Transition Period Procedures Sample Clauses

Transition Period Procedures. 52 SECTION 8.3 INDEMNIFICATION. ...................................52 SECTION 8.4

Transition Period Procedures. The Parties acknowledge and agree that in order to ensure that upon Closing the transition of the ownership of the Purchased Shares and the operation of the Plant is as smooth and orderly as is reasonably practicable, representatives of Purchaser shall be entitled to become familiar with the Plant and be introduced to, and have the opportunity to meet with, suppliers, other vendors and customers of any of the Companies. In order to facilitate such transitions, not later than five (5) Business Days following the Effective Date, Seller and Purchaser shall each designate a representative (each a "Transition Representative") to coordinate the activities contemplated by this Section 8.2 and shall provide the name and relevant contact information of their respective Transition Representatives to the other Party. Either Party may designate a different Transition Representative at any time and from time to time by written notice to the other Party, which notice shall specify the name of the relevant individual and his or her contact information. Within ten (10) Business Days of their selection, the Transition Representatives shall meet (in person or by telephone) to develop such procedures as such persons determine to be reasonably necessary or appropriate under the circumstances to accomplish the transitions contemplated by this Section 8.2; provided, however, that any such procedures shall be consistent with the other provisions of this Agreement; and provided, further, that in no event shall any meetings with suppliers, other vendors or customers of any of the Companies relating in manner to the Companies, the Transactions, the Plant or the Existing Contracts be conducted prior to the Closing without Seller's Transition Representative or other representative of Seller being present, nor shall Purchaser or any of its Affiliates otherwise contact or communicate directly with any supplier, other vendor or customer of any of the Companies regarding the above-described matters prior to the Closing without Seller's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, unless Seller's Transition Representative or other representative of Seller shall participate therein.

Transition Period Procedures. (a) The Parties acknowledge and agree that in order to ensure that upon Closing the transition of the ownership and operation of the Oleander Station is as smooth and orderly as is reasonably practicable, representatives of Purchasers shall be entitled to become familiar with the Oleander Station, to be introduced to, and have the opportunity to meet with, suppliers, other vendors and customers of OPP, and to conduct the activities described on the Transition Plan included in Schedule 7.2. (b) Promptly after the Effective Date, Sellers will inform Purchasers regarding the planned operation schedule of each Unit for the next six (6) months. In addition to the activities described in subsection (a) of this Section 7.2, Purchasers shall be allowed to send an observer to Oleander Station to observe the operation of each of the Units. Such observer may return to Oleander Station on multiple occasions, including such occasions as may be necessary for the observer to observe each Unit's operations immediately after the Effective Date and to observe their operations immediately prior to the scheduled Closing Date. The observer shall be allowed to monitor and record performance of each Unit and shall be allowed access to historical performance data following operation and shutdown of each of the Units. Items that may be monitored include without limitation: (i) individual CT gross power output (at the generator terminals); (ii) individual CT fuel consumption; (iii) ambient temperature; (iv) ambient pressure; (v) ambient relative humidity;