Common use of Transaction Clause in Contracts

Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement. In no event shall Seller have the right (1) to procure any element of the Product from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable, or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable. Buyer shall have no obligation to receive or purchase Product from Seller prior to or after the Delivery Term, except during the Test Period. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product after its receipt at and from the Delivery Point. Seller shall comply with Buyer’s Supplier Diversity Program in accordance with Appendix XII. Each Party agrees to act in good faith in the performance of its obligations under this Agreement.

Appears in 5 contracts

Samples: Power Purchase Agreement, Power Purchase Agreement, Power Purchase Agreement

Transaction. Unless specifically excused by the terms of this Agreement Except as provided in Section 3.1(i), during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the As-Available Product of the Project at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement Price. In no event shall Seller have the right (1) to procure any element of the Product capacity or Energy from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Imbalance Energy delivered pursuant to Buyer in connection with Energy Deviations or Variations Section 4.5. Except as otherwise provided under a written agreement, as applicable, or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable. Buyer shall have no obligation to receive or purchase Product Energy, capacity, or other Products from Seller prior to before or after the Delivery Term, except during nor from any source other than the Test Period Project. During the Delivery Term, Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to and at the Delivery Point. During the Delivery Term, Buyer shall be responsible for any costs or charges imposed on or associated with the Product after or its receipt at and from the Delivery Point. The Parties intend that Seller will arrange and pay independently for any and all necessary costs under any interconnection agreement with PG&E. In accordance with Section 3.3, the Parties intend that Seller will arrange and pay independently for any and all necessary electrical interconnection, Scheduling, distribution and/or transmission (and any regulatory approvals required for the foregoing), sufficient to allow Seller to deliver power to the Delivery Point for sale pursuant to the terms of this Agreement. Seller shall comply with not make any alteration or modification to the Project that results in a change to the Net Rated Output Capacity of the Project without Buyer’s Supplier Diversity Program in accordance with Appendix XII. Each Party agrees to act in good faith in the performance of its obligations under this Agreement prior written consent.

Appears in 2 contracts

Samples: Master Power Purchase and Sale Agreement, Master Power Purchase and Sale Agreement

Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement hereof. In no event shall Seller have the right (1) to procure any element of the Product from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Imbalance Energy delivered pursuant to Buyer in connection with Energy Deviations or Variations, as applicable, or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable Section 4.6. Buyer shall have no obligation to receive or purchase Product from Seller prior to or after the Delivery Term , except during the Test Period . Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to and at the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product after its receipt at and from the Delivery Point. The Parties agree that Seller shall comply arrange and pay independently for any and all necessary costs under any interconnection agreement with Buyer’s Supplier Diversity Program in the Participating Transmission Owner. In accordance with Appendix XII Section 3.4, the Parties agree that Seller shall arrange and pay independently for any and all necessary electrical interconnection, Scheduling, distribution and/or transmission (and any regulatory approvals required for the foregoing), sufficient to allow Seller to deliver the Product to the Delivery Point for sale pursuant to the terms of this Agreement. Each Party agrees to act in good faith in the performance of its obligations under this Agreement.

Appears in 2 contracts

Samples: Power Purchase and Sale Agreement, Power Purchase and Sale Agreement

Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement hereof. In no event shall Seller have the right (1) to procure any element of the Product from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable, or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable Negative Imbalance Energy. Buyer shall have no obligation to receive or purchase Product from Seller prior to or after the Delivery Term , except during the Test Period . Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to and at the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product after its receipt at and from the Delivery Point. The Parties agree that Seller shall comply arrange and pay independently for any and all necessary costs under any interconnection agreement with Buyer’s Supplier Diversity Program in the Participating Transmission Owner. In accordance with Appendix XII Section 3.4, the Parties agree that Seller shall arrange and pay independently for any and all necessary electrical interconnection, Scheduling, distribution and/or transmission (and any regulatory approvals required for the foregoing), sufficient to allow Seller to deliver the Product to the Delivery Point for sale pursuant to the terms of this Agreement. Each Party agrees to act in good faith in the performance of its obligations under this Agreement.

Appears in 2 contracts

Samples: Power Purchase and Sale Agreement, Power Purchase and Sale Agreement

Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement. In no event shall Seller have the right ( 1 i) to procure any element of the Product from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable, or ( 2 ii) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable. Buyer shall have no obligation to receive or purchase Product from Seller prior to or after the Delivery Term, except during the Test Period. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product after its receipt at and from the Delivery Point. Seller shall comply with Buyer’s Supplier Diversity Program in accordance with Appendix XII XVIII. Each Party agrees to act in good faith in the performance of its obligations under this Agreement.

Appears in 2 contracts

Samples: Power Purchase Agreement, Power Purchase Agreement

Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs paragraph 3.1(b)(i ) and 3.1(b)(ii ) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement. In no event shall Seller have the right (1) to procure any element of the Product from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable Agreement, or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable party. Buyer shall have no obligation to receive or purchase Product from Seller prior to or after the Delivery Term, except during the Test Period. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product after its receipt at and from the Delivery Point. Seller shall comply with Buyer’s Supplier Diversity Program in accordance with Appendix XII. Each Party agrees to act in good faith in the performance of its obligations under this Agreement.

Appears in 2 contracts

Samples: Power Purchase Agreement, Power Purchase Agreement

Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement. In no event shall Seller have the right (1) to procure any element of the Product from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable, or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable. Buyer shall have no obligation to receive or purchase Product from Seller prior to or after the Delivery Term, except during the Test Period. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product after its receipt at and from the Delivery Point. Seller shall comply with Buyer’s Supplier Diversity Program in accordance with Appendix XII XIII. Each Party agrees to act in good faith in the performance of its obligations under this Agreement.

Appears in 2 contracts

Samples: www.pge.com, www.pge.com

Transaction. Unless specifically excused by the terms of this Agreement during During the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, all Product produced by or cause associated with the Facility that is delivered to be received, the Product at the Delivery Point , pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement . In no event shall Seller have the right (1) to procure any element of the Product from sources other than the Project Facility for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable, or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable Agreement. Buyer shall have no obligation to receive or purchase the Product from Seller prior to the Commercial Operation Date or after the end of the Delivery Term. Term of Agreement; Survival of Rights and Obligations. The term shall commence upon the Execution Date of this Agreement and shall remain in effect until the conclusion of the Delivery Term unless terminated sooner pursuant to Sections 10.4 or 11 of this Agreement (the “Term”).Notwithstanding anything to the contrary in this Agreement, all of the rights and obligations that this Agreement expressly provides survive termination as well as the rights and obligations that arise from Seller’s or Buyer’s covenants, agreements, representations, and warranties applicable to, or to be performed, at or during any time before or as a result of the termination of this Agreement. Delivery Term. Seller shall deliver the Product from the Facility to Buyer for a period of twenty (20) Contract Years for all generation technologies. The Delivery Term shall commence on the Commercial Operation Date and continue until the end of the last Contract Year unless the Agreement is terminated sooner pursuant to the terms of the Agreement. Contract Price. Throughout the Delivery Term, except and subject to and in accordance with the terms of this Agreement, Buyer shall pay the Contract Price to Seller for the Product based on the amount of Delivered Energy. The Contract Price shall be $ __________ per kWh of Delivered Energy with an additional $_________ per kWh for Delivered Energy during the Test Period first five (5) Contract Years. In any Contract Year, if the amount of Delivered Energy exceeds one hundred fifteen percent (115%) of the annual Contract Quantity amount, the Contract Price for such Delivered Energy in excess of one hundred fifteen percent (115%) shall be adjusted to be seventy-five percent (75%) of the applicable Contract Price.Seller shall curtail production of the Facility in accordance with the applicable Notice after receipt of: (a) Notice from Buyer that Buyer has been instructed by the CAISO or the Transmission/Distribution Owner or any other jurisdictional entity to curtail Energy deliveries; or (b) Notice that Seller has been given a curtailment order or similar instruction in order to respond to an Emergency; or (c) Notice of a Curtailment Order issued by Buyer. Buyer shall have no obligation to pay Seller for any Product delivered in violation of this Section 3.6.3 or for any Product that Seller would have been able to deliver but for the fact of a curtailment pursuant to this Section 3.6.3. Seller shall be responsible assume all liability and reimburse Buyer for any and all costs or and charges imposed on or associated with incurred by Buyer, including but not limited to CAISO penalties, as a result of Seller delivering Energy in violation of the Section 3.6.3.Buyer shall have the right, but not the obligation, to issue to Seller a Curtailment Order. Buyer shall pay Seller the Contract Price for the Product or its delivery Seller would have been able to deliver but for the fact that Buyer issued a Curtailment Order (“Paid Curtailed Product”) as calculated pursuant to Section 3.6.5. No later than fifteen (15) days after the end of a calendar month in which Buyer issued a Curtailment Order, Seller shall prepare and provide to Buyer a calculation of the amount of Product up the Facility would have been able to deliver under Sections 3.6.4 for the applicable month. Seller shall apply accepted industry standards in making such calculation and take into consideration past performance of the Facility, and other relevant information, including but not limited to, Facility availability, weather, water flow, and solar irradiance data for the period of time during the Buyer issued Curtailment Order. Upon Buyer’s request, Seller shall promptly provide to Buyer any additional and supporting documentation necessary for Buyer to audit and verify Seller’s calculation. If Seller was approved by Buyer as qualifying for the Local Business Incentive based on the circumstances at the time that Seller submitted the Feed-in Tariff Application, but at any time subsequent to the submission of the Feed-in Tariff Application, Seller no longer meets the requirements for the Local Business Incentive, then Seller shall provide Buyer with Notice within sixty (60) days of the date that Seller no longer meets the requirements for the Local Business Incentive. The Notice provided by Seller to Buyer shall state the date on which Seller no longer met the requirements for the Local Business Incentive. The applicable Contract Price specified in Section 3.6.1 shall be reduced by the amount of the Local Business Incentive as of the date on which Seller no longer met the requirements for the Local Business Incentive. If Seller has previously billed Buyer for Delivered Energy at a Contract Price that includes the Local Business Incentive but was generated after the date on which Seller no longer qualifies for the Local Business Incentive, then Seller shall reduce the next invoice by the amount equal to the Local Business Incentive multiplied by the number of hours of Delivered Energy that Seller billed Buyer for, but for which Seller did not qualify for the Local Business Incentive. Billing.The amount of Delivered Energy shall be determined by the meter specified in Section 6.2.1 or Check Meter, as applicable. Buyer has no obligation to purchase from Seller any Energy that is not or cannot be delivered to the Delivery Point , regardless of circumstance. Buyer shall will not be responsible obligated to pay Seller for any costs Product that Seller delivers in violation of Section 3.6.3, including any Product Seller delivers in excess of the amount specified in any Curtailment Order. For the purpose of calculating monthly payments under this Agreement, the amount recorded by the meter specified in Section 6.2.1 or charges imposed on Check Meter, as applicable, will be multiplied by the Contract Price noted in Section 3.6.1, as possibly adjusted under Section 3.6.2, less any Energy produced by the Facility for which Buyer is not obligated to pay Seller as set forth in Section 3.7.1. On or associated with before the Product after its receipt at last Business Day of the month immediately following each calendar month, Seller shall determine the amount of Delivered Energy received by Buyer pursuant to this Agreement for each monthly period and from issue an invoice showing the Delivery Point calculation of the payment. Seller shall comply also provide to Buyer: (a) records of metered data sufficient to document and verify the generation of Delivered Energy by the Facility during the preceding month; (b) access to any records; and (c) an invoice, in the format specified by Buyer. In the event an invoice or portion thereof or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with Buyer’s Supplier Diversity Program Notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in accordance with Appendix XII writing and shall state the basis for the dispute or adjustment. Each Party agrees Payment of the disputed amount shall not be required until the dispute is resolved. In the event adjustments to act payments are required as a result of inaccurate meter(s), Buyer in its reasonable discretion shall determine the correct amount of Delivered Energy received under this Agreement during any period of inaccuracy and recompute the amount due from Buyer to Seller for the Delivered Energy delivered during the period of inaccuracy. The Parties agree to use good faith in efforts to resolve the performance dispute or identify the adjustment as soon as possible. Upon resolution of its obligations under this Agreement the dispute or calculation of the adjustment, any required payment shall be made within thirty (30) days of such resolution.

Appears in 1 contract

Samples: Power Purchase Agreement

Transaction. Unless specifically excused by the terms of this Agreement during During the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, all Product produced by or cause associated with the Facility that is delivered to be received, the Product at the Delivery Point , pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement . In no event shall Seller have the right (1) to procure any element of the Product from sources other than the Project Facility for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable, or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable Agreement. Buyer shall have no obligation to receive or purchase the Product from Seller prior to the Commercial Operation Date or after the end of the Delivery Term. Term of Agreement; Survival of Rights and Obligations. The term shall commence upon the Execution Date of this Agreement and shall remain in effect until the conclusion of the Delivery Term unless terminated sooner pursuant to Sections 10.4 or 11 of this Agreement (the “Term”).Notwithstanding anything to the contrary in this Agreement, all of the rights and obligations that this Agreement expressly provides survive termination as well as the rights and obligations that arise from Seller’s or Buyer’s covenants, agreements, representations, and warranties applicable to, or to be performed, at or during any time before or as a result of the termination of this Agreement. Delivery Term. Seller shall deliver the Product from the Facility to Buyer for a period of twenty (20) Contract Years for all generation technologies. The Delivery Term shall commence on the Commercial Operation Date and continue until the end of the last Contract Year unless the Agreement is terminated sooner pursuant to the terms of the Agreement. Contract Price. Throughout the Delivery Term, except and subject to and in accordance with the terms of this Agreement, Buyer shall pay the Contract Price to Seller for the Product based on the amount of Delivered Energy. The Contract Price shall be $ __________ per kWh of Delivered Energy with an additional $_________ per kWh for Delivered Energy during the Test Period first five (5) Contract Years. In any Contract Year, if the amount of Delivered Energy exceeds one hundred fifteen percent (115%) of the annual Contract Quantity amount, the Contract Price for such Delivered Energy in excess of one hundred fifteen percent (115%) shall be adjusted to be seventy-five percent (75%) of the applicable Contract Price.Seller shall curtail production of the Facility in accordance with the applicable Notice after receipt of: (a) Notice from Buyer that Buyer has been instructed by the CAISO or the Transmission/Distribution Owner or any other jurisdictional entity to curtail Energy deliveries; or (b) Notice that Seller has been given a curtailment order or similar instruction in order to respond to an Emergency; or (c) Notice of a Curtailment Order issued by Buyer. Buyer shall have no obligation to pay Seller for any Product delivered in violation of this Section 3.6.3 or for any Product that Seller would have been able to deliver but for the fact of a curtailment pursuant to this Section 3.6.3. Seller shall be responsible assume all liability and reimburse Buyer for any and all costs or and charges imposed on or incurred by Buyer, including but not limited to CAISO penalties, as a result of Seller delivering Energy in violation of the Section 3.6.3.Buyer shall have the right, but not the obligation, to issue to Seller a Curtailment Order. Buyer shall pay Seller the Contract Price for the Product Seller would have been able to deliver but for the fact that Buyer issued a Curtailment Order (“Paid Curtailed Product”). Buyer shall estimate the amount of Product the Facility would have been able to deliver under Sections 3.6.4. Buyer shall apply accepted industry standards in making such an estimate and take into consideration past performance of the Facility, and other relevant information, for example, meteorological and solar irradiance data. Seller shall cooperate with Buyer’s requests for information associated with any estimate made hereunder. Buyer’s estimates under this Section 3.6.5 for the amount of Product that the Facility would have been able to deliver but for Buyer’s issuance of a Curtailment Order will be determined in Buyer’s reasonable discretion. Billing.The amount of Delivered Energy shall be determined by the meter specified in Section 6.2.1 or its delivery of the Product up Check Meter, as applicable. Buyer has no obligation to purchase from Seller any Energy that is not or cannot be delivered to the Delivery Point , regardless of circumstance. Buyer shall will not be responsible obligated to pay Seller for any costs Product that Seller delivers in violation of Section 3.6.3, including any Product Seller delivers in excess of the amount specified in any Curtailment Order. For the purpose of calculating monthly payments under this Agreement, the amount recorded by the meter specified in Section 6.2.1 or charges imposed on Check Meter, as applicable, will be multiplied by the Contract Price noted in Section 3.6.1, as possibly adjusted under Section 3.6.2, less any Energy produced by the Facility for which Buyer is not obligated to pay Seller as set forth in Section 3.7.1. On or associated with before the Product after its receipt at last Business Day of the month immediately following each calendar month, Seller shall determine the amount of Delivered Energy received by Buyer pursuant to this Agreement for each monthly period and from issue an invoice showing the Delivery Point calculation of the payment. Seller shall comply also provide to Buyer: (a) records of metered data sufficient to document and verify the generation of Delivered Energy by the Facility during the preceding month; (b) access to any records; and (c) an invoice, in the format specified by Buyer. In the event an invoice or portion thereof or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with Buyer’s Supplier Diversity Program Notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in accordance with Appendix XII writing and shall state the basis for the dispute or adjustment. Each Party agrees Payment of the disputed amount shall not be required until the dispute is resolved. In the event adjustments to act payments are required as a result of inaccurate meter(s), Buyer in its reasonable discretion shall determine the correct amount of Delivered Energy received under this Agreement during any period of inaccuracy and recompute the amount due from Buyer to Seller for the Delivered Energy delivered during the period of inaccuracy. The Parties agree to use good faith in efforts to resolve the performance dispute or identify the adjustment as soon as possible. Upon resolution of its obligations under this Agreement the dispute or calculation of the adjustment, any required payment shall be made within thirty (30) days of such resolution.

Appears in 1 contract

Samples: Power Purchase Agreement

Transaction. Unless specifically excused by the terms of this Agreement during During the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, all Product produced by or cause associated with the Facility that is delivered to be received, the Product at the Delivery Point , pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement . In no event shall Seller have the right (1) to procure any element of the Product from sources other than the Project Facility for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable, or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable Agreement. Buyer shall have no obligation to receive or purchase the Product from Seller prior to the Commercial Operation Date or after the end of the Delivery Term. Term of Agreement; Survival of Rights and Obligations. The term shall commence upon the Execution Date of this Agreement and shall remain in effect until the conclusion of the Delivery Term unless terminated sooner pursuant to Sections 10.4 or 11 of this Agreement (the “Term”).Notwithstanding anything to the contrary in this Agreement, all of the rights and obligations that this Agreement expressly provides survive termination as well as the rights and obligations that arise from Seller’s or Buyer’s covenants, agreements, representations, and warranties applicable to, or to be performed, at or during any time before or as a result of the termination of this Agreement. Delivery Term. Seller shall deliver the Product from the Facility to Buyer for a period of twenty (20) Contract Years for all generation technologies. The Delivery Term shall commence on the Commercial Operation Date and continue until the end of the last Contract Year unless the Agreement is terminated sooner pursuant to the terms of the Agreement. Contract Price. Throughout the Delivery Term, except and subject to and in accordance with the terms of this Agreement, Buyer shall pay the Contract Price to Seller for the Product based on the amount of Delivered Energy. The Contract Price shall be $[Price] per kWh of Delivered Energy with an additional $[Price] per kWh for Delivered Energy during the Test Period first five (5) Contract Years. In any Contract Year, if the amount of Delivered Energy exceeds one hundred fifteen percent (115%) of the annual Contract Quantity amount, the Contract Price for such Delivered Energy in excess of one hundred fifteen percent (115%) shall be adjusted to be seventy-five percent (75%) of the applicable Contract Price.Seller shall curtail production of the Facility in accordance with the applicable Notice after receipt of: (a) Notice from Buyer that Buyer has been instructed by the CAISO or the Transmission/Distribution Owner or any other jurisdictional entity to curtail Energy deliveries; or (b) Notice that Seller has been given a curtailment order or similar instruction in order to respond to an Emergency; or (c) Notice of a Curtailment Order issued by Buyer. Buyer shall have no obligation to pay Seller for any Product delivered in violation of this Section 3.6.3 or for any Product that Seller would have been able to deliver but for the fact of a curtailment pursuant to this Section 3.6.3. Seller shall be responsible assume all liability and reimburse Buyer for any and all costs or and charges imposed on or associated with incurred by Buyer, including but not limited to CAISO penalties, as a result of Seller delivering Energy in violation of the Section 3.6.3.Buyer shall have the right, but not the obligation, to issue to Seller a Curtailment Order. Buyer shall pay Seller the Contract Price for the Product or its delivery Seller would have been able to deliver but for the fact that Buyer issued a Curtailment Order (“Paid Curtailed Product”) as calculated pursuant to Section 3.6.5. No later than fifteen (15) days after the end of a calendar month in which Buyer issued a Curtailment Order, Seller shall prepare and provide to Buyer a calculation of the amount of Product up the Facility would have been able to deliver under Sections 3.6.4 for the applicable month. Seller shall apply accepted industry standards in making such calculation and take into consideration past performance of the Facility, and other relevant information, including but not limited to, Facility availability, weather, water flow, and solar irradiance data for the period of time during the Buyer issued Curtailment Order. Upon Buyer’s request, Seller shall promptly provide to Buyer any additional and supporting documentation necessary for Buyer to audit and verify Seller’s calculation. If Seller was approved by Buyer as qualifying for the Local Business Incentive based on the circumstances at the time that Seller submitted the Feed-in Tariff Application, but at any time subsequent to the submission of the Feed-in Tariff Application, Seller no longer meets the requirements for the Local Business Incentive, then Seller shall provide Buyer with Notice within sixty (60) days of the date that Seller no longer meets the requirements for the Local Business Incentive. The Notice provided by Seller to Buyer shall state the date on which Seller no longer met the requirements for the Local Business Incentive. The applicable Contract Price specified in Section 3.6.1 shall be reduced by the amount of the Local Business Incentive as of the date on which Seller no longer met the requirements for the Local Business Incentive. If Seller has previously billed Buyer for Delivered Energy at a Contract Price that includes the Local Business Incentive but was generated after the date on which Seller no longer qualifies for the Local Business Incentive, then Seller shall reduce the next invoice by the amount equal to the Local Business Incentive multiplied by the number of hours of Delivered Energy that Seller billed Buyer for, but for which Seller did not qualify for the Local Business Incentive. Billing.The amount of Delivered Energy shall be determined by the meter specified in Section 6.2.1 or Check Meter, as applicable. Buyer has no obligation to purchase from Seller any Energy that is not or cannot be delivered to the Delivery Point , regardless of circumstance. Buyer shall will not be responsible obligated to pay Seller for any costs Product that Seller delivers in violation of Section 3.6.3, including any Product Seller delivers in excess of the amount specified in any Curtailment Order. For the purpose of calculating monthly payments under this Agreement, the amount recorded by the meter specified in Section 6.2.1 or charges imposed on Check Meter, as applicable, will be multiplied by the Contract Price noted in Section 3.6.1, as possibly adjusted under Section 3.6.2, less any Energy produced by the Facility for which Buyer is not obligated to pay Seller as set forth in Section 3.7.1. On or associated with before the Product after its receipt at last Business Day of the month immediately following each calendar month, Seller shall determine the amount of Delivered Energy received by Buyer pursuant to this Agreement for each monthly period and from issue an invoice showing the Delivery Point calculation of the payment. Seller shall comply also provide to Buyer: (a) records of metered data sufficient to document and verify the generation of Delivered Energy by the Facility during the preceding month; (b) access to any records; and (c) an invoice, in the format specified by Buyer. In the event an invoice or portion thereof or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with Buyer’s Supplier Diversity Program Notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in accordance with Appendix XII writing and shall state the basis for the dispute or adjustment. Each Party agrees Payment of the disputed amount shall not be required until the dispute is resolved. In the event adjustments to act payments are required as a result of inaccurate meter(s), Buyer in its reasonable discretion shall determine the correct amount of Delivered Energy received under this Agreement during any period of inaccuracy and recompute the amount due from Buyer to Seller for the Delivered Energy delivered during the period of inaccuracy. The Parties agree to use good faith in efforts to resolve the performance dispute or identify the adjustment as soon as possible. Upon resolution of its obligations under this Agreement the dispute or calculation of the adjustment, any required payment shall be made within thirty (30) days of such resolution.

Appears in 1 contract

Samples: Power Purchase Agreement

Transaction. Unless specifically excused by the terms of this Agreement Except as provided in Section 3.1(j), during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product of the Project at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement Price. In no event shall Seller have the right (1) to procure any element of the Product capacity or Energy from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Imbalance Energy delivered pursuant to Buyer in connection with Energy Deviations or Variations Section 4.7. Except as otherwise provided under a written agreement, as applicable, or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable. Buyer shall have no obligation to receive or purchase Product Energy, capacity or other Products from Seller prior to before or after the Delivery Term, except during nor from any source other than the Test Period Project. During the Delivery Term, Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to and at the Delivery Point. During the Delivery Term, Buyer shall be responsible for any costs or charges imposed on or associated with the Product after its receipt at and from the Delivery Point. The Parties intend that Seller will arrange and pay independently for any and all necessary costs under any interconnection agreement with PG&E. In accordance with Section 3.5, the Parties intend that Seller will arrange and pay independently for any and all necessary electrical interconnection, Scheduling, distribution and/or transmission (and any regulatory approvals required for the foregoing), sufficient to allow Seller to deliver the Product to the Delivery Point for sale pursuant to the terms of this Agreement. Seller shall comply with not make any alteration or modification to the Project that results in a change to the Net Rated Output Capacity of the Project without Buyer’s Supplier Diversity Program in accordance with Appendix XII. Each Party agrees to act in good faith in the performance of its obligations under this Agreement prior written consent.

Appears in 1 contract

Samples: Master Power Purchase and Sale Agreement

Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, (i) Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product received at the Delivery Point, pursuant to Seller’s election the quantity of [Bundled Green Energy][Product] provided in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i Section [3.1(e)], and (ii) and 3.1(b)(ii) below. Buyer shall pay immediately thereafter sell and deliver, or cause to be delivered, and Seller shall purchase and receive, or cause to be received at the Delivery Point, the same quantity of [Energy], all at the Contract Price Prices provided herein. The Parties agree that so long as Seller sells and delivers [Bundled Green Energy][Product] to Buyer, the sale and delivery of Energy from Buyer to Seller immediately thereafter shall be automatic, continuous and unconditional. The net effect of the transaction is Buyer’s purchase from Seller of the quantity of the Green Attributes provided in accordance with the terms of this Agreement [Section 3.1(e)]. In no event shall Seller have the right (1) to procure any element of the Product [Bundled Green Energy][Product] from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable, or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable Agreement. Buyer shall have no obligation to receive or purchase Product the [Bundled Green Energy][Product] from Seller prior to or after the Delivery Term , except during the Test Period . Seller shall be responsible for any costs or charges imposed on or associated with the Product [Bundled Green Energy][Product] or its delivery of the Product [Bundled Green Energy][Product] up to and at the Delivery Point, and for any costs or charges imposed on or associated with the Energy after its receipt at the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product [Bundled Green Energy][Product] after its receipt at and from the Delivery Point Point and prior to the delivery of the Energy to Seller. The Parties agree that, throughout the Delivery Term, between Buyer and Seller, Seller shall comply be responsible for any costs under any interconnection agreement with Buyer’s Supplier Diversity Program in accordance with Appendix XII the Transmission Provider. The Parties agree that, between Buyer and Seller, Seller shall be responsible to arrange and pay independently for any and all necessary electrical interconnection, scheduling, distribution and/or transmission (and any regulatory approvals required for the foregoing), sufficient to allow Seller to deliver the [Bundled Green Energy][Product] to the Delivery Point for sale pursuant to the terms of this Agreement. Each Party agrees to act in good faith in the performance of its obligations under this Agreement . . Section 3.1(b)(I): Sellers of Short Term Offers may also insert as Section 3.1(b)(I) one of the following, as applicable and use the defined terms throughout the Agreement :

Appears in 1 contract

Samples: Agreement

Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement hereof. In no event shall Seller have the right (1) to procure any element of the Product from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable, or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable. Buyer shall have no obligation to receive or purchase Product from Seller prior to or after the Delivery Term, except during the Test Period Negative Imbalance Energy. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to and at the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product after its receipt at and from the Delivery Point. In accordance with Section 3.4, the Parties agree that Seller shall comply with Buyer’s Supplier Diversity Program in accordance with Appendix XII arrange and pay independently for any and all necessary electrical interconnection, Scheduling, distribution and/or transmission (and any regulatory approvals required for the foregoing), sufficient to allow Seller to deliver the Product to the Delivery Point for sale pursuant to the terms of this Agreement. Each Party agrees to act in good faith in the performance of its obligations under this Agreement.

Appears in 1 contract

Samples: Power Purchase and Sale Agreement

Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement. In no event shall Seller have the right ( 1 i) to procure any element of the Product from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable, or ( 2 ii) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable. Buyer shall have no obligation to receive or purchase Product from Seller prior to or after the Delivery Term, except during the Test Period. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product after its receipt at and from the Delivery Point. Seller shall comply with Buyer’s Supplier Diversity Program in accordance with Appendix XII XVII. Each Party agrees to act in good faith in the performance of its obligations under this Agreement . . Notwithstanding any other provision of this Agreement, Seller may elect (the “Third Party Sale Option”) to sell and deliver any Product to entities other than Buyer, or into organized markets, in a manner consistent with applicable Laws until a date that is no later than one (1) day prior to the Initial Energy Delivery Date, subject to and in accordance with the following provisions:

Appears in 1 contract

Samples: Power Purchase Agreement

Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement. In no event shall Seller have the right ( 1 i) to procure any element of the Product from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable, or ( 2 ii) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable. Buyer shall have no obligation to receive or purchase Product from Seller prior to or after the Delivery Term, except during the Test Period. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product after its receipt at and from the Delivery Point. Seller shall comply with Buyer’s Supplier Diversity Program in accordance with Appendix XII XVII. Each Party agrees to act in good faith in the performance of its obligations under this Agreement . . Notwithstanding any other provision of this Agreement, Seller may make a one-time election (the “Third Party Sale Option”) to sell and deliver any Product to entities other than Buyer, or into organized markets, in a manner consistent with applicable Laws until a date that is no later than one (1) day prior to the Initial Energy Delivery Date, subject to and in accordance with the following provisions:

Appears in 1 contract

Samples: Power Purchase Agreement

Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement. In no event shall Seller have the right (1) to procure any element of the Product from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable, or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable. Buyer shall have no obligation to receive or purchase Product from Seller prior to or after the Delivery Term, except during the Test Period. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product after its receipt at and from the Delivery Point. Seller shall comply with Buyer’s Supplier Diversity Program in accordance with Appendix XII. Each Party agrees to act in good faith in the performance of its obligations under this Agreement.

Appears in 1 contract

Samples: www.pge.com

Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement. In no event shall Seller have the right (1) to procure any element of the Product from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable, or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable. Buyer shall have no obligation to receive or purchase Product from Seller prior to or after the Delivery Term , except during the Test Period . Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product after its receipt at and from the Delivery Point. Seller shall comply with Buyer’s Supplier Diversity Program in accordance with Appendix XII. Each Party agrees to act in good faith in the performance of its obligations under this Agreement.

Appears in 1 contract

Samples: Power Purchase Agreement

Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement. In no event shall Seller have the right (1) to procure any element of the Product from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable Agreement, or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable party. Buyer shall have no obligation to receive or purchase Product from Seller prior to or after the Delivery Term, except during the Test Period. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product after its receipt at and from the Delivery Point. Seller shall comply with Buyer’s Supplier Diversity Program in accordance with Appendix XII. Each Party agrees to act in good faith in the performance of its obligations under this Agreement.

Appears in 1 contract

Samples: Power Purchase Agreement

Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below. Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement. In no event shall Seller have the right (1) to procure any element of the Product from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable , or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable . Buyer shall have no obligation to receive or purchase Product from Seller prior to or after the Delivery Term , except during the Test Period . Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product after its receipt at and from the Delivery Point. Seller shall comply with Buyer’s Supplier Diversity Program in accordance with Appendix XII. Each Party agrees to act in good faith in the performance of its obligations under this Agreement.

Appears in 1 contract

Samples: Power Purchase Agreement

Transaction. Unless specifically excused by the terms of this Agreement during the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Product at the Delivery Point , pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 3.1(b)(i) and 3.1(b)(ii) below . Buyer shall pay Seller the Contract Price in accordance with the terms of this Agreement. In no event Unless otherwise allowed under this Agreement, Seller shall Seller not have the right (1) to procure any element of the Product from sources other than the Project for sale or delivery to Buyer under this Agreement except with respect to Energy delivered to Buyer in connection with Energy Deviations or Variations, as applicable , or (2) sell Product from the Project to a third party other than in connection with Energy Deviations or Variations, as applicable . Buyer shall have no obligation to receive or purchase Product from Seller prior to or after the Delivery Term, except during the for Test Period Energy. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product after its receipt at and from the Delivery Point. Seller shall comply with Buyer’s Supplier Diversity Program in accordance with Appendix XII. Each Party agrees to act in good faith in the performance of its obligations under this Agreement.

Appears in 1 contract

Samples: Power Purchase Agreement