Common use of PEG 1 Services Clause in Contracts

PEG 1 Services. Until the earlier of (i) the PEG 1 Reintegration and (ii) the PEG 2 Transition (the “PEG 1 Services Period”), PEG 1 shall make its personnel and the personnel of its subsidiaries available to PEG Inc. and PEG 2 to provide and perform the following services for PEG Inc., PEG 2 and their respective Affiliates and project entities in accordance with, subject to Section 9.01, the scope, instruction, and policies of PEG Inc. or PEG 2, as applicable (the “PEG 1 Services”): (a) day-today administrative services; (b) services related to accounting and tax, including, preparation and filing of tax returns and maintaining books and records; (c) services related to preparation of annual consolidated financial statements, and quarterly interim financial statements; (d) services related to regulatory reporting and other public filings and disclosures; (e) services related to preparation of annual budgets; (f) legal and corporate secretarial support and other corporate services; (g) services related to financial analysis, financing, and, when requested to do so, assisting in the process of raising capital by way of debt, equity or otherwise; (h) services related to human resources support and administration; (i) services related to information technology support; (j) providing advice with respect to issues concerning project development, permitting, construction management and engineering, power marketing, environmental management and implementation; (k) providing assistance in connection with PEG Inc.’s pursuit of acquisition opportunities; (l) services related to obtaining and maintaining insurance; (m) services related to maintaining required governmental approvals and permits and preparing and submitting filings with respect to PEG Inc.’s projects; (n) services with respect to compliance with applicable laws and other obligations of PEG Inc. and PEG 2 and their respective projects; (o) supervising and monitoring PEG Inc.’s and PEG 2’s and their respective counterparties’ compliance with the terms and conditions of PEG Inc.’s and PEG 2’s respective contracts and performing on behalf of PEG Inc. and PEG 2 reporting and other routine administrative responsibilities under such contracts; and (p) performing such other tasks of an administrative nature as PEG Inc. or PEG 2 may reasonably request from time to time in connection with or related to PEG Inc. or PEG 2, their respective Affiliates and/or their respective operations. Prior to taking any action that will materially diminish its ability to provide the PEG 1 Services as contemplated under this Agreement, PEG 1 will provide PEG Inc. and PEG 2 with advance written notice of such anticipated action. PEG Inc. and PEG 2 shall then have a period of 30 days to deliver a written response to PEG 1, either consenting to such action or stating that such action may only be taken following a notice period of six (6) months. Failure by PEG Inc. or PEG 2 to deliver such response within such 30 day period shall be deemed, with respect to such respective party, consent of the described action. For the avoidance of doubt, PEG 1 may determine, in its sole discretion based on its own business considerations, to take any such action. PEG 1 agrees that, during the PEG 1 Services Period, the PEG 1 Services shall include such resources and services that a reasonably prudent professional operating in the wind industry would deem appropriate taking into account the business plan, approved budget, costs and expenses to support the foregoing for each of PEG Inc. and PEG 2. Following notice to PEG 1 by PEG Inc. or PEG 2, as applicable, notifying PEG 1 of its failure to provide such sufficient resources and services, PEG 1 shall have a period of thirty (30) days to cure any such failure; provided, however, that if the fact, circumstance or condition that is the subject of such failure cannot reasonably be remedied within such 30-day period and if, within such period, PEG 1 provides reasonable evidence to PEG Inc. and PEG 2 that it has commenced, and thereafter proceeds with reasonable due diligence, to remedy such failure, such period shall be extended for a reasonable period satisfactory to PEG Inc. and PEG 2, acting reasonably, for PEG 1 to remedy the same. Following such period, in the event that PEG 1 has not cured such failure (unless such failure is a result of the PEG 2 Board of Directors or the PEG LP Board of Directors not providing approval to fund such increased resources and services) (a “PEG 1 Services Failure”) then, except any time following a PEG 2 Transition, PEG 1 Employee Reintegration, or PEG 2 Employee Reintegration, PEG 2 shall have the right, in its sole discretion, to (A) cause PEG 1 to hire additional development personnel, or (B) initiate a wind-down of PEG 2 in accordance with the terms of the PEG 2 LPA; provided that PEG Inc. shall be afforded a reasonable opportunity to effect a PEG 1 Employee Reintegration following a PEG 1 Services Failure prior to PEG 2 having such right to initiate a wind-down of PEG 2.

PEG 1 Services. Until the earlier of (i) the PEG 1 Reintegration and (ii) the PEG 2 Transition (the “PEG 1 Services Period”), PEG 1 shall make its personnel and the personnel of its subsidiaries available to PEG Inc. and PEG 2 to provide and perform the following services for PEG Inc., PEG 2 and their respective Affiliates and project entities in accordance withaccordance, subject to Section 9.017.01, with the scope, instruction, and policies of PEG Inc. or PEG 2, as applicable (the “PEG 1 Services”): (a) day-today to­day administrative services; (b) services related to accounting and tax, including, preparation and filing of tax returns and maintaining books and records; (c) services related to preparation of annual consolidated financial statements, and quarterly interim financial statements; (d) services related to regulatory reporting and other public filings and disclosures; (e) services related to preparation of annual budgets; (f) legal and corporate secretarial support and other corporate services; (g) services related to financial analysis, financing, and, when requested to do so, assisting in the process of raising capital by way of debt, equity or otherwise; (h) services related to human resources support and administration; (i) services related to information technology support; (j) providing advice with respect to issues concerning project development, permitting, construction management and engineering, power marketing, environmental management and implementation; (k) providing assistance in connection with PEG Inc.’s pursuit of acquisition opportunities; (l) services related to obtaining and maintaining insurance; (m) services related to maintaining required governmental approvals and permits and preparing and submitting filings with respect to PEG Inc.’s projects; (n) services with respect to compliance with applicable laws and other obligations of PEG Inc. and PEG 2 and their respective projects; (o) supervising and monitoring PEG Inc.’s and PEG 2’s and their respective counterparties’ compliance with the terms and conditions of PEG Inc.’s and PEG 2’s respective contracts and performing on behalf of PEG Inc. and PEG 2 reporting and other routine administrative responsibilities under such contracts; and (p) performing such other tasks of an administrative nature as PEG Inc. or PEG 2 may reasonably request from time to time in connection with or related to PEG Inc. or PEG 2, their respective Affiliates and/or their respective operations. Prior to taking any action that will materially diminish its ability to provide the PEG 1 Services as contemplated under this Agreement, PEG 1 will provide PEG Inc. and PEG 2 with advance written notice of such anticipated action. PEG Inc. and PEG 2 shall then have a period of 30 days to deliver a written response to PEG 1, either consenting to such action or stating that such action may only be taken following a notice period of six (6) 4 months. Failure by PEG Inc. or PEG 2 to deliver such response within such 30 day period shall be deemed, with respect to such respective party, consent of the described action. For the avoidance of doubt, PEG 1 may determine, in its sole discretion based on its own business considerations, to take any such action. PEG 1 agrees that, during the PEG 1 Services Period, the PEG 1 Services shall include such resources and services that a reasonably prudent professional operating in the wind industry would deem appropriate taking into account the business plan, approved budget, costs and expenses to support the foregoing for each of PEG Inc. and PEG 2. Following notice to PEG 1 by PEG Inc. or PEG 2, as applicable, notifying PEG 1 of its failure to provide such sufficient resources and services, PEG 1 shall have a period of thirty (30) days to cure any such failure; provided, however, that if the fact, circumstance or condition that is the subject of such failure cannot reasonably be remedied within such 30-day period and if, within such period, PEG 1 provides reasonable evidence to PEG Inc. and PEG 2 that it has commenced, and thereafter proceeds with reasonable due diligence, to remedy such failure, such period shall be extended for a reasonable period satisfactory to PEG Inc. and PEG 2, acting reasonably, for PEG 1 to remedy the same. Following such period, in the event that PEG 1 has not cured such failure (unless such failure is a result of the PEG 2 Board of Directors or the PEG LP Board of Directors not providing approval to fund such increased resources and services) (a “PEG 1 Services Failure”) then, except any time following a PEG 2 Transition, PEG 1 Employee Reintegration, or PEG 2 Employee Reintegration, PEG 2 shall have the right, in its sole discretion, to (A) cause PEG 1 to hire additional development personnel, or (B) initiate a wind-down of PEG 2 in accordance with the terms of the PEG 2 LPA; provided that PEG Inc. shall be afforded a reasonable opportunity to effect a PEG 1 Employee Reintegration following a PEG 1 Services Failure prior to PEG 2 having such right to initiate a wind-down of PEG 2.