plan Supplement, or the Confirmation Order; (v) releasing any Claim or Cause of Action (including Claims and City unless otherwise mutually agreed to in writing. (f) The Parties agree that nothing in this Section 10.1 shall be construed as relieving either Causes of Action assertable under Chapter 5 of the Parties from performing and carrying out Bankruptcy Code); (vi) pursuing Causes of Action against any of their covenantsparty, obligations and agreements herein contained, nor shall it be construed as excluding any remedy available to either including commencing litigation on behalf of the Parties pursuant Company; (vii) increasing any item of remuneration that Manager or the Sole Officer and Director may receive for work on behalf of the Post-Effective Date Debtors; (viii) objecting to this Agreement Claims or at law regarding any matter referred to the Oversight Committee hereunder. (g) The Parties agree to cooperate as reasonably required to provide the Oversight Committee any information requested by it for the purposes of this Agreement.Interests; or

Oversight Committee. (a) SaskPower and City shall strike a committee (the "Oversight Committee") within sixty (60) days after the Effective Date, consisting of one regular member from each Party and one alternate member from each Party. An alternate member may act in the place of a regular member in the event that the regular member is unable to act. Each of the Parties shall appoint, and shall notify the other, of the identity of its regular and alternate members. Each Party shall make reasonable efforts to maintain continuity of its members on the Oversight Committee and during the Construction Period, neither Party shall replace its members on the Oversight Committee without the consent of the other Party. (b) The Oversight Committee shall meet at locations and times to be agreed to, upon the request of either Party. The Oversight Committee shall meet in person at least once each calendar month during the Construction Period and once each calendar year during the Supply Period. Quorum for any Oversight Committee meeting requires two Oversight Committee members. (c) The Oversight Committee shall be a forum for the Parties to discuss matters which arise in connection with this Agreement and shall be charged with attempting to resolve disputes referred to it pursuant to Section 22.5(a16.1(a) of this Agreement. (d) The decisions of the Oversight Committee shall be unanimous. (e) Each Party shall be responsible for the expenses incurred by its members of the Oversight Committee. Any and all other expenses incurred by the Oversight Committee shall be shared equally by SaskPower and City unless otherwise mutually agreed to in writing. (f) The Parties agree that nothing in this Section 10.1 shall be construed as relieving either of the Parties from performing and carrying out any of their covenants, obligations and agreements herein contained, nor shall it be construed as excluding any remedy available to either of the Parties pursuant to this Agreement or at law regarding any matter referred to the Oversight Committee hereunder. (g) The Parties agree to cooperate as reasonably required to provide the Oversight Committee any information requested by it for the purposes of this Agreement.