Required Payment. Any amounts due pursuant to this Article 6, shall be paid by the owing Party in the amounts and when required by this Agreement, notwithstanding any event, act, omission, failure, condition, change, excuse, suspension of a Party’s performance under Section 12.1 or Section 12.2 (as the case may be) or contrary provision in this Agreement. The obligations contained in this Article 6 shall survive the termination or expiration of this Agreement. SELLER SECURITY Seller Security . On the Effective Date, as security for Seller’s payment and performance obligations under this Agreement, Seller shall deliver to Buyer, at Seller’s sole cost and expense, cash in escrow (which escrow account shall be different from the Escrow Account established pursuant to Section 3.3(vi)), but shall be governed by rules in the definition of Escrow Account) or Letter(s) of Credit in an amount equal to [[______________] (“Seller Security”).The obligations contained in this Article 7 shall survive the termination or expiration of this Agreement. Seller shall maintain the Seller Security in the foregoing amount until the date that is ninety-eight (98) Days after the later to occur of (a) the expiration or earlier termination of this Agreement, or (b) payment of all obligations due from Seller to Buyer, For purposes of this Agreement, Seller Security shall be deemed to include Initial Seller Security held by Buyer at any time. [PROPOSER TO INSERT NUMBER EQUAL TO THE NUMBER OF MW OF NET DESIGN CAPACITY OF THE PROJECT MULTIPLIED BY ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000 FOR THE SELLER SECURITY IN SECTION 7.1 Seller Security Replacement.
Appears in 1 contract
Sources: Energy Services Agreement
Required Payment. Any amounts due pursuant to this Article 6, shall be paid by the owing Party in the amounts and when required by this Agreement, notwithstanding any event, act, omission, failure, condition, change, excuse, suspension of a Party’s performance under Section 12.1 or Section 12.2 (as the case may be) or contrary provision in this Agreement. The obligations contained in this Article 6 shall survive the termination or expiration of this Agreement. SELLER SECURITY Seller Security . On the Effective Date, as security for Seller’s payment and performance obligations under this Agreement, Seller shall deliver to Buyer, at Seller’s sole cost and expense, cash in escrow (which escrow account shall be different from the Escrow Account established pursuant to Section 3.3(vi)), but which shall be governed by rules in the definition of Escrow Account) ), or Letter(s) of Credit in an amount equal to [[______________] (“Seller Security”).The Security”). The obligations contained in this Article 7 shall survive the termination or expiration of this Agreement. Seller shall maintain the Seller Security in the foregoing amount until the date that is ninety-eight (98) Days after the later to occur of (a) the expiration or earlier termination of this Agreement, or (b) payment of all obligations due from Seller to Buyer, For purposes of this Agreement, Seller Security shall be deemed to include Initial Seller Security held by Buyer at any time. [PROPOSER TO INSERT NUMBER EQUAL TO THE NUMBER OF MW OF NET DESIGN CAPACITY OF THE PROJECT MULTIPLIED BY ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000 FOR THE SELLER SECURITY IN EACH OF SECTION 7.1 7.1]. Seller Security ReplacementReplacement . Each Letter of Credit provided by Seller shall be issued by an issuer meeting the requirements contained in the definition “Letter of Credit”, and if at any time such issuer of a Letter of Credit fails to meet such Credit Rating or net worth requirements or becomes Bankrupt, Seller shall promptly replace such Letter of Credit within five (5) Days of such event. Notwithstanding the foregoing, if no Seller Event of Default has occurred that is continuing, and no Seller Event of Default will occur upon the giving of notice, the passage of time or both, Seller shall have the right to replace any Letter of Credit with a substitute form of security; provided, that any such replacement meets the terms and conditions of Seller Security under this Agreement; and provided further that there is no lapse in Seller Security. If the applicable substitute Seller Security is replacing a Letter of Credit, then Buyer shall promptly mark such Letter of Credit as “cancelled” and return the original of same to Seller and shall take such other actions as reasonably may be requested by the issuer of such Letter of Credit to evidence the cancellation thereof. Draw on Seller Security . Any amounts owed by Seller to Buyer under this Agreement (other than disputed amounts) and not satisfied within thirty (30) Days of becoming due and owing may be satisfied by Buyer through a draw on Seller Security. Buyer may also draw on Seller Security as provided in Section 7.4 or Section 7.5. Prior to termination, Buyer shall have the right to draw upon Seller Security for any undisputed amounts owed to Buyer under this Agreement.
Appears in 1 contract
Sources: Power Purchase Agreement