TSC. 3.4.1 To the extent that the Service Provider is a party to the TSC, nothing in this Agreement shall prevent the Service Provider from operating the Providing Unit in such a manner so as to comply with its obligations under the TSC.
3.4.2 The Service Provider shall provide Technical Offer Data to the Company in accordance with the TSC. For the avoidance of doubt this clause 3.4.2 shall apply regardless of whether or not the Service Provider is a party to the TSC. Such Technical Offer Data will be subject to validation by the Company.
TSC. TSC hereby represents and warrants that (i) it has examined the Tax Rulings and the Representation Letters, and (ii) the facts set forth therein, and the representations made therein, to the extent descriptive of the TSC Group or the Retained Business and not descriptive of the eLoyalty Group or the eLoyalty Business (including, without limitation, the facts and representations in the Representation Letters and the Tax Rulings to the extent that they relate to the TSC Group or the Retained Business and do not relate to the eLoyalty Group or the eLoyalty Business, and the plans, proposals, intentions and policies of the TSC Group and the Retained Business, and not of the eLoyalty Group or the eLoyalty Business) were true, correct and complete in all material respects when the Tax Rulings were issued, and will be true, correct and complete in all material respects on the Distribution Date.
TSC a. Review comments on TSC plans
b. Daily TSC reports
c. Pre-Operational testing checklists
d. Testing results
e. Initial and completed punch lists
TSC. 3.4.1 Nothing in this Agreement shall prevent the Service Provider from operating the Generating Unit in such a manner so as to comply with its obligations under the TSC.
TSC. TSC shall not without CPHP’s Approval in its sole and absolute discretion voluntarily or by operation of law Transfer any of its rights, interests and/or obligations under this Agreement; provided, however, that TSC may assign its rights, interests and/or obligations under this Agreement in whole or in part to its Affiliate, to CPDC or to any other Person that is (or whose Affiliate is) Developer under and as defined in the CP/HPS2 DDA without the requirement of any Approval of CPHP. Any permitted Transfer by TSC must be evidenced by a written assignment and assumption of this Agreement that provides that the assignee shall be responsible for all of TSC’s Transferred obligations under this Agreement from and after the Effective Date. Notwithstanding anything set forth in this Section 5.1.2, unless otherwise Approved by CPHP in its sole and absolute discretion, in no event shall TSC be relieved of any of its obligations under this Agreement as a result of any Transfer by or change of Control of TSC. Any attempted Transfer made in violation of this Section 5.1.2 shall be null and void. At all times that Five Point Operating Company, LLC Controls TSC, at least one (1) employee of Five Point Operating Company, LLC (or its wholly owned direct or indirect subsidiaries) shall remain the sole point of contact and authorized representative on behalf of TSC to address any and all matters under this Agreement, and under any and all documents executed or entered into in connection with this Agreement.
