Common use of Governmental Charges Clause in Contracts

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, or the Power Product before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land rights or interests in the Site or the Generating Facility. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and after the Delivery Point. If Seller is required by Applicable Laws to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreement, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreement, Buyer may deduct such amounts from payments to Seller made pursuant to Article Four. If Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer of the amount to be reimbursed. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S).

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, or the Power Product before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land rights or interests in the Site or the Generating Facility. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and after the Delivery Point. If Seller is required by Applicable Laws to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreement, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreement, Buyer may deduct such amounts from payments to Seller made pursuant to Article Four. If Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer of the amount to be reimbursed. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing Nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance Costs and GHG Charges in accordance with and subject to this Agreement (including Exhibit S).

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, or the Power Product before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land rights or interests in the Site or the Generating Facility. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and after the Delivery Point. If Seller is required by Applicable Laws to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreement, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreement, Buyer may deduct such amounts from payments to Seller made pursuant to Article Four. If Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer of the amount to be reimbursed. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing Nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance Costs and GHG Charges in accordance with and subject to SRAC and this Agreement (including Exhibit S)Agreement.

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, or the Power Product before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land rights or interests in the Site or the Generating FacilityFacility (“Governmental Charges”). Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and after the Delivery Point. If Seller is required by Applicable Laws to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreement, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreement, Buyer may deduct such amounts from payments to Seller made pursuant to Article Four. If Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer of the amount to be reimbursed. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S).

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, or Metered Amounts (and any contract associated with the Power Product Metered Amounts) arising before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land, land rights or interests in the Site or land for the Generating Facility. Buyer SCE shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product Metered Amounts at and after from the Delivery Point. If Seller is required by Applicable Laws law or regulation to remit or pay Governmental Charges which are BuyerSCE’s responsibility under this Agreementhereunder, Buyer SCE shall promptly reimburse Seller for such Governmental Charges. If Buyer SCE is required by Applicable Law law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer SCE may deduct such amounts from payments monthly Product Payments to Seller made pursuant to Article Four. Exhibit E. If Buyer SCE elects not to deduct such amounts from Seller’s paymentsmonthly Product Payments, Seller shall promptly reimburse Buyer SCE for such amounts upon Notice from Buyer of the amount to be reimbursedSCE’s Payment Invoice request. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it that Party is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S)law.

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, or Metered Amounts (and any contract associated with the Power Product Metered Amounts) arising before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land, land rights or interests in the Site or land for the Generating Facility. Buyer SCE shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product Metered Amounts at and after from the Delivery Point. If Seller is required by Applicable Laws law or regulation to remit or pay Governmental Charges which are BuyerSCE’s responsibility under this Agreementhereunder, Buyer SCE shall promptly reimburse Seller for such Governmental Charges. If Buyer SCE is required by Applicable Law law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer SCE may deduct such amounts from payments monthly Product Payments to Seller made pursuant to Article Four. Exhibit E. If Buyer SCE elects not to deduct such amounts from Seller’s paymentsmonthly Product Payments, Seller shall promptly reimburse Buyer SCE for such amounts upon Notice from Buyer of the amount to be reimbursedSCE’s invoice request. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it that Party is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S)law.

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, or Metered Amounts (and any contract associated with the Power Product Metered Amounts) arising before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land, land rights rights, or interests in the Site or land for the Generating Facility. Buyer Anaheim shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product Metered Amounts at and after from the Delivery Point. If Seller is required by law or regulation to remit or pay Governmental Charges which are Anaheim’s responsibility hereunder, Anaheim shall promptly reimburse Seller for such Governmental Charges upon Seller's proof of payment thereof. If Anaheim is required by Applicable Laws to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreement, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer Anaheim may deduct or offset such amounts from payments Monthly Cash Settlement Amount to Seller made pursuant to Article Four. EXHIBIT E. If Buyer Anaheim elects not to deduct or offset such amounts from Seller’s paymentsMonthly Cash Settlement Amount, Seller shall promptly reimburse Buyer Anaheim for such amounts upon Notice from Buyer of the amount to be reimbursedAnaheim’s Payment Invoice request. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it that Party is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S)law.

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority governmental authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, Product or the Power Product before transaction under this Agreement arising prior to and at the Delivery Point, including including, but not limited to, ad valorem taxes and other taxes attributable to the Generating FacilityProject, the Site or land, land rights or interests in land for the Site or the Generating FacilityProject. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and after or the transaction under this Agreement from the Delivery Point. If In the event Seller is required by Applicable Laws Law or regulation to remit or pay Governmental Charges which are BuyerXxxxx’s responsibility under this Agreementhereunder, Buyer Xxxxx shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer may deduct such amounts from payments to Seller made pursuant with respect to Article Four. If payments under the Agreement; if Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer of the amount to be reimbursedrequest. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Lawsthe Law. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S).REPRESENTATIONS AND WARRANTIES; COVENANTS

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, Product or the Power Product before Transaction arising at the Delivery Point, including including, but not limited to, ad valorem taxes and other taxes attributable to the Generating FacilityProject, the Site or land, land rights or interests in land for the Site or the Generating FacilityProject. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and after or the Transaction from the Delivery Point. If In the event Seller is required by Applicable Laws Law or regulation to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreementhereunder, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer may deduct such amounts from payments to Seller made pursuant with respect to Article Four. If payments under the Agreement; if Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer of the amount to be reimbursedrequest. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Lawsthe Law. If Section 1.06(d) provides A Party that Buyer has assumed some is exempt at any time and for any reason from one or all more Governmental Charges bears the risk that such exemption shall be lost or the benefit of such exemption reduced; and thus, in the GHG Compliance Costs under this Agreementevent a Party’s exemption is lost or reduced, nothing stated in this Section 8.02 relieves Buyer of its obligation each Party’s responsibility with respect to pay Seller for Seller’s GHG Compliance such Governmental Charge shall be in accordance with and subject to the first four sentences of this Agreement (including Exhibit S).Section. MISCELLANEOUS

Governmental Charges. Seller shall pay or cause to be paid all taxes taxes, charges or fees imposed by any a Governmental Authority Authority, including ad valorem taxes and other taxes attributable to the Project, land, land rights or interests in land for the Project (collectively, “Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, Project or the Power Product before Product. For any period in which the Delivery Point, including ad valorem taxes and other taxes attributable Project is selling Energy to the Generating Facility, the Site or land rights or interests in the Site or the Generating Facility. Buyer SCE hereunder: (a) Seller shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at or before the Delivery Point; and (b) SCE shall pay or cause to be paid all Governmental Charges on or with respect to Product after the Delivery Point. If Seller is required by Applicable Laws to remit or pay Governmental Charges which are BuyerSCE’s responsibility under this Agreementhereunder, Buyer SCE shall promptly reimburse Seller for such Governmental Charges. If Buyer SCE is required by Applicable Law or regulation Laws to remit or pay Governmental Charges which are Seller’s responsibility hereunder, SCE may deduct the amount of any such Governmental Charge from any amounts due to Seller under this Agreement, Buyer may deduct such amounts from payments to Seller made pursuant to Article Four. If Buyer SCE elects not to deduct such amounts from Seller’s paymentsamounts due to Seller under this Agreement, Seller shall promptly reimburse Buyer SCE for such amounts upon Notice from Buyer of the amount to be reimbursedSCE’s request. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S).

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority governmental authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, Product or the Power Product before transaction under this Agreement arising prior to and at the Delivery Point, including including, but not limited to, ad valorem taxes and other taxes attributable to the Generating FacilityProject, the Site or land, land rights or interests in land for the Site or the Generating FacilityProject. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and after or the transaction under this Agreement from the Delivery Point. If In the event Seller is required by Applicable Laws Law or regulation to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreementhereunder, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer may deduct such amounts from payments to Seller made pursuant with respect to Article Four. If payments under the Agreement; if Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer of the amount to be reimbursedrequest. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Lawsthe Law. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S).REPRESENTATIONS AND WARRANTIES; COVENANTS

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, or Metered Amounts (and any contract associated with the Power Product Metered Amounts) arising before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land, land rights or interests in the Site or land for the Generating Facility. Buyer SCE shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product Metered Amounts at and after from the Delivery Point. If Seller is required by Applicable Laws law or regulation to remit or pay Governmental Charges which are BuyerSCE’s responsibility under this Agreementhereunder, Buyer SCE shall promptly reimburse Seller for such Governmental Charges. If Buyer SCE is required by Applicable Law law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer SCE may deduct such amounts from payments monthly Energy Payments to Seller made pursuant to Article Four. Exhibit E. If Buyer SCE elects not to deduct such amounts from Seller’s paymentsmonthly Energy Payments, Seller shall promptly reimburse Buyer SCE for such amounts upon Notice from Buyer of the amount to be reimbursedSCE’s Payment Invoice request. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it that Party is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S)law.

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, or the Power Product before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land rights or interests in the Site or the Generating Facility. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and after the Delivery Point. If Seller is required by Applicable Laws to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreement, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreement, Buyer may deduct such amounts from payments to Seller made pursuant to Article Four. If Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer of the amount to be reimbursed. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S).

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, Product or the Power Product before Transaction arising prior to and at the Delivery Point, including including, but not limited to, ad valorem taxes and other taxes attributable to the Generating FacilityProject, the Site or land, land rights or interests in land for the Site or the Generating FacilityProject. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and after or the Transaction from the Delivery Point. If In the event Seller is required by Applicable Laws Law or regulation to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreementhereunder, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer may deduct such amounts from payments to Seller made pursuant with respect to Article Four. If payments under the Agreement; if Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer of the amount to be reimbursedrequest. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Lawsthe Law. If Section 1.06(d) provides A Party that Buyer has assumed some is exempt at any time and for any reason from one or all more Governmental Charges bears the risk that such exemption shall be lost or the benefit of such exemption reduced; and thus, in the GHG Compliance Costs under this Agreementevent a Party’s exemption is lost or reduced, nothing stated in this Section 8.02 relieves Buyer of its obligation each Party’s responsibility with respect to pay Seller for Seller’s GHG Compliance such Governmental Charge shall be in accordance with and subject to the first four sentences of this Agreement (including Exhibit S)Section.

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, or the Power Product before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land rights or interests in the Site or the Generating Facility. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and after the Delivery Point. If Seller is required by Applicable Laws to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreement, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreement, Buyer may deduct such amounts from payments to Seller made pursuant to Article Four. If Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer of the amount to be reimbursed. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all Notwithstanding any of the GHG Compliance Costs under this Agreementforegoing, nothing stated in this Section 8.02 relieves Buyer obligations with respect to CAISO Charges are governed by the provisions of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S).J.

Governmental Charges. Seller shall pay or cause to be paid all taxes sales, use, gross receipts, occupation, production, severance, excise, ad valorem or other taxes, royalties, fees, licenses, or charges that are imposed by any Governmental Authority federal, Indian, state or local governmental authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer Delivered Amounts (and any contract associated with the Delivered Amount) arising prior to Seller, or the Power Product before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land rights or interests in the Site or at the Generating Facility. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at Delivered Amounts (and after any contract associated with the Delivered Amount) and the Scheduled Amount from the Delivery Point. If In the event Seller is required by Applicable Laws to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreement, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law law or regulation to remit or pay Governmental Charges which are determined to be Buyer’s responsibility hereunder, Buyer shall promptly reimburse Seller for such Governmental Charges plus accrued interest, if any. If Buyer is required by law or regulation to remit or pay Governmental Charges which are determined to be Seller’s responsibility under this Agreementhereunder, Buyer may deduct such amounts plus accrued interest, if any, from payments to Seller made pursuant to Article Four. If Buyer elects not to deduct such amounts from it’s payment to Seller’s payments, Seller shall promptly reimburse Buyer for such amounts plus accrued interest, if any, upon Notice from Buyer of the amount to be reimbursedwritten request. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Lawsthe law. If Section 1.06(d) provides that Buyer has assumed some Such election or all of failure by the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation respective Party to pay Seller for Selleror cause to be paid the other Party’s GHG Compliance in accordance with Governmental Charges upon prompt written Notice to the other Party that such Party’s Governmental Charges are due and subject to this Agreement (including Exhibit S)payable shall not constitute an Event of Default.

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, or the Power Product before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land rights or interests in the Site or the Generating Facility. Facility.‌ Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and after the Delivery Point. If Seller is required by Applicable Laws to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreement, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreement, Buyer may deduct such amounts from payments to Seller made pursuant to Article Four. If Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer of the amount to be reimbursed. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all Notwithstanding any of the GHG Compliance Costs under this Agreementforegoing, nothing stated in this Section 8.02 relieves Buyer obligations with respect to CAISO Charges are governed by the provisions of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S).J.

Governmental Charges. ‌ Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, or Metered Amounts (and any contract associated with the Power Product Metered Amounts) arising before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land, land rights rights, or interests in the Site or land for the Generating Facility. Buyer Anaheim shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product Metered Amounts at and after from the Delivery Point. If Seller is required by law or regulation to remit or pay Governmental Charges which are Anaheim’s responsibility hereunder, Anaheim shall promptly reimburse Seller for such Governmental Charges upon Seller's proof of payment thereof. If Anaheim is required by Applicable Laws to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreement, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer Anaheim may deduct or offset such amounts from payments Monthly Cash Settlement Amount to Seller made pursuant to Article Four. EXHIBIT E. If Buyer Anaheim elects not to deduct or offset such amounts from Seller’s paymentsMonthly Cash Settlement Amount, Seller shall promptly reimburse Buyer Anaheim for such amounts upon Notice from Buyer of the amount to be reimbursedAnaheim’s Payment Invoice request. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it that Party is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S)law.

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, or Metered Amounts (and any contract associated with the Power Product Metered Amounts) arising before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land, land rights rights, or interests in the Site or land for the Generating Facility. Buyer Anaheim shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product Metered Amounts at and after from the Delivery Point. If Seller is required by law or regulation to remit or pay Governmental Charges which are Anaheim’s responsibility hereunder, Anaheim shall promptly reimburse Seller for such Governmental Charges upon Seller’s proof of payment thereof. If Anaheim is required by Applicable Laws to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreement, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer Anaheim may deduct or offset such amounts from payments Monthly Cash Settlement Amount to Seller made pursuant to Article Four. EXHIBIT E. If Buyer Anaheim elects not to deduct or offset such amounts from Seller’s paymentsMonthly Cash Settlement Amount, Seller shall promptly reimburse Buyer Anaheim for such amounts upon Notice from Buyer of the amount to be reimbursedAnaheim’s Payment Invoice request. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it that Party is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S)law.

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer SCE to Seller, or the Power Product before prior to and at the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site Site, or land rights or interests in the Site or the Generating Facility. Buyer SCE shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and after from the Delivery Point. If Seller is required by Applicable Laws to remit or pay Governmental Charges which are BuyerSCE’s responsibility under this Agreementhereunder, Buyer SCE shall promptly reimburse Seller for such Governmental Charges. If Buyer SCE is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer SCE may deduct such amounts from payments to Seller made pursuant to Article ARTICLE Four. If Buyer SCE elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer SCE for such amounts upon Notice from Buyer SCE of the amount to be reimbursed. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S).

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, Product or the Power Transaction arising prior to the Delivery Point and on or with respect to the Non-Renewable Product before at and from the Delivery Point, including including, but not limited to, ad valorem taxes and other taxes attributable to the Generating FacilityProject, the Site or land, land rights or interests in land for the Site or the Generating FacilityProject. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product or the Transaction at and after from the Delivery Point and on or with respect to the Non-Renewable Product prior to the Delivery Point. If In the event Seller is required by Applicable Laws Law or regulation to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreementhereunder, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer may deduct such amounts from payments to Seller made pursuant with respect to Article Four. If payments under the Agreement; if Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer of the amount to be reimbursedrequest. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Lawsthe Law. If Section 1.06(d) provides A Party that Buyer has assumed some is exempt at any time and for any reason from one or all more Governmental Charges bears the risk that such exemption shall be lost or the benefit of such exemption reduced; and thus, in the GHG Compliance Costs under this Agreementevent a Party’s exemption is lost or reduced, nothing stated in this Section 8.02 relieves Buyer of its obligation each Party’s responsibility with respect to pay Seller for Seller’s GHG Compliance such Governmental Charge shall be in accordance with and subject to the first four sentences of this Agreement (including Exhibit S)Section.

Governmental Charges. Nine.1Cooperation. Each Party shall use reasonable efforts to implement the provisions of and to administer this Agreement in accordance with the intent of the Parties to minimize all taxes, so long as neither Party is materially adversely affected by such efforts. Nine.2Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority governmental authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, Product or the Power Product before transaction under this Agreement arising prior to and at the Delivery Point, including including, but not limited to, ad valorem taxes and other taxes attributable to the Generating FacilityProject, the Site or land, land rights or interests in land for the Site or the Generating FacilityProject. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and after or the transaction under this Agreement from the Delivery Point. If In the event Seller is required by Applicable Laws Law or regulation to remit or pay Governmental Charges which are BuyerXxxxx’s responsibility under this Agreementhereunder, Buyer Xxxxx shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer may deduct such amounts from payments to Seller made pursuant with respect to Article Four. If payments under the Agreement; if Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer of the amount to be reimbursedrequest. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S)Law.

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority governmental authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, Product or the Power Product before Transaction arising prior to and at the Delivery Point, including including, but not limited to, ad valorem taxes and other taxes attributable to the Generating FacilityProject, the Site or land, land rights or interests in land for the Site or the Generating FacilityProject. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and after or the Transaction from the Delivery Point. If In the event Seller is required by Applicable Laws law or regulation to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreementhereunder, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer may deduct such amounts from payments to Seller made pursuant with respect to Article Four. If payments under the Agreement; if Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer of the amount to be reimbursedrequest. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Lawsthe law. If Section 1.06(d) provides A Party that Buyer has assumed some is exempt at any time and for any reason from one or all more Governmental Charges bears the risk that such exemption shall be lost or the benefit of such exemption reduced; and thus, in the GHG Compliance Costs under this Agreementevent a Party’s exemption is lost or reduced, nothing stated in this Section 8.02 relieves Buyer of its obligation each Party’s responsibility with respect to pay Seller for Seller’s GHG Compliance such Governmental Charge shall be in accordance with and subject to the first four sentences of this Agreement (including Exhibit S).Section. ARTICLE TEN: MISCELLANEOUS

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Government Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer Project and the Products arising prior to Seller, or the Power Product before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land rights or interests in the Site or the Generating Facility. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product Products at and after from the Delivery PointPoint (other than ad valorem, franchise or income taxes which are related to the sale of Energy and are, therefore, the responsibility of the Seller). If In the event Seller is required by Applicable Laws Legal Requirements to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreementhereunder, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation Legal Requirements to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer may deduct the amount of any such amounts Governmental Charges from payments the sums due to Seller made pursuant to under Article Four. If Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer 7 of the amount to be reimbursedthis Agreement. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable LawsLegal Requirements. If Section 1.06(d) provides that Notwithstanding the foregoing, Buyer has assumed some or all shall not be required to pay any portion of the GHG Compliance Costs Governmental Charges arising from Seller’s failure to perform any obligation under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation . Nothing shall obligate or cause a Party to pay Seller or be liable to pay any Governmental Charges for which it is exempt under Legal Requirements. Notwithstanding the foregoing, Buyer shall not be required to pay any portion of Governmental Charges arising from Seller’s GHG Compliance in accordance with and subject failure to perform any obligation under this Agreement (including Exhibit S)Agreement.

Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Government Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer Project and the Products arising prior to Seller, or the Power Product before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land rights or interests in the Site or the Generating Facility. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product Products at and after from the Delivery PointPoint (other than ad valorem, franchise or income taxes which are related to the sale of Energy and are, therefore, the responsibility of the Seller). If In the event Seller is required by Applicable Laws Legal Requirements to remit or pay Governmental Charges which are BuyerXxxxx’s responsibility under this Agreementhereunder, Buyer Xxxxx shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation Legal Requirements to remit or pay Governmental Charges which are Seller’s responsibility under this Agreementhereunder, Buyer may deduct the amount of any such amounts Governmental Charges from payments the sums due to Seller made pursuant to under Article Four. If Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer 7 of the amount to be reimbursedthis Agreement. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable LawsLegal Requirements. If Section 1.06(d) provides that Notwithstanding the foregoing, Buyer has assumed some or all shall not be required to pay any portion of the GHG Compliance Costs Governmental Charges arising from Seller’s failure to perform any obligation under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation . Nothing shall obligate or cause a Party to pay Seller or be liable to pay any Governmental Charges for which it is exempt under Legal Requirements. Notwithstanding the foregoing, Buyer shall not be required to pay any portion of Governmental Charges arising from Seller’s GHG Compliance in accordance with and subject failure to perform any obligation under this Agreement (including Exhibit S)Agreement.

Governmental Charges. For any RA Period, Seller shall pay or cause to be paid all taxes taxes, charges or fees imposed by any a Governmental Authority Authority, including ad valorem taxes and other taxes attributable to the Project, land, land rights or interests in land for the Project (collectively, “Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, Project or the Power Product before Product. If SCE is required by Applicable Laws to remit or pay Governmental Charges which are Seller’s responsibility hereunder, SCE may deduct the Delivery Pointamount of any such Governmental Charge from any amounts due to Seller under this Agreement. For any Put Period, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land rights or interests in the Site or the Generating Facility. Buyer Seller shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and or before the Energy Delivery Point. SCE shall pay or cause to be paid all Governmental Charges on or with respect to Product after the Energy Delivery Point. If Seller is required by Applicable Laws to remit or pay Governmental Charges which are BuyerSCE’s responsibility under this Agreementhereunder, Buyer SCE shall promptly reimburse Seller for such Governmental Charges. If Buyer SCE is required by Applicable Law or regulation Laws to remit or pay Governmental Charges which are Seller’s responsibility hereunder, SCE may deduct the amount of any such Governmental Charge from any amounts due to Seller under this Agreement, Buyer may deduct such amounts from payments to Seller made pursuant to Article Four. If Buyer SCE elects not to deduct such amounts from Seller’s paymentsamounts due to Seller under this Agreement, Seller shall promptly reimburse Buyer SCE for such amounts upon Notice from Buyer of the amount to be reimbursedSCE’s request. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Laws. If Section 1.06(d) provides Compliance with Laws and Indemnification. Seller shall be responsible for obtaining and maintaining all Permits, and shall construct and operate the Project in compliance with all Applicable Laws and Permit Requirements for the Term, including any new or revised Permits or Applicable Laws that Buyer has assumed some become effective during the Term. Seller shall be solely responsible for any fines, penalties or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for other charges which result from Seller’s GHG Compliance failure to obtain or maintain such Permits and/or operate the Project in accordance with Applicable Laws and subject Permit Requirements. No such fines, penalties or charges shall be passed through to this Agreement SCE. Environmental Costs and Indemnification. Seller is solely responsible for all Environmental Costs, all taxes, charges or fees imposed on the Storage Unit(s) or Seller by a Governmental Authority for Greenhouse Gas emitted by and attributable to the Storage Unit(s) during the Term, Seller’s obligations listed under “Compliance Obligation” in the GHG Regulations, and all other costs associated with the implementation and regulation of Greenhouse Gas emissions (whether in accordance with the California Global Warming Solutions Act of 2006, Assembly Xxxx 32 (2006) and the regulations promulgated thereunder, including Exhibit S)the GHG Regulations, or any other federal, state or local legislation to offset or reduce any Greenhouse Gas emissions implemented and regulated by a Governmental Authority) with respect to the Storage Unit(s) and/or Seller. MISCELLANEOUS General.

Governmental Charges. |\()TF: The language in this section is pending subject to (il ICi resolution. ] Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Generating Facility, Monthly Contract Payments made by Buyer to Seller, or the Power Product before the Delivery Point, including ad valorem taxes and other taxes attributable to the Generating Facility, the Site or land rights or interests in the Site or the Generating Facility. Facility Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Power Product at and after the Delivery Point. If Seller is required by Applicable Laws to remit or pay Governmental Charges which are Buyer’s responsibility under this Agreement, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by Applicable Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility under this Agreement, Buyer may deduct such amounts from payments to Seller made pursuant to Article Four. If Buyer elects not to deduct such amounts from Seller’s payments, Seller shall promptly reimburse Buyer for such amounts upon Notice from Buyer of the amount to be reimbursed. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Laws. If Section 1.06(d) provides that Buyer has assumed some or all of the GHG Compliance Costs under this Agreement, nothing stated in this Section 8.02 relieves Buyer of its obligation to pay Seller for Seller’s GHG Compliance in accordance with and subject to this Agreement (including Exhibit S).