DEP Advisory Ruling Sample Clauses

DEP Advisory Ruling. (a) Except to the extent mutually waived by both Parties, the obligations of the Parties to perform this Agreement, other than the Parties’ obligations under Sections 6.1(b), 6.1(e), 6.1(g) and 6.3 and Articles 8, 11 and 12, are conditioned upon and shall not become effective or binding until the receipt of an advisory ruling from the Massachusetts Department of Environmental Protection, pursuant to 310 CMR 2.09, (i) confirming that the Products Delivered under this Agreement, including, without limitation, any Qualified Shortfall Energy and associated Environmental Attributes Delivered pursuant to Section 4.3(c), meet the requirements of the CES as in effect on the date such advisory ruling is issued and (ii) describing the reporting and other filing and administrative requirements in order for such Products Delivered under this Agreement to satisfy the requirements of the CES (the “Advisory Ruling”). Buyer and Seller shall jointly file a request for the Advisory Ruling as soon as practicable following the execution of this Agreement, and in any event shall use Commercially Reasonable Efforts to file such request within sixty (60) days after the Effective Date. (b) This Agreement may be terminated by either Buyer or Seller, without liability under this Agreement as a result of such termination, subject to the return of Credit Support as provided in Section 6.3, in the event that (i) one Party notifies the other Party within five (5) Business Days after receipt of the Advisory Ruling that the Advisory Ruling is not acceptable to such Party, acting reasonably; provided that the reason the Party determines the Advisory Ruling is not acceptable shall be that such ruling would have a material adverse effect on (1) the ability of such Party to perform its obligations under this Agreement or (2) the benefits such Party expects to receive from the Products being Delivered under this Agreement meeting the requirements of the CES, (ii) the Massachusetts Department of Environmental Protection affirmatively denies the request for an Advisory Ruling, or (iii) the Advisory Ruling is not received within ninety (90) days after the Effective Date; provided that termination under clause