Common use of Buyer’s Re-Sale of Product Clause in Contracts

Buyer’s Re-Sale of Product. (a) Buyer may re-sell all or part of the Product; provided that any such re-sale will not relieve Buyer of any of its obligations under this Agreement and any such re-sale must not increase Seller’s obligations hereunder other than as set forth in this Section 2.3(a). For any such a resale, Resource Adequacy Plan of Buyer as used herein will refer to the Resource Adequacy Plan of Subsequent Buyer. Seller will, or will cause the Unit’s SC, to follow Xxxxx’s instructions with respect to providing such resold Product to Subsequent Buyers, to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller will, and will cause the Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Buyers to use such resold Product in a manner consistent with Buyer’s rights under this Confirmation. If Buyer incurs any liability to a Subsequent Buyer due to the failure of Seller or the Unit’s SC to comply with this Confirmation, Seller will be liable to Buyer for the same amounts Seller would have owed Buyer under this Confirmation if Buyer had not resold the Product. (b) Xxxxx will notify Seller in writing of any resale of Product and the Subsequent Buyer no later than two Business Days before the Notification Deadline for the Showing Month. Buyer will notify Seller of any subsequent changes or further resales no later than two Business Days before the Notification Deadline for the Showing Month. (c) If CAISO or CPUC develops a centralized capacity market, Buyer will have exclusive rights to direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Expected Quantity of Product for re-sale in such market, Seller and the Unit’s SC shall comply with the Buyer’s direction to the extent it is consistent with applicable law and the Tariff, and Buyer shall retain and receive all revenues from such re-sale; provided, however, that if participation in the centralized capacity market causes Seller to incur material additional costs or to forgo revenues that Seller would have otherwise received but for its participation in the centralized capacity market, then Buyer shall indemnify and hold Seller harmless from and against those material additional Seller costs or foregone Seller revenues associated with participation in the centralized capacity market.

Buyer’s Re-Sale of Product. (a) Buyer may re-sell all or part a portion of the Product; provided that Product and any such associated rights, in each case, acquired under this Confirmation. Subject to Article 6 below, in the event Buyer re-sale will not relieve Buyer sells all or a portion of the Product and any of its obligations associated rights acquired under this Agreement Confirmation (“Resold Product”) Seller agrees, and any such re-sale must not increase Seller’s obligations hereunder other than as set forth in this Section 2.3(a). For any such a resale, Resource Adequacy Plan of Buyer as used herein will refer agrees to the Resource Adequacy Plan of Subsequent Buyer. Seller will, or will cause the Unit’s SC, to follow Xxxxx’s instructions with respect to providing such resold Resold Product to Subsequent Buyerssubsequent purchasers of such Resold Product. Subject to Article 6 below, to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller willXxxxxx further agrees, and will agrees to cause the Unit’s SC, to take all commercially reasonable actions and execute any and all documents or instruments reasonably necessary to allow such Subsequent Buyers subsequent purchasers to use such resold Product in a manner consistent Resold Product. Seller acknowledges and agrees that with Buyer’s rights under this Confirmation. If respect to any Resold Product, if Buyer incurs any liability to a Subsequent Buyer any purchaser of such Resold Product due to the failure of Seller or the Unit’s SC to comply with the terms of this Confirmation, and Seller will would have had liability to Buyer under this Confirmation for such failure had Buyer not sold the Resold Product to a subsequent purchaser, then Seller shall be liable to Buyer under this Confirmation, including without limitation, pursuant to Sections 2.4 and 2.5, for the same amounts Seller it would have owed been liable to Buyer under this Confirmation if Buyer for had such Resold Product not resold been sold to a subsequent purchaser. In the event there is any Resold Product. (b) , Xxxxx will agrees to notify Seller that such a sale has occurred and agrees to provide Seller with the information described in writing of any resale of Product and the Subsequent Buyer no later than two Business Days before the Notification Deadline for the Showing MonthAppendix D promptly following such sale. Buyer will Xxxxx also agrees to promptly notify Seller of any subsequent changes to the information in Appendix D with respect to any particular sale. Seller shall, or further resales cause each Unit’s SC to, schedule with, or make available to, the CAISO the Expected Contract Quantity for each Unit in compliance with the CAISO Tariff, and shall, or shall cause each Unit’s SC, owner, or operator, as applicable, to perform all obligations under the CAISO Tariff that are associated with the sale and delivery of Product hereunder. Buyer shall have no later than two Business Days before the Notification Deadline liability for the Showing Month. (c) If CAISO or CPUC develops a centralized capacity market, Buyer will have exclusive rights to direct the failure of Seller or the failure of any Unit’s SC to offerSC, bidowner, or otherwise submit the Expected Quantity of Product for re-sale in operator to comply with such marketCAISO Tariff provisions, including any penalties, charges or fines imposed on Seller and the or such Unit’s SC shall comply with the Buyer’s direction to the extent it is consistent with applicable law and the TariffSC, and Buyer shall retain and receive all revenues from owner, or operator for such re-sale; provided, however, that if participation in the centralized capacity market causes Seller to incur material additional costs or to forgo revenues that Seller would have otherwise received but for its participation in the centralized capacity market, then Buyer shall indemnify and hold Seller harmless from and against those material additional Seller costs or foregone Seller revenues associated with participation in the centralized capacity marketnoncompliance.

Buyer’s Re-Sale of Product. (a) Buyer may re-sell all or part a portion of the Product; provided that Product and any such associated rights, in each case, acquired under this Confirmation. If Buyer re-sale will not relieve Buyer sells all or a portion of the Product and any of its obligations associated rights acquired under this Agreement Confirmation (“Resold Product”), Seller agrees, and any such re-sale must not increase Seller’s obligations hereunder other than as set forth in this Section 2.3(a). For any such a resale, Resource Adequacy Plan of Buyer as used herein will refer agrees to the Resource Adequacy Plan of Subsequent Buyer. Seller will, or will cause the Unit’s SCScheduling Coordinator, to follow Xxxxx’s instructions with respect to providing such resold Resold Product to Subsequent Buyers, subsequent purchasers of such Resold Product to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller willfurther agrees, and will agrees to cause the Unit’s SCScheduling Coordinator, to take all commercially reasonable actions and execute any and all documents or instruments reasonably necessary to allow such Subsequent Buyers subsequent purchasers to use such resold Resold Product in a manner consistent with Buyer’s rights under this Confirmation. If Buyer incurs any liability to a Subsequent Buyer any purchaser of such Resold Product due to the failure of Seller or the Unit’s SC Scheduling Coordinator to comply with the terms of this Confirmation, then Seller will shall be liable to Buyer for the same amounts any liabilities Seller would have owed Buyer incurred under this Confirmation if Buyer had not resold the Product. (b) , including without limitation, pursuant to Sections 4.7 and 4.8. In the event there is any Resold Product, Xxxxx will agrees to notify Seller that such a sale has occurred and agrees to provide Seller with the information specified below promptly following such sale (and any other information reasonably requested by Seller so that Seller may perform its obligations in writing of any resale of Product this Article Error: Reference source not found) and the Subsequent Buyer no later than two Business Days before the Notification Deadline for the Showing Month. Buyer will promptly notify Seller of any subsequent changes or further resales no later than two Business Days before the Notification Deadline to such information with respect to any particular sale: Benefitting load serving entity SC identification number (SCID), Volume (in MW) of Resold Product, Subsequent sale delivery period for the Showing MonthResold Product. (c) If CAISO or CPUC develops a centralized capacity market, Buyer will have exclusive rights to direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Expected Quantity of Product for re-sale in such market, Seller and the Unit’s SC shall comply with the Buyer’s direction to the extent it is consistent with applicable law and the Tariff, and Buyer shall retain and receive all revenues from such re-sale; provided, however, that if participation in the centralized capacity market causes Seller to incur material additional costs or to forgo revenues that Seller would have otherwise received but for its participation in the centralized capacity market, then Buyer shall indemnify and hold Seller harmless from and against those material additional Seller costs or foregone Seller revenues associated with participation in the centralized capacity market.

Buyer’s Re-Sale of Product. (a) Buyer may re-sell all or part a portion of the Product; provided that Product and any such associated rights, in each case, acquired under this Agreement. If Buyer re-sale will not relieve Buyer sells all or a portion of the Product and any of its obligations associated rights acquired under this Agreement (“Resold Product”), Seller agrees, and any such re-sale must not increase Seller’s obligations hereunder other than as set forth in this Section 2.3(a). For any such a resale, Resource Adequacy Plan of Buyer as used herein will refer agrees to the Resource Adequacy Plan of Subsequent Buyer. Seller will, or will cause the UnitPortfolio’s SCScheduling Coordinator, to follow XxxxxBuyer’s instructions with respect to providing such resold Resold Product to Subsequent Buyers, subsequent purchasers of such Resold Product to the extent such instructions are consistent with Seller’s obligations under this ConfirmationAgreement. Seller willfurther agrees, and will agrees to cause the UnitPortfolio’s SCScheduling Coordinator, to take all commercially reasonable actions and execute any and all documents or instruments reasonably necessary to allow such Subsequent Buyers subsequent purchasers to use such resold Resold Product in a manner consistent with Buyer’s rights under this ConfirmationAgreement, and Buyer shall be responsible for Seller’s reasonable costs associated therewith, including reasonable attorneys’ fees, all of which Seller shall issue to Buyer for reimbursement in accordance with Section 6.1. If Buyer incurs any liability to a Subsequent Buyer any purchaser of such Resold Product due to the failure of Seller or the UnitPortfolio’s SC Scheduling Coordinator to comply with the terms of this ConfirmationAgreement, then Seller will shall be liable to Buyer for the same amounts any liabilities Seller would have owed Buyer incurred under this Confirmation Agreement if Buyer had not resold the Product. (b) Xxxxx will , including without limitation, pursuant to Sections 3.8 and 3.9. In the event there is any Resold Product, Buyer agrees to notify Seller that such a sale has occurred and agrees to provide Seller with the information specified below promptly following such sale (and any other information reasonably requested by Seller so that Seller may perform its obligations in writing of any resale of Product this Article 12) and the Subsequent Buyer no later than two Business Days before the Notification Deadline for the Showing Month. Buyer will promptly notify Seller of any subsequent changes or further resales no later than two Business Days before the Notification Deadline for the Showing Month. (c) If CAISO or CPUC develops a centralized capacity market, Buyer will have exclusive rights to direct the Seller or the Unit’s SC such information with respect to offer, bid, or otherwise submit the Expected Quantity of Product for re-sale in such market, Seller and the Unit’s SC shall comply with the Buyer’s direction to the extent it is consistent with applicable law and the Tariff, and Buyer shall retain and receive all revenues from such re-any particular sale; provided, however, that if participation in the centralized capacity market causes Seller to incur material additional costs or to forgo revenues that Seller would have otherwise received but for its participation in the centralized capacity market, then Buyer shall indemnify and hold Seller harmless from and against those material additional Seller costs or foregone Seller revenues associated with participation in the centralized capacity market.:

Buyer’s Re-Sale of Product. (a) Buyer may re-sell all or part a portion of the Product purchased under this Confirmation (“Resold Product”); provided that any such re-sale will sell right does not relieve include the ability to offer any portion of Product into the CSP. If Buyer of any of its obligations under this Agreement and any such re-sale must not increase Seller’s obligations hereunder other than as set forth in this Section 2.3(a). For any such a resalesells Resold Product, Resource Adequacy Plan of Buyer as used herein will refer Seller agrees, and agrees to the Resource Adequacy Plan of Subsequent Buyer. Seller will, or will cause the Unit’s SC, to follow XxxxxBuyer’s instructions with respect to providing such resold Resold Product to Subsequent Buyers, subsequent purchasers of such Resold Product to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller willfurther agrees, and will agrees to cause the Unit’s SC, to take all commercially reasonable actions and execute any and all documents or instruments reasonably necessary to allow such Subsequent Buyers subsequent purchasers to use such resold Resold Product in a manner consistent with Buyer’s rights under this Confirmation. If Buyer incurs any liability to a Subsequent Buyer any purchaser of such Resold Product due to the failure of Seller or the Unit’s SC to comply with the terms of this Confirmation, then Seller will shall be liable to Buyer for the same amounts any liabilities Seller would have owed Buyer incurred under this Confirmation if Buyer had not resold the Product. (b) Xxxxx will , including without limitation, pursuant to Sections 2.6 and 2.7. If Buyer exercises its right to re-sell the Resold Product, Buyer shall notify Seller in writing of any resale of Product that such sale has occurred and provide Seller with the Subsequent Buyer information described in Appendix D no later than two (2) Business Days before the Notification Deadline deadline for the Compliance Showings applicable to the relevant Showing Month. Buyer will shall notify Seller of any subsequent changes or further resales no later than two Business Days before resale of the Notification Deadline for Resold Product, by providing Seller with written updates to the Showing Month. (c) If CAISO or CPUC develops a centralized capacity market, Buyer will have exclusive rights to direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Expected Quantity of Product for re-sale information in such market, Seller and the Unit’s SC shall comply Appendix D in accordance with the Buyer’s direction to the extent it is consistent with applicable law and the Tariff, and Buyer shall retain and receive all revenues from such re-sale; provided, however, that if participation deadlines described in the centralized capacity market causes Seller to incur material additional costs or to forgo revenues that Seller would have otherwise received but for its participation in the centralized capacity market, then Buyer shall indemnify and hold Seller harmless from and against those material additional Seller costs or foregone Seller revenues associated with participation in the centralized capacity marketthis Section 2.8(b).

Buyer’s Re-Sale of Product. (a) Buyer may re-sell all or part a portion of the ProductProduct hereunder; provided that any such re-sale will not relieve Buyer of any of its obligations under this Agreement and any such re-sale must not increase or modify Seller’s obligations hereunder other than as set forth in this Section 2.3(a)Article 9. For any such a resale, Resource Adequacy Plan of Buyer as used herein will refer to the Resource Adequacy Plan of Subsequent Buyer. Seller will, or will cause the Unit’s SC, to follow XxxxxBuyer’s instructions with respect to providing such resold Product to Subsequent Buyers, to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller will, and will cause the Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Buyers to use such resold Product in a manner consistent with Buyer’s rights under this Confirmation. If Buyer incurs any liability to a Subsequent Buyer due to the failure of Seller or the Unit’s SC to comply with this Confirmation, Seller will be liable to Buyer for the same amounts Seller would have owed Buyer under this Confirmation if Buyer had not resold the Product. (b) . Xxxxx will notify Seller in writing of any resale of Product and the Subsequent Buyer no later than two Business Days before the Notification Deadline for the Showing Month. Buyer will notify Seller of any subsequent changes or further resales no later than two Business Days before the Notification Deadline for the Showing Month. (c) If CAISO or CPUC develops a centralized capacity market, Buyer will have exclusive rights to direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Expected Quantity of Product for re-sale in such market, Seller and the Unit’s SC shall comply with the Buyer’s direction to the extent it is consistent with applicable law and the Tariff, and Buyer shall retain and receive all revenues from such re-sale; provided, however, that if participation in the centralized capacity market causes Seller to incur material additional costs or to forgo revenues that Seller would have otherwise received but for its participation in the centralized capacity market, then Buyer shall indemnify and hold Seller harmless from and against those material additional Seller costs or foregone Seller revenues associated with participation in the centralized capacity market.