Common use of Taxes, Fees and Levies Clause in Contracts

Taxes, Fees and Levies. Seller shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with the Facility or delivery or sale of the Products (“Seller’s Taxes”). Buyer shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with such Products after Delivery of such Products to Buyer or imposed on or associated with the purchase of such Products (other than ad valorem, franchise or income taxes which are related to the sale of the Products and are, therefore, the responsibility of Seller) (“Buyer’s Taxes”). In the event Seller shall be required by law or regulation to remit or pay any Buyer’s Taxes, Buyer shall reimburse Seller for such payment. In the event Buyer shall be required by law or regulation to remit or pay any Seller’s Taxes, Seller shall reimburse Buyer for such payment, and Buyer may deduct any of the amount of any such Seller’s Taxes from the amount due to Seller under Section 5.2. Buyer shall have the right to all credits, deductions and other benefits associated with taxes paid by Buyer or reimbursed to Seller by Buyer as described herein. Nothing shall obligate or cause a Party to pay or be liable to pay any taxes, fees and levies for which it is exempt under law. Seller shall bear all risks, financial and otherwise, throughout the Term, associated with Seller’s or the Facility’s eligibility to receive any federal or state tax credits, to qualify for accelerated depreciation for Seller’s accounting, reporting or tax purposes, or to receive any other grant or subsidy from a Governmental Entity or other Person. The obligation of the Parties hereunder, including those obligations set forth herein regarding the purchase and Price for and Seller’s obligation to deliver the Products, shall be effective regardless of whether the production and/or sale of the Products from the Facility is eligible for, or receives, any federal or state tax credits, grants or other subsidies or any particular accounting, reporting or tax treatment during the Term. SECURITY FOR PERFORMANCE Seller’s Support. Seller shall be required to post Credit Support in the amount of $25 per kwh of Contract Maximum Amount to secure Seller’s obligations in the period between the Effective Date and the Commercial Operation Date (“Development Period Security”). Fifty percent (50%) of the Development Period Security having been provided to Buyer prior to the Effective Date,, the remaining fifty percent (50%) of the Development Period Security shall be provided to Buyer within fifteen (15) Business Days after receipt of the Regulatory Approval. If at any time prior to the Commercial Operation Date, the amount of Development Period Security is reduced as a result of Buyer’s draw upon such Development Period Security to less than the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval, Seller shall replenish such Development Period Security to the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval within five (5) days of that draw. Buyer shall return any undrawn amount of the Development Period Security to Seller within thirty (30) days after the later of (x) Buyer’s receipt of an undisputed notice from Seller that the Commercial Operation Date has occurred or (y) Buyer’s receipt of the full amount of the Operating Period Security. Beginning not later than ten (10) days following the Commercial Operation Date, Seller shall provide Buyer with Credit Support to secure Seller’s obligations under this Agreement after the Commercial Operation Date through and including the date that all of Seller’s obligations under this Agreement are satisfied (“Operating Period Security”). The Operating Period Security shall be in an amount equal to $25 per kwh of Contract Maximum Amount. At Seller’s request made on or prior to the Commercial Operation Date, Buyer will retain Seller’s undrawn Development Period Security and shall apply such undrawn Development Period Security (or such portion thereof as is needed hereunder) to satisfy Seller’s Operating Period Security obligation. If at any time on or after the Commercial Operation Date, the amount of Operating Period Security is reduced as a result of Buyer’s draw upon such Operating Period Security, Seller shall replenish such Operating Period Security to the total amount required under this Section 6.1(b) within five (5) Business Days of that draw.

Taxes, Fees and Levies. Seller shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with the Facility or delivery or sale of the Products (“Seller’s Taxes”). Buyer shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with such Products after Delivery of such Products to Buyer or imposed on or associated with the purchase of such Products (other than ad valorem, franchise or income taxes which are related to the sale of the Products and are, therefore, the responsibility of Seller) (“Buyer’s Taxes”). In the event Seller shall be required by law or regulation to remit or pay any Buyer’s Taxes, Buyer shall reimburse Seller for such payment. In the event Buyer shall be required by law or regulation to remit or pay any Seller’s Taxes, Seller shall reimburse Buyer for such payment, and Buyer may deduct any of the amount of any such Seller’s Taxes from the amount due to Seller under Section 5.2. Buyer shall have the right to all credits, deductions and other benefits associated with taxes paid by Buyer or reimbursed to Seller by Buyer as described herein. Nothing shall obligate or cause a Party to pay or be liable to pay any taxes, fees and levies for which it is exempt under law. Seller shall bear all risks, financial and otherwise, throughout the Term, associated with Seller’s or the Facility’s eligibility to receive any federal or state tax credits, to qualify for accelerated depreciation for Seller’s accounting, reporting or tax purposes, or to receive any other grant or subsidy from a Governmental Entity or other Person. The obligation of the Parties hereunder, including those obligations set forth herein regarding the purchase and Price for and Seller’s obligation to deliver the Products, shall be effective regardless of whether the production and/or sale of the Products from the Facility is eligible for, or receives, any federal or state tax credits, grants or other subsidies or any particular accounting, reporting or tax treatment during the Term. SECURITY FOR PERFORMANCE Seller’s Support. Seller shall be required to post Credit Support in the amount of $25 per kwh of Contract Maximum Amount to secure Seller’s obligations in the period between the Effective Date and the Commercial Operation Date (“Development Period Security”). Fifty percent (50%) of the Development Period Security having been provided to Buyer prior to the Effective Date,, the remaining fifty percent (50%) of the Development Period Security shall be provided to Buyer within fifteen (15) Business Days after receipt of the Regulatory Approval. If at any time prior to the Commercial Operation Date, the amount of Development Period Security is reduced as a result of Buyer’s draw upon such Development Period Security to less than the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval, Seller shall replenish such Development Period Security to the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval within five (5) days of that draw. Buyer shall return any undrawn amount of the Development Period Security to Seller within thirty (30) days after the later of (x) Buyer’s receipt of an undisputed notice from Seller that the Commercial Operation Date has occurred or (y) Buyer’s receipt of the full amount of the Operating Period Security. Beginning not later than ten (10) days following the Commercial Operation Date, Seller shall provide Buyer with Credit Support to secure Seller’s obligations under this Agreement after the Commercial Operation Date through and including the date that all of Seller’s obligations under this Agreement are satisfied (“Operating Period Security”). The Operating Period Security shall be in an amount equal to $25 per kwh of Contract Maximum Amount. At Seller’s request made on or prior to the Commercial Operation Date, Buyer will retain Seller’s undrawn Development Period Security and shall apply such undrawn Development Period Security (or such portion thereof as is needed hereunder) to satisfy Seller’s Operating Period Security obligation. If at any time on or after the Commercial Operation Date, the amount of Operating Period Security is reduced as a result of Buyer’s draw upon such Operating Period Security, Seller shall replenish such Operating Period Security to the total amount required under this Section 6.1(b) within five (5) Business Days of that draw.

Taxes, Fees and Levies. (a) Seller or its Affiliates shall be obligated to pay all present and future taxes, governmental tariffs, import fees and taxes, and any other fees and levies, imposed on or associated with the Facility FacilityHydro-Québec Power Resources or delivery or sale of the Products on or before the Delivery Point (“Seller’s Taxes”). Buyer shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with such Products after the Delivery of such Products to Buyer BuyerPoint or imposed on or associated with the purchase of such Products by Buyer (other than ad valorem, franchise or income taxes which are related to the sale of the Products and are, therefore, the responsibility of Seller) (“Buyer’s Taxes”). In the event that Seller shall be required by law or regulation to remit or pay any Buyer’s Taxes, at Seller’s election, Buyer shall reimburse Seller for such payment. or Seller may deduct the amount of any such Buyer’s Taxes from any amounts due to Buyer hereunder. In the event that Buyer shall be required by law or regulation to remit or pay any Seller’s Taxes, at Buyer’s election, Seller shall reimburse Buyer for such payment, and or Buyer may also elect to deduct any of the amount of any such Seller’s Taxes from the amount due to Seller under Section 5.25.2.5.2. Buyer shall have the right to all credits, deductions and other benefits associated with taxes paid by Buyer or reimbursed to Seller by Buyer as described herein. Nothing shall obligate or cause a Party to pay or be liable to pay any taxes, fees and levies for which it is exempt under law. Seller shall bear all risks, financial and otherwise, throughout the Term, associated with Seller’s or the Facility’s eligibility to receive any federal or state tax credits, to qualify for accelerated depreciation for Seller’s accounting, reporting or tax purposes, or to receive any other grant or subsidy from a Governmental Entity or other Person. The obligation of the Parties hereunder, including those obligations set forth herein regarding the purchase and Price for and Seller’s obligation to deliver the Products, shall be effective regardless of whether the production and/or sale of the Products from the Facility is eligible for, or receives, any federal or state tax credits, grants or other subsidies or any particular accounting, reporting or tax treatment during the Term. SECURITY FOR PERFORMANCE Seller’s Support. Seller shall be required to post Credit Support in the amount of $25 per kwh of Contract Maximum Amount to secure Seller’s obligations in the period between the Effective Date and the Commercial Operation Date (“Development Period Security”). Fifty percent (50%) of the Development Period Security having been provided to Buyer prior to the Effective Date,, the remaining fifty percent (50%) of the Development Period Security shall be provided to Buyer within fifteen (15) Business Days after receipt of the Regulatory Approval. If at any time prior to the Commercial Operation Date, the amount of Development Period Security is reduced as a result of Buyer’s draw upon such Development Period Security to less than the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval, Seller shall replenish such Development Period Security to the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval within five (5) days of that draw. Buyer shall return any undrawn amount of the Development Period Security to Seller within thirty (30) days after the later of (x) Buyer’s receipt of an undisputed notice from Seller that the Commercial Operation Date has occurred or (y) Buyer’s receipt of the full amount of the Operating Period Security. Beginning not later than ten (10) days following the Commercial Operation Date, Seller shall provide Buyer with Credit Support to secure Seller’s obligations under this Agreement after the Commercial Operation Date through and including the date that all of Seller’s obligations under this Agreement are satisfied (“Operating Period Security”). The Operating Period Security shall be in an amount equal to $25 per kwh of Contract Maximum Amount. At Seller’s request made on or prior to the Commercial Operation Date, Buyer will retain Seller’s undrawn Development Period Security and shall apply such undrawn Development Period Security (or such portion thereof as is needed hereunder) to satisfy Seller’s Operating Period Security obligation. If at any time on or after the Commercial Operation Date, the amount of Operating Period Security is reduced as a result of Buyer’s draw upon such Operating Period Security, Seller shall replenish such Operating Period Security to the total amount required under this Section 6.1(b) within five (5) Business Days of that draw.

Taxes, Fees and Levies. Seller shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with the Facility or delivery or sale of the Products (“Seller’s Taxes”). Buyer shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with such Products after Delivery of such Products to Buyer or imposed on or associated with the purchase of such Products by Buyer (other than ad valorem, franchise or income taxes which are related to the sale of the Products and are, therefore, the responsibility of Seller) (“Buyer’s Taxes”). In the event Seller shall be required by law or regulation to remit or pay any Buyer’s Taxes, Buyer shall reimburse Seller for such payment. In the event Buyer shall be required by law or regulation to remit or pay any Seller’s Taxes, Seller shall reimburse Buyer for such payment, and Buyer may also elect to deduct any of the amount of any such Seller’s Taxes from the amount due to Seller under Section 5.2. Buyer shall have the right to all credits, deductions and other benefits associated with taxes paid by Buyer or reimbursed to Seller by Buyer as described herein. Nothing shall obligate or cause a Party to pay or be liable to pay any taxes, fees and levies for which it is exempt under law. Seller shall bear all risks, financial and otherwise, throughout the Term, associated with Seller’s or the Facility’s eligibility to receive any federal or state tax credits, to qualify for accelerated depreciation for Seller’s accounting, reporting or tax purposes, or to receive any other favorable tax or accounting right or benefit, or any grant or subsidy from a Governmental Entity or other Person. The obligation of the Parties hereunder, including those obligations set forth herein regarding the purchase and Price for and Seller’s obligation to deliver the Products, obligations under this Agreement shall be effective regardless of whether the production and/or sale of the Products from the Facility is eligible forfor or receives, or receivesthe transactions contemplated under this Agreement are eligible for or receive, any federal or state tax credits, grants or other subsidies or any particular accounting, reporting or tax treatment during the Termtreatment. SECURITY FOR PERFORMANCE [GENERIC VERSION] Seller’s Support. Seller shall be required to post Credit Support in the amount of $25 [______] [$20,000.00 per kwh MWh per hour of the Contract Maximum Amount (“Fixed Credit Support”) to secure Seller’s obligations under this Agreement in the period between beginning on the Effective Date and continuing through and including the Commercial Operation Date (“Development Period Security”)date that all of Seller’s obligations under this Agreement are satisfied. Fifty percent (50%) of the Development Period Security having been Fixed Credit Support shall be provided to Buyer prior to on the Effective Date,, ; and the remaining fifty percent (50%) of the Development Period Security Fixed Credit Support shall be provided to Buyer within fifteen (15) Business Days after receipt of the Regulatory Approval. At any time following the receipt of the Regulatory Approval, if Buyer’s Exposure exceeds Seller’s Unsecured Credit Limit pursuant to Section 6.5, Seller shall provide additional Credit Support in an amount equal to the amount by which the Unsecured Credit Limit is exceeded, rounded up to the nearest two hundred fifty thousand dollars ($250,000.00). If at any time prior there shall occur a Downgrade Event in respect of Seller, Seller’s Unsecured Credit Limit shall automatically be zero. Seller shall then provide Credit Support in an amount equal to Buyer’s Exposure. If at any time during the Commercial Operation DateTerm of this Agreement, the amount of Development Period Security Credit Support is reduced as a result of Buyer’s draw upon such Development Period Security to less than the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory ApprovalCredit Support, Seller shall replenish such Development Period Security to the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval within five (5) days of that draw. Buyer shall return any undrawn amount of the Development Period Security to Seller within thirty (30) days after the later of (x) Buyer’s receipt of an undisputed notice from Seller that the Commercial Operation Date has occurred or (y) Buyer’s receipt of the full amount of the Operating Period Security. Beginning not later than ten (10) days following the Commercial Operation Date, Seller shall provide Buyer with Credit Support to secure Seller’s obligations under this Agreement after the Commercial Operation Date through and including the date that all of Seller’s obligations under this Agreement are satisfied (“Operating Period Security”). The Operating Period Security shall be in an amount equal to $25 per kwh of Contract Maximum Amount. At Seller’s request made on or prior to the Commercial Operation Date, Buyer will retain Seller’s undrawn Development Period Security and shall apply such undrawn Development Period Security (or such portion thereof as is needed hereunder) to satisfy Seller’s Operating Period Security obligation. If at any time on or after the Commercial Operation Date, the amount of Operating Period Security is reduced as a result of Buyer’s draw upon such Operating Period Security, Seller shall replenish such Operating Period Security Performance Assurance to the total amount required under this Section 6.1(b) 6.1 within five (5) Business Days of that draw. When the amount of Credit Support held by Buyer, pursuant to Section 6.1(b), is greater than the amount by which Buyer’s Exposure Exceeds Seller’s Unsecured Credit Limit, then upon request of Seller, with such request being made not more often than on a quarterly basis, Buyer shall return excess Credit Support, rounded down to the nearest $250,000 to Seller within five (5) Business Days of receipt of such request. In no event will Seller’s Credit Support be less than the Fixed Credit Support. If Seller fails to provide Credit Support in accordance with this Article 6 to Buyer within five (5) Business Days of receipt of notice, then an Event of Default under Section 9.2 shall be deemed to have occurred and Buyer will be entitled to the remedies set forth in Section 9.3 of this Agreement.

Taxes, Fees and Levies. Seller shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with the Facility or delivery or sale of the Products (“Seller’s Taxes”). Buyer shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with such Products after Delivery of such Products to Buyer or imposed on or associated with the purchase of such Products (other than ad valorem, franchise or income taxes which are related to the sale of the Products and are, therefore, the responsibility of Seller) (“Buyer’s Taxes”). In the event Seller shall be required by law or regulation to remit or pay any Buyer’s Taxes, Buyer shall reimburse Seller for such payment. In the event Buyer shall be required by law or regulation to remit or pay any Seller’s Taxes, Seller shall reimburse Buyer for such payment, and Buyer may deduct any of the amount of any such Seller’s Taxes from the amount due to Seller under Section 5.2. Buyer shall have the right to all credits, deductions and other benefits associated with taxes paid by Buyer Xxxxx or reimbursed to Seller by Buyer Xxxxx as described herein. Nothing shall obligate or cause a Party to pay or be liable to pay any taxes, fees and levies for which it is exempt under law. Seller shall bear all risks, financial and otherwise, throughout the Term, associated with Seller’s or the Facility’s eligibility to receive any federal or state tax credits, to qualify for accelerated depreciation for Seller’s accounting, reporting or tax purposes, or to receive any other grant or subsidy from a Governmental Entity or other Person. The obligation of the Parties hereunder, including those obligations set forth herein regarding the purchase and Price for and Seller’s obligation to deliver the Products, shall be effective regardless of whether the production and/or sale of the Products from the Facility is eligible for, or receives, any federal or state tax credits, grants or other subsidies or any particular accounting, reporting or tax treatment during the Term. SECURITY FOR PERFORMANCE Seller’s Support. Seller shall be required to post Credit Support in the amount of $25 per kwh of Contract Maximum Amount to secure Seller’s obligations in the period between the Effective Date and the Commercial Operation Date (“Development Period Security”). Fifty percent (50%) of the Development Period Security having been provided to Buyer prior to the Effective Date,, the remaining fifty percent (50%) of the Development Period Security shall be provided to Buyer within fifteen (15) Business Days after receipt of the Regulatory Approval. If at any time prior to the Commercial Operation Date, the amount of Development Period Security is reduced as a result of Buyer’s draw upon such Development Period Security to less than the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval, Seller shall replenish such Development Period Security to the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval within five (5) days of that draw. Buyer shall return any undrawn amount of the Development Period Security to Seller within thirty (30) days after the later of (x) Buyer’s receipt of an undisputed notice from Seller that the Commercial Operation Date has occurred or (y) Buyer’s receipt of the full amount of the Operating Period Security. Beginning not later than ten (10) days following the Commercial Operation Date, Seller shall provide Buyer with Credit Support to secure Seller’s obligations under this Agreement after the Commercial Operation Date through and including the date that all of Seller’s obligations under this Agreement are satisfied (“Operating Period Security”). The Operating Period Security shall be in an amount equal to $25 per kwh of Contract Maximum Amount. At Seller’s request made on or prior to the Commercial Operation Date, Buyer Xxxxx will retain Seller’s undrawn Development Period Security and shall apply such undrawn Development Period Security (or such portion thereof as is needed hereunder) to satisfy Seller’s Operating Period Security obligation. If at any time on or after the Commercial Operation Date, the amount of Operating Period Security is reduced as a result of Buyer’s draw upon such Operating Period Security, Seller shall replenish such Operating Period Security to the total amount required under this Section 6.1(b) within five (5) Business Days of that draw.

Taxes, Fees and Levies. Seller shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with the Facility or delivery or sale of the Products (“Seller’s Taxes”). Buyer shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with such Products after Delivery of such Products to Buyer or imposed on or associated with the purchase of such Products (other than ad valorem, franchise or income taxes which are related to the sale of the Products and are, therefore, the responsibility of Seller) (“Buyer’s Taxes”). In the event Seller shall be required by law or regulation to remit or pay any Buyer’s Taxes, Buyer shall reimburse Seller for such payment. In the event Buyer shall be required by law or regulation to remit or pay any Seller’s Taxes, Seller shall reimburse Buyer for such payment, and Buyer may deduct any of the amount of any such Seller’s Taxes from the amount due to Seller under Section 5.2. Buyer shall have the right to all credits, deductions and other benefits associated with taxes paid by Buyer or reimbursed to Seller by Buyer as described herein. Nothing shall obligate or cause a Party to pay or be liable to pay any taxes, fees and levies for which it is exempt under law. Seller shall bear all risks, financial and otherwise, throughout the Term, associated with Seller’s or the Facility’s eligibility to receive any federal or state tax credits, to credits or qualify for accelerated depreciation for Seller’s accounting, reporting or tax purposes, or to receive any other grant or subsidy from a Governmental Entity or other Person. The obligation of the Parties hereunder, including those obligations set forth herein regarding the purchase and Price for and Seller’s obligation to deliver the Products, shall be effective regardless of whether the production and/or sale of the Products from the Facility is eligible for, or receives, any federal or state tax credits, credits or grants or other subsidies or any particular accounting, reporting or tax treatment during the Term. SECURITY FOR PERFORMANCE Seller’s Support. Seller shall be required to post Credit Support in the amount of [$25 _________] [$10 per kwh of Contract Maximum Amount Amount] to secure Seller’s obligations in the period between the Effective Date and the Commercial Operation Date (“Development Period Security”). Fifty percent (50%) of the Development Period Security having been shall be provided to Buyer prior to on the Effective Date,, ; and the remaining fifty percent (50%) of the Development Period Security shall be provided to Buyer within fifteen (15) Business Days after receipt of the Regulatory Approval. If at any time prior to the Commercial Operation Date, the amount of Development Period Security is reduced as a result of Buyer’s draw upon such Development Period Security to less than the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval, Seller shall replenish such Development Period Security to the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval within five (5) days of that draw. Buyer shall return any undrawn amount of the Development Period Security to Seller within thirty (30) days after the later of (x) Buyer’s receipt of an undisputed notice from Seller that the Commercial Operation Date has occurred or (y) Buyer’s receipt of the full amount of the Operating Period Security. Beginning not later than ten (10) days following the Commercial Operation Date, Seller shall provide Buyer with Credit Support to secure Seller’s obligations under this Agreement after the Commercial Operation Date through and including the date that all of Seller’s obligations under this Agreement are satisfied (“Operating Period Security”). The Operating Period Security shall be in an amount equal to [$25 _________] [$10 per kwh of Contract Maximum Amount. At Seller’s request made on or prior to the Commercial Operation Date, Buyer will retain Seller’s undrawn Development Period Security and shall apply such undrawn Development Period Security (or such portion thereof as is needed hereunder) to satisfy Seller’s Operating Period Security obligation]. If at any time on or after the Commercial Operation Date, the amount of Operating Period Security is reduced as a result of Buyer’s draw upon such Operating Period Security, Seller shall replenish such Operating Period Security to the total amount required under this Section 6.1(b) within five (5) Business Days of that draw.

Taxes, Fees and Levies. Seller shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with the Facility or delivery Delivery or sale of the Products (“Seller’s Taxes”). Buyer shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with such Products after Delivery of such Products to Buyer Buyer, or imposed on or associated with the purchase of such Products by Buyer (other than ad valorem, franchise or income taxes which are related to the sale of the Products and are, therefore, the responsibility of Seller) (“Buyer’s Taxes”). In the event Seller shall be required by law or regulation to remit or pay any Buyer’s Taxes, Buyer shall reimburse Seller for such payment. In the event Buyer shall be required by law or regulation to remit or pay any Seller’s Taxes, Seller shall reimburse Buyer for such payment, and Buyer may also elect to deduct any of the amount of any such Seller’s Taxes from the amount due to Seller under Section 5.25.3. Buyer shall have the right to all credits, deductions and other benefits associated with taxes paid by Buyer Xxxxx or reimbursed to Seller by Buyer Xxxxx as described herein. Nothing shall obligate or cause a Party to pay or be liable to pay any taxes, fees and levies for which it is exempt under law. Seller shall bear all risks, financial and otherwise, throughout the Term, associated with Seller’s or the Facility’s eligibility to receive any federal or state tax credits, to qualify for accelerated depreciation for Seller’s accounting, reporting or tax purposes, or to receive any other favorable tax or accounting right or benefit, or any grant or subsidy from a Governmental Entity or other Person. The obligation of the Parties hereunder, including those obligations set forth herein regarding the purchase and Price for and Seller’s obligation to deliver the Products, obligations under this Agreement shall be effective regardless of whether the production and/or sale of the Products from the Facility is eligible forfor or receives, or the transactions contemplated under this Agreement are eligible for or receives, any federal or state tax credits, grants or other subsidies or any particular accounting, reporting or tax treatment during the Term. SECURITY FOR PERFORMANCE Seller’s Support. Seller shall be required to post Credit Support in the amount of $25 per kwh of Contract Maximum Amount to secure Seller’s obligations in the period between the Effective Date and the Commercial Operation Date (“Development Period Security”). Fifty percent (50%) of the Development Period Security having been provided to Buyer prior to the Effective Date,, the remaining fifty percent (50%) of the Development Period Security shall be provided to Buyer within fifteen (15) Business Days after receipt of the Regulatory Approval. If at any time prior to the Commercial Operation Date, the amount of Development Period Security is reduced as a result of Buyer’s draw upon such Development Period Security to less than the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval, Seller shall replenish such Development Period Security to the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval within five (5) days of that draw. Buyer shall return any undrawn amount of the Development Period Security to Seller within thirty (30) days after the later of (x) Buyer’s receipt of an undisputed notice from Seller that the Commercial Operation Date has occurred or (y) Buyer’s receipt of the full amount of the Operating Period Security. Beginning not later than ten (10) days following the Commercial Operation Date, Seller shall provide Buyer with Credit Support to secure Seller’s obligations under this Agreement after the Commercial Operation Date through and including the date that all of Seller’s obligations under this Agreement are satisfied (“Operating Period Security”). The Operating Period Security shall be in an amount equal to $25 per kwh of Contract Maximum Amount. At Seller’s request made on or prior to the Commercial Operation Date, Buyer will retain Seller’s undrawn Development Period Security and shall apply such undrawn Development Period Security (or such portion thereof as is needed hereunder) to satisfy Seller’s Operating Period Security obligation. If at any time on or after the Commercial Operation Date, the amount of Operating Period Security is reduced as a result of Buyer’s draw upon such Operating Period Security, Seller shall replenish such Operating Period Security to the total amount required under this Section 6.1(b) within five (5) Business Days of that drawtreatment.

Taxes, Fees and Levies. Seller shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with the Facility or delivery or sale of the Products (“Seller’s Taxes”). Buyer shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with such Products after Delivery of such Products to Buyer Buyer, or imposed on or associated with the purchase of such Products by Buyer (other than ad valorem, franchise or income taxes which are related to the sale of the Products and are, therefore, the responsibility of Seller) (“Buyer’s Taxes”). In the event Seller shall be required by law or regulation to remit or pay any Buyer’s Taxes, Buyer shall reimburse Seller for such payment. In the event Buyer shall be required by law or regulation to remit or pay any Seller’s Taxes, Seller shall reimburse Buyer for such payment, and Buyer may also elect to deduct any of the amount of any such Seller’s Taxes from the amount due to Seller under Section 5.2. Buyer shall have the right to all credits, deductions and other benefits associated with taxes paid by Buyer or reimbursed to Seller by Buyer as described herein. Nothing shall obligate or cause a Party to pay or be liable to pay any taxes, fees and levies for which it is exempt under law. Seller shall bear all risks, financial and otherwise, throughout the Term, associated with Seller’s or the Facility’s eligibility to receive any federal or state tax credits, to qualify for accelerated depreciation for Seller’s accounting, reporting or tax purposes, or to receive any other favorable tax or accounting right or benefit, or any grant or subsidy from a Governmental Entity or other Person. The obligation of the Parties hereunder, including those obligations set forth herein regarding the purchase and Price for and Seller’s obligation to deliver the Products, obligations under this Agreement shall be effective regardless of whether the production and/or sale of the Products from the Facility is eligible forfor or receives, or the transactions contemplated under this Agreement are eligible for or receives, any federal or state tax credits, grants or other subsidies or any particular accounting, reporting or tax treatment during the Termtreatment. SECURITY FOR PERFORMANCE [GENERIC VERSION] Seller’s Support. Seller shall be required to post Credit Support in the amount of $25 20,000.00 per kwh MWh per hour of Contract Maximum Amount to secure Seller’s obligations in the period between the Effective Date and the Commercial Operation Date (“Development Period Security”). Fifty percent (50%) of the Development Period Security having been shall be provided to Buyer prior to on the Effective Date,, ; and the remaining fifty percent (50%) of the Development Period Security shall be provided to Buyer within fifteen (15) Business Days after receipt of the Regulatory Approval. If at any time prior to the Commercial Operation Date, the amount of Development Period Security is reduced as a result of Buyer’s draw upon such Development Period Security to less than the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval, within five (5) Business Days of that draw Seller shall replenish such Development Period Security to the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval within five (5) days of that drawApproval. Buyer shall return any undrawn amount of the Development Period Security to Seller within thirty (30) days after the later of (x) Buyer’s receipt of an undisputed notice from Seller that the Commercial Operation Date has occurred or (y) Buyer’s receipt of the full amount of the Operating Period SecuritySecurity (except to the extent that Development Period Security is converted into Operating Period Security as provided in Section 6.1(b)). Beginning not later than ten (10) days following the Commercial Operation Date, Seller shall provide Buyer with Credit Support to secure Seller’s obligations under this Agreement after the Commercial Operation Date through and including the date that all of Seller’s obligations under this Agreement are satisfied (“Operating Period Security”). The Operating Period Security shall be in an amount equal to $25 20,000.00 per kwh MWh per hour of Contract Maximum Amount. At Seller’s request made on or prior to the Commercial Operation Date, Buyer will retain Seller’s undrawn Development Period Security and shall apply such undrawn Development Period Security (or such portion thereof as is needed hereunder) to satisfy Seller’s Operating Period Security obligationadjusted in accordance with Section 3.3(b). If at any time on or after the Commercial Operation Date, the amount of Operating Period Security is reduced as a result of Buyer’s draw upon such Operating Period Security, within five (5) Business Days of that draw Seller shall replenish such Operating Period Security to the total amount required under this Section 6.1(b) within five (5) Business Days of that draw).

Taxes, Fees and Levies. Seller shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with the Facility or delivery or sale of the Products (“Seller’s Taxes”). Buyer shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with such Products after Delivery of such Products to Buyer Buyer, or imposed on or associated with the purchase of such Products by Buyer (other than ad valorem, franchise or income taxes which are related to the sale of the Products and are, therefore, the responsibility of Seller) (“Buyer’s Taxes”). In the event Seller shall be required by law or regulation to remit or pay any Buyer’s Taxes, Buyer shall reimburse Seller for such payment. In the event Buyer shall be required by law or regulation to remit or pay any Seller’s Taxes, Seller shall reimburse Buyer for such payment, and Buyer may also elect to deduct any of the amount of any such Seller’s Taxes from the amount due to Seller under Section 5.2. Buyer shall have the right to all credits, deductions and other benefits associated with taxes paid by Buyer Xxxxx or reimbursed to Seller by Buyer Xxxxx as described herein. Nothing shall obligate or cause a Party to pay or be liable to pay any taxes, fees and levies for which it is exempt under law. Seller shall bear all risks, financial and otherwise, throughout the Term, associated with Seller’s or the Facility’s eligibility to receive any federal or state tax credits, to qualify for accelerated depreciation for Seller’s accounting, reporting or tax purposes, or to receive any other favorable tax or accounting right or benefit, or any grant or subsidy from a Governmental Entity or other Person. The obligation of the Parties hereunder, including those obligations set forth herein regarding the purchase and Price for and Seller’s obligation to deliver the Products, obligations under this Agreement shall be effective regardless of whether the production and/or sale of the Products from the Facility is eligible forfor or receives, or the transactions contemplated under this Agreement are eligible for or receives, any federal or state tax credits, grants or other subsidies or any particular accounting, reporting or tax treatment during the Term. SECURITY FOR PERFORMANCE Seller’s Support. Seller shall be required to post Credit Support in the amount of $25 per kwh of Contract Maximum Amount to secure Seller’s obligations in the period between the Effective Date and the Commercial Operation Date (“Development Period Security”). Fifty percent (50%) of the Development Period Security having been provided to Buyer prior to the Effective Date,, the remaining fifty percent (50%) of the Development Period Security shall be provided to Buyer within fifteen (15) Business Days after receipt of the Regulatory Approval. If at any time prior to the Commercial Operation Date, the amount of Development Period Security is reduced as a result of Buyer’s draw upon such Development Period Security to less than the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval, Seller shall replenish such Development Period Security to the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval within five (5) days of that draw. Buyer shall return any undrawn amount of the Development Period Security to Seller within thirty (30) days after the later of (x) Buyer’s receipt of an undisputed notice from Seller that the Commercial Operation Date has occurred or (y) Buyer’s receipt of the full amount of the Operating Period Security. Beginning not later than ten (10) days following the Commercial Operation Date, Seller shall provide Buyer with Credit Support to secure Seller’s obligations under this Agreement after the Commercial Operation Date through and including the date that all of Seller’s obligations under this Agreement are satisfied (“Operating Period Security”). The Operating Period Security shall be in an amount equal to $25 per kwh of Contract Maximum Amount. At Seller’s request made on or prior to the Commercial Operation Date, Buyer will retain Seller’s undrawn Development Period Security and shall apply such undrawn Development Period Security (or such portion thereof as is needed hereunder) to satisfy Seller’s Operating Period Security obligation. If at any time on or after the Commercial Operation Date, the amount of Operating Period Security is reduced as a result of Buyer’s draw upon such Operating Period Security, Seller shall replenish such Operating Period Security to the total amount required under this Section 6.1(b) within five (5) Business Days of that drawtreatment.

Taxes, Fees and Levies. Seller shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with the Facility or delivery Delivery or sale of the Products (“Seller’s Taxes”). Buyer shall be obligated to pay all present and future taxes, governmental fees and levies, imposed on or associated with such Products after Delivery of such Products to Buyer Buyer, or imposed on or associated with the purchase of such Products by Buyer (other than ad valorem, franchise or income taxes which are related to the sale of the Products and are, therefore, the responsibility of Seller) (“Buyer’s Taxes”). In the event Seller shall be required by law or regulation to remit or pay any Buyer’s Taxes, Buyer shall reimburse Seller for such payment. In the event Buyer shall be required by law or regulation to remit or pay any Seller’s Taxes, Seller shall reimburse Buyer for such payment, and Buyer may also elect to deduct any of the amount of any such Seller’s Taxes from the amount due to Seller under Section 5.25.3. Buyer shall have the right to all credits, deductions and other benefits associated with taxes paid by Buyer or reimbursed to Seller by Buyer as described herein. Nothing shall obligate or cause a Party to pay or be liable to pay any taxes, fees and levies for which it is exempt under law. Seller shall bear all risks, financial and otherwise, throughout the Term, associated with Seller’s or the Facility’s eligibility to receive any federal or state tax credits, to qualify for accelerated depreciation for Seller’s accounting, reporting or tax purposes, or to receive any other favorable tax or accounting right or benefit, or any grant or subsidy from a Governmental Entity or other Person. The obligation of the Parties hereunder, including those obligations set forth herein regarding the purchase and Price for and Seller’s obligation to deliver the Products, obligations under this Agreement shall be effective regardless of whether the production and/or sale of the Products from the Facility is eligible forfor or receives, or the transactions contemplated under this Agreement are eligible for or receives, any federal or state tax credits, grants or other subsidies or any particular accounting, reporting or tax treatment during the Term. SECURITY FOR PERFORMANCE Seller’s Support. Seller shall be required to post Credit Support in the amount of $25 per kwh of Contract Maximum Amount to secure Seller’s obligations in the period between the Effective Date and the Commercial Operation Date (“Development Period Security”). Fifty percent (50%) of the Development Period Security having been provided to Buyer prior to the Effective Date,, the remaining fifty percent (50%) of the Development Period Security shall be provided to Buyer within fifteen (15) Business Days after receipt of the Regulatory Approval. If at any time prior to the Commercial Operation Date, the amount of Development Period Security is reduced as a result of Buyer’s draw upon such Development Period Security to less than the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval, Seller shall replenish such Development Period Security to the amount of Development Period Security required to be provided by Seller through the period ending fifteen (15) days after receipt of the Regulatory Approval within five (5) days of that draw. Buyer shall return any undrawn amount of the Development Period Security to Seller within thirty (30) days after the later of (x) Buyer’s receipt of an undisputed notice from Seller that the Commercial Operation Date has occurred or (y) Buyer’s receipt of the full amount of the Operating Period Security. Beginning not later than ten (10) days following the Commercial Operation Date, Seller shall provide Buyer with Credit Support to secure Seller’s obligations under this Agreement after the Commercial Operation Date through and including the date that all of Seller’s obligations under this Agreement are satisfied (“Operating Period Security”). The Operating Period Security shall be in an amount equal to $25 per kwh of Contract Maximum Amount. At Seller’s request made on or prior to the Commercial Operation Date, Buyer will retain Seller’s undrawn Development Period Security and shall apply such undrawn Development Period Security (or such portion thereof as is needed hereunder) to satisfy Seller’s Operating Period Security obligation. If at any time on or after the Commercial Operation Date, the amount of Operating Period Security is reduced as a result of Buyer’s draw upon such Operating Period Security, Seller shall replenish such Operating Period Security to the total amount required under this Section 6.1(b) within five (5) Business Days of that drawtreatment.