PPOA means the Power Purchase and Operating Agreement dated as of February 20, 1997, between Buyer and Electric Customer covering the supply of electrical capacity and energy to Electric Customer from the Facility for a period of thirty (30) years commencing on the Commercial Operation Date.
Seller shall execute and record such documents as are reasonably required by Buyer or Electric Customer to grant, perfect and subordinate such rights of refusal, consistent with the notice, exercise periods, and other procedural matters contained in the similar right of refusal of Electric Customer in the PPOA.
Seller agrees to grant Electric Customer as provided in Section 17.4 of the PPOA, an exclusive right of first refusal, and Seller further agrees to grant to Buyer an exclusive right of refusal subordinate to Electric Customer's right, to purchase that portion of the lignite reserves in the Lignite Property which is in excess of the Dedicated Lignite ("Excess Lignite Reserves@).
THEREFORE, in consideration of the mutual premises set forth herein, and other good and valuable consideration, receipt of which is acknowledged by the Parties, the Parties agree as follows: ARTICLE I DISPUTE RESOLUTION 1.01 For a period of up to ninety (90) days after a Party has made claim that an index used in the LSA and PPOA is no longer published or for a Pass-Through Charge, the Parties shall engage in good faith discussions and negotiations in an attempt to resolve such claim.
Pursuant to both the LSA and PPOA, the parties under those respective Agreements have agreed to resolve certain disputes concerning selection of new escalation indices and the impact on pricing of certain taxes (or tax credits), fee and charges imposed by state or federal government on the mining or consumption of fossil fuel for electric generating facilities ("Pass Through Charges(s)").
Choctaw and TVA are parties to a long-term Power Purchase and Operating Agreement dated as of February 20, 1997 (the "PPOA"), whereby Choctaw will sell electric power produced at the Facility to TVA.