Common use of Replacement Coal Clause in Contracts

Replacement Coal. In the event that PURCHASER terminates this Agreement under Section 7.4(a), 7.4(c), 7.5(a), or 10.1, then PURCHASER may buy replacement coal and hold SELLER liable for the cost of replacement coal under the following circumstances and conditions: (a) PURCHASER shall first determine the remaining quantity of coal to be supplied under this Agreement (calculated according to the quantities set forth in Section 6.1, as reduced where appropriate under Section 6.3) as of the effective date of termination ("Remaining Quantity") and shall give SELLER written notice of the Remaining Quantity. PURCHASER may then buy, from time to time, replacement coal (of similar, but not exactly the same, quality) from one or more third parties in an amount up to (but not exceeding) the amount of the Remaining Quantity and arrange to have such replacement coal supplied at such times as PURCHASER deems appropriate prior to December 31, 2006. (b) SELLER shall be liable to PURCHASER for the difference between (i) the actual delivered cost incurred by PURCHASER (including, without limitation, the costs of transportation, SO2 emission allowances. NOx emission allowances, and taxes) to obtain such replacement coal and (ii) the delivered cost of SELLER's coal (including, without limitation, the costs of transportation, SO2 emission allowances, NOx emission allowances, and taxes) as of the effective date of termination. SELLER shall also be liable to PURCHASER for charges and costs related to such termination as provided in Section 7.6. (c) After PURCHASER has determined the amounts for which SELLER is liable under Section 7.7(b), PURCHASER shall promptly prepare and submit to SELLER an invoice for such amounts. SELLER shall pay the amounts reflected in such invoice within fourteen days after SELLER has received such invoice. If SELLER fails to pay such amounts within such fourteen-day period, PURCHASER may immediately set off such amounts against, and deduct such amounts from, one or more payments due from PURCHASER to SELLER or SALES AGENT under this Agreement. PURCHASER may retain all sums deducted from such payments pursuant to this Section 7.7(c) as satisfaction of the amounts owed by SELLER to PURCHASER under Section 7.7(b) and may recover any remaining amounts from SELLER as provided by law. (d) The provisions of Section 7.7 shall survive the termination or expiration of this Agreement.

Replacement Coal. In the event that PURCHASER Purchaser terminates this Agreement under Section 7.4(a)6.4, 7.4(c), 7.5(a)6.5, or 10.19.1, then PURCHASER Purchaser may buy replacement coal and hold SELLER Seller liable for the cost of replacement coal under the following circumstances and conditions: (a) PURCHASER Purchaser shall first determine the remaining quantity of coal to be supplied under this Agreement (calculated according to the quantities set forth in Section 6.1, as reduced where appropriate under Section 6.35.1) as of the effective date of termination ("Remaining Quantity") and shall give SELLER Seller written notice of the Remaining Quantity. PURCHASER Purchaser may then buy, from time to time, replacement coal (of similar, but not exactly the same, quality) from one or more third parties in an amount up to (but not exceeding) the amount of the Remaining Quantity and arrange to have such replacement coal supplied at such times as PURCHASER Purchaser deems appropriate prior to December 31, 20062010. (b) SELLER Seller shall be liable to PURCHASER Purchaser for the difference between (i) the actual delivered cost incurred by PURCHASER Purchaser (including, without limitation, the costs of transportation, SO2 emission allowances. , NOx emission allowances, and taxes) to obtain such replacement coal and (ii) the delivered cost of SELLERSeller's coal (including, without limitation, the costs of transportation, SO2 emission allowances, NOx emission allowances, and taxes) as of the effective date of termination. SELLER Seller shall also be liable to PURCHASER Purchaser for charges and costs related to such termination as provided in Section 7.66.6. (c) After PURCHASER Purchaser has determined the amounts for which SELLER Seller is liable under Section 7.7(b6.7(b), PURCHASER Purchaser shall promptly prepare and submit to SELLER Seller an invoice for such amounts. SELLER Seller shall pay the amounts reflected in such invoice within fourteen days after SELLER Seller has received such invoice. If SELLER Seller fails to pay such amounts within such fourteen-day period, PURCHASER Purchaser may immediately set off such amounts against, and deduct such amounts from, one or more payments due from PURCHASER Purchaser to SELLER Seller or SALES AGENT Sales Agent under this Agreement. PURCHASER Purchaser may retain all sums deducted from such payments pursuant to this Section 7.7(c6.7(c) as satisfaction of the amounts owed by SELLER Seller to PURCHASER Purchaser under Section 7.7(b6.7(b) and may recover any remaining amounts from SELLER Seller as provided by law. (d) The provisions of Section 7.7 shall survive the termination or expiration of this Agreement.