Coordination of Maintenance. Notwithstanding any other provision of this Agreement to the contrary, Seller shall provide to Buyer, on or before September 1st of each year during the term of this Agreement, a five-year schedule of maintenance outages for the Plant, which schedule shall provide (a) the duration of each outage and (b) the extent to which said maintenance outage(s) for the first year of said schedule may be rescheduled by Buyer, either earlier or later. Should the extent to which said maintenance outage can be rescheduled, either earlier or later, be equal to or less than one and one-half (1/1/2) months, Seller shall provide all documentation and information reasonably requested by Buyer supporting Seller's inability to reschedule the maintenance outage more than one and one-half (1/1/2) months. Seller shall schedule and coordinate these planned outages with Buyer and shall use reasonable efforts to conduct all deferable maintenance during Buyer's off-peak periods, which shall be defined as (a) those periods other than 7:00 am to 10:00 pm, Monday through Friday, and (b) the following holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Subject to the limitations in rescheduling as specified by Seller in accordance with the above paragraph, Buyer shall have the right to modify the first-year of the five-year schedule of maintenance outages submitted by Seller, without compensation to Seller, by providing written notice to Seller no later than sixty (60) days prior to the earlier of (a) the date the outage is being rescheduled by Buyer to commence, and (b) the date the outage was scheduled by Seller to commence. If Buyer provides less than sixty (60) days' written notice to Seller of its intent to modify Seller's maintenance schedule, Buyer shall compensate Seller for any incremental charges reasonably incurred by Seller under its fuel supply agreements and for Seller's other reasonably incurred incremental costs; provided, however, that Seller shall provide to Buyer, by facsimile transmission, a statement detailing these incremental charges within two (2) business days of Seller's receipt of Buyer's written notice. Seller's failure to provide this statement timely shall be deemed as an acceptance by Seller of Buyer's direction to modify the maintenance schedule without compensation from Buyer. Buyer shall have the right to rescind the notice to Seller within two (2) business days of Buyer's receipt of Seller's statement ...
Coordination of Maintenance. All matters pertaining to the coordination of the maintenance of generation and transmission facilities of the Parties.
Coordination of Maintenance. (a) By September 15 of each year, the Operating Agent shall submit to the Operating Committee for its review pursuant to Section 3.2(c) scheduled maintenance plans for the following calendar year and for the four calendar years thereafter. The one-year plan shall describe in reasonable detail the contemplated time and duration of each outage and shall cross-reference the related budget; the four-year plan need only include the contemplated time and duration of each outage, the maintenance work to be performed and the estimated cost thereof, to the extent reasonably projected, for major maintenance projects. The Operating Committee shall make recommendations concerning the maintenance plans at its last quarterly meeting of the year (which meeting shall be scheduled to allow sufficient time for the Lessee/Owner Parties to review and evaluate the proposed maintenance schedule, provided, that such meeting shall be held no later than November 1). In establishing the maintenance schedule for Xxx Xxxx Xxxx 0, the Operating Agent shall use commercially reasonable efforts to accommodate the preferences of the Lessee/Owner Parties, taking into account the schedules already established for maintenance of their other resources; provided, however, that the Operating Agent shall retain the final responsibility for determining the maintenance schedule for Elm Road Unit 2. Scheduled maintenance plans may be changed by the Operating Agent from time to time as deemed appropriate by the Operating Agent, provided, that the Lessee/Owner Parties are simultaneously informed of all such changes on a timely basis, including being provided as much advance notice as is practicable of any anticipated changes to the maintenance schedule, and are provided a reasonable opportunity to comment on such revisions, which the Operating Agent shall consider in good faith. The Operating Agent makes no representation, warranty or promise of any kind as to the accuracy of any estimates or other information contained in any scheduled maintenance plans, other than that they will be prepared in accordance with Prudent Utility Practice and the other requirements of this Agreement.
