Common use of Operational Transition Clause in Contracts

Operational Transition. (a) From and after the date hereof, Seller shall, and shall cause its applicable Affiliates and representatives, to cooperate with Purchaser and Affiliates and their respective agents and representatives to effectuate the smooth and efficient transition of the operations of the Facilities to Purchaser (or its designee) at the Closing. As soon as reasonably practicable following the date hereof, Purchaser and Seller shall, and shall cause their respective representatives, to cooperate and work together to prepare a reasonable and reasonably detailed transition protocol and procedure (the “Transition Protocol”), including such transition protocols and procedures necessary to effect the transition contemporaneously with the Closing of the existing plant connectivity and information technology systems to the connectivity and information technology systems of Purchaser and its Affiliates. (b) Without limiting the generality of Section 5.2, prior to the Closing, Seller shall, and shall cause its Affiliates (including the Companies and their Subsidiaries) to, grant access to the ▇▇▇▇▇▇▇ Facility and Oleander Facility to Purchaser, its Affiliates and their respective representatives for the purpose of installing equipment and materials necessary to effect the transition of operational control of the Facilities at the Closing in accordance with the Transition Protocol; provided, however, that any such installation will be conducted in such a manner as not to materially interfere with the operations of the Business or any other Person. (c) At or promptly after the Closing, Seller shall deliver to Purchaser all books of account and corporate records relating primarily to the Companies, their Subsidiaries or their properties, business, operations or condition to the extent such information is not in the custody or possession of such Companies or Subsidiaries on the Closing Date other than (i) in the case of claims between the Parties, any information that is subject to any attorney-client, work product or other privilege or that otherwise would not be required to be provided pursuant to a subpoena or other civil discovery procedure or (ii) books and records that Seller reasonably determines cannot practicably be delivered to Purchaser, in which case Seller will provide - 47 - Purchaser with reasonable access, upon reasonable prior written notice (but in no event less than five Business Days’ prior written notice) and during normal business hours, to such books and records. Without limiting the generality of the foregoing, all Facility documents and records (including both paper and electronic documents and records), tools, supplies, spare parts, safety equipment, O&M manuals, operating procedures and training materials owned by either of the Companies (or any of their respective Subsidiaries) will remain the property of the applicable entity. (d) As soon as reasonably practicable after the date hereof, the Parties shall negotiate in good faith and agree to a form of cost-based transition services agreement in a form substantially similar to Exhibit A to the Gas SPA, and any other forms of agreements that are necessary to permit Purchaser to operate the Facilities immediately following the Closing in a manner substantially similar to the operations immediately prior to the Closing (such agreed forms collectively, the “Transition Arrangements”) in the event that, at the time of the Closing, the Transition Protocol has not been effected in a manner sufficient to facilitate such operation, including in the event that Purchaser does not obtain true, complete, accurate and unredacted copies of the Withheld Business Material Contracts at least 75 days prior to the Closing Date.

Operational Transition. (a) From and after the date hereof, Seller shall, and shall cause its applicable Affiliates and representatives, to cooperate with Purchaser and Affiliates and their respective agents and representatives to effectuate the smooth and efficient transition of the operations of the Facilities to Purchaser (or its designee) at the Closing. As soon as reasonably practicable following the date hereof, Purchaser and Seller shall, and shall cause their respective representatives, to cooperate and work together to prepare a reasonable and reasonably detailed transition protocol and procedure (the “Transition Protocol”), including such transition protocols and procedures necessary to effect the transition contemporaneously with the Closing of the existing plant connectivity and information technology systems to the connectivity and information technology systems of Purchaser and its Affiliates. . (b) Without limiting the generality of Section 5.2, prior to the Closing, Seller shall, and shall cause its Affiliates (including the Companies and their Subsidiaries) to, grant access to the Stan▇▇▇ ▇▇▇▇▇▇▇ Facility ility and Oleander Facility to Purchaser, its Affiliates and their respective representatives for the purpose of installing equipment and materials necessary to effect the transition of operational control of the Facilities at the Closing in accordance with the Transition Protocol; provided, however, that any such installation will be conducted in such a manner as not to materially interfere with the operations of the Business or any other Person. (c) At or promptly after the Closing, Seller shall deliver to Purchaser all books of account and corporate records relating primarily to the Companies, their Subsidiaries or their properties, business, operations or condition to the extent such information is not in the custody or possession of such Companies or Subsidiaries on the Closing Date other than (i) in the case of claims between the Parties, any information that is subject to any attorney-client, work product or other privilege or that otherwise would not be required to be provided pursuant to a subpoena or other civil discovery procedure or (ii) books and records that Seller reasonably determines cannot practicably be delivered to Purchaser, in which case Seller will provide - 47 - Purchaser with reasonable access, upon reasonable prior written notice (but in no event less than five Business Days’ prior written notice) and during normal business hours, to such books and records. Without limiting the generality of the foregoing, all Facility documents and records (including both paper and electronic documents and records), tools, supplies, spare parts, safety equipment, O&M manuals, operating procedures and training materials owned by either of the Companies (or any of their respective Subsidiaries) will remain the property of the applicable entity. (d) As soon as reasonably practicable after the date hereof, the Parties shall negotiate in good faith and agree to a form of cost-based transition services agreement in a form substantially similar to Exhibit A to the Gas SPA, and any other forms of agreements that are necessary to permit Purchaser to operate the Facilities immediately following the Closing in a manner substantially similar to the operations immediately prior to the Closing (such agreed forms collectively, the “Transition Arrangements”) in the event that, at the time of the Closing, the Transition Protocol has not been effected in a manner sufficient to facilitate such operation, including in the event that Purchaser does not obtain true, complete, accurate and unredacted copies of the Withheld Business Material Contracts at least 75 days prior to the Closing Date.