Back to Back Contracts Sample Clauses
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Back to Back Contracts. (a) Owner and Energy Manager shall enter into contracts, separate from this Agreement, (“Back-to-Back Contract”) pursuant to which Owner will purchase and/or sell Power or Fuel to the Energy Manager which Energy Manager will, in turn, utilize to meet its obligations under Power Sales Agreements and/or Fuel Supply Agreements.
(b) The Back-to-Back contracts for Fuel and/or Power will be executed and the confirmations with respect to transactions governed thereby shall mirror the confirmations with respect to the Power Sales Agreement and the Fuel Supply Agreement (i.e., price, product, quantity, delivery specifications shall be the same; provided, however, unless the Parties otherwise agree in the Implementation Agreements confirmations for Day-Ahead Commodity Transactions shall be done by recorded phone line).
(c) Owner agrees that Energy Manager may purchase Power from the Facility for its own use and at its own risk and without an associated Power Sales Agreement with a third party entered into at the same time as Energy Manager’s purchase from Owner. In the event Energy Manager purchases Power from the Facility for its own use, the Energy Manager shall purchase the Power at a price to be agreed with the Owner. Upon request by Owner, Energy Manager shall verify the market price by receiving, if available, up to three (3) market quotes from market participants in the power industry.
(d) For any Day-Ahead Commodity Transaction, Long Term Commodity Transaction or Short Term Commodity Transaction, the contract price shall be equal to either (i) the applicable Third Party contract price specified in the related Power Sales Agreement, Fuel
(e) Until such time the Owner has satisfied the obligations set forth in Section 16.1, Energy Manager shall only engage in Day-Ahead Commodity Transactions, unit contingent transactions and non-firm Power sales. Until the obligations set forth in Section 16.1 are satisfied, Energy Manager may, in its sole discretion, determine whether it will enter into transactions other than the foregoing. If Energy Manager so determines, it shall obtain the approval of Owner.
(f) Energy Manager shall establish a separate “Facility Book” for Owner in Energy Manager’s trading system.
Back to Back Contracts. During the Interim Period, Purchaser shall, and shall cause its respective Affiliates to, use commercially reasonable efforts to cooperate with Seller and its Affiliates following the Closing to develop and implement arrangements to place Purchaser or its Affiliates, on the one hand, and Seller or its Affiliates on the other hand, insofar as reasonably practicable, in the same position as if the Assigned Contracts had been assigned, transferred, conveyed and delivered or assumed by Purchaser or its Affiliates at the Closing, as applicable, and so that all the benefits and burdens relating to such Assigned Contracts, including all rights and obligations thereunder, inure from and after the Closing to Purchaser or its Affiliates. If and when the Assigned Contracts Assignments are obtained or made, as the case may be, the assignment, transfer, conveyance and delivery or assumption, as applicable, of the applicable Assigned Contracts shall be promptly effected in accordance with the terms of this Agreement, without the payment of additional consideration.