Common use of Calculation of Energy Delivered; Invoices and Payment Clause in Contracts

Calculation of Energy Delivered; Invoices and Payment. (a) Not later than the tenth (10th) day of each Month, commencing with the Month immediately following the first Month in which Facility Energy is generated and delivered to the Point of Delivery under this Agreement, Seller shall deliver to each Buyer a proper invoice showing the amount due for the preceding Month from each Buyer to Seller based on such Buyer’s Percentage of SB 859 Capacity. Seller shall calculate the amount of Facility Energy from meter readings at the Electric Metering Devices maintained pursuant to Section 10.6. Each invoice shall show the title of the Agreement and, if applicable, the Agreement number, the name, address and identifying information of Seller, and shall be sent to the address set forth in Appendix E or such other address as each Buyer may provide to Seller. Seller shall separately provide with such invoice (i) evidence supporting the total amount of Facility Energy generated and delivered to the Point of Delivery during such period, (ii) the monthly report required pursuant to Section 7.7(d), and (iii) Seller’s computation of any amounts due to Seller. Any electronic information delivered by Seller under this Article X shall be in a format such as Microsoft Excel (or its equivalent) that allows each Buyer to cut, paste or otherwise readily use and work with such information or documentation or as otherwise mutually agreed by the Parties. (i) Each invoice shall contain the most recent attestations delivered pursuant to Section 7.7(d), Section 11.6, and Section 11.8. (ii) [Reserved.] (b) Subject to Section 10.2(e) and Section 10.3, not later than the thirtieth (30th) day after receipt by a Buyer of Seller’s Monthly invoice (or the next succeeding Business Day, if the thirtieth (30th) day is not a Business Day), each Buyer shall pay to Seller, by wire transfer of immediately available funds to an account specified by Seller or by any other means agreed to by the Parties from time to time, the amount set forth as due by such Buyer in such Monthly invoice. (c) [Reserved.] (d) [Reserved.] (e) No Buyer shall be required to make invoice payments if the invoice is received more than six (6) Months after the applicable Monthly billing period except with respect to any disputed amounts for which an invoice was provided within six (6) Months after the applicable Monthly billing period and for which such Buyer’s liability is established and for any corrections or adjustments resulting in amounts owing by such Buyer pursuant to Section 10.6(c).

Calculation of Energy Delivered; Invoices and Payment. (a) Not later than the tenth (10th) day of each Month, commencing with the next Month immediately following the first Month in which Facility Energy is generated first delivered by Seller and delivered to the Point of Delivery received by Buyers under this Agreement, Seller shall deliver to each Buyer a proper invoice showing the amount due for the preceding Month from each Buyer to Seller for Facility Energy, Capacity Rights and Environmental Attributes based on such Buyer’s the Buyers’ Percentage of SB 859 Capacity. Seller shall calculate the amount of Facility Energy from meter readings at the Electric Metering Devices maintained pursuant to Section 10.6Output. Each invoice shall show the title of the Agreement and, if applicable, the Agreement number, the name, address and identifying information of SellerSeller and the identification of material, equipment or services covered by the invoices, and shall be sent to the address set forth in Appendix E J or such other address as each Buyer may provide to Seller. Seller shall separately provide with in such invoice (i) for any invoice during a period of time ending on or before December 31, 2021, evidence supporting the total amount of Facility Energy and Uncontracted Products generated and delivered to the Point of Delivery during such periodperiod (including any reasonable documentation requested by Buyers’ Agent for purposes of verifying the delivery of Test Energy and Excess Energy), (ii) Seller’s computation of the monthly report required pursuant to Section 7.7(d)number of Initial Negative Intervals, and if any, that occurred during such Month, (iii) Seller’s computation of any allocation for Replacement Product delivered by Seller and taken by each Buyer under this Agreement during the preceding Month, any Deemed Generated Energy calculated during the preceding Month (including any supporting documentation associated therewith) and (iv) any other amounts due to Seller, including amounts due under Section 6.3 or Section 7.3. Seller shall also separately designate in such invoice the generation of Excess Energy, if any. Seller shall also provide each Buyer with a summary of the calculations pursuant to Section 6.2, and in the case of Replacement Product, the amount in MWh actually supplied by Seller pursuant to Section 9.2. Any electronic information delivered by Seller under this Article X XI shall be in a format such as Microsoft Excel (or its equivalent) that allows each Buyer to cut, paste or otherwise readily use and work with such information or documentation or as otherwise mutually agreed by the Parties. (i) Each invoice shall contain the most recent attestations delivered pursuant to Section 7.7(d), Section 11.6, and Section 11.8. (ii) [Reserved.] (b) Subject to Section 10.2(e11.2(c) and Section 10.311.3, not later than the thirtieth (30th) day after receipt by a Buyer of Seller’s Monthly invoice (or the next succeeding Business Day, if the thirtieth (30th) day is not a Business Day), each Buyer shall pay to Seller, by wire transfer of immediately available funds to an account specified by Seller or by any other means agreed to by the Parties from time to time, the amount set forth as due by such Buyer in such Monthly invoice. (c) [ReservedWith respect to Deemed Generated Energy, within thirty (30) days after receipt of an invoice from Seller, if any Buyer believes that it has insufficient information to verify the amount of Deemed Generated Energy calculated by Seller in the invoice, or if such Buyer requires additional time to verify such information, such Buyer shall notify Seller and the other Buyers thereof. Within thirty (30) days after receipt by such Buyer of additional information regarding such Deemed Generated Energy calculation, or on the date mutually - 53 - #4823-2509-6471v19 agreed to by the Parties pursuant to such Buyer’s request for additional time to verify the information provided by Seller, such Buyer shall notify Seller of any discrepancies with respect to its calculation of the Deemed Generated Energy, in which event such invoice may be subject to the provisions of Section 11.3. The failure of such Buyer to respond to Seller’s calculation of Deemed Generated Energy, if any, within thirty (30) days of receipt of an invoice shall be deemed approval of such calculation by such Buyer.] (d) [Reserved.] Seller shall, in subsequent invoices, adjust previously invoiced amounts to reflect (ei) No Buyer adjustments pursuant to Section 11.3, or (ii) adjustments, reconciliations or final settlements with WREGIS occurring after the date of the initial invoice, or any other adjustments agreed to by the Parties (which shall be without interest of any kind), provided that Buyers shall not be required to make invoice payments if the invoice is received more than six one (61) Months year after the applicable Monthly billing period except with respect to any disputed amounts for which an invoice was provided within six (6) Months after the applicable Monthly billing period and for which such Buyer’s liability is established and for any corrections or adjustments resulting in amounts owing by such Buyer pursuant to Section 10.6(c)period.

Calculation of Energy Delivered; Invoices and Payment. (a) Not later than the tenth (10th) day of each Month, commencing with the next Month immediately following the first Month in which Facility Energy is generated first delivered by Seller and delivered to the Point of Delivery received by Buyer under this Agreement, Seller shall deliver to each Buyer a proper an invoice showing the amount due for the preceding Month from each Buyer to Seller based on such Buyer’s Percentage of SB 859 Capacityfor Facility Energy, Capacity Rights and Environmental Attributes. Seller shall calculate the amount of Facility Energy from meter readings at the Electric Metering Devices maintained pursuant to Section 10.611.6, adjusting for any applicable station load, transformation losses and transmission losses to the Point of Delivery in accordance with a methodology agreed to by Buyer. Each invoice shall show the title of the Agreement and, if applicable, the Agreement number, the name, address and identifying information of SellerSeller and the identification of material, equipment or services covered by the invoices, and shall be sent to the address set forth in Appendix E J or such other address as each Buyer may provide to Seller. Seller shall separately provide with in such invoice (i) evidence supporting the total amount of Facility Energy generated and delivered to the Point of Delivery during such period, (ii) the monthly report required pursuant to Section 7.7(d), and (iii) Seller’s computation of any allocation for Replacement Product delivered by Seller and taken by Buyer under this Agreement during the preceding Month, any Deemed Generated Energy calculated during the preceding Month (including any supporting documentation associated therewith) and (ii) any other amounts due to Seller, including amounts due under Section 6.3. Any electronic information delivered by Seller under this Article X ARTICLE XI shall be in a format such as Microsoft Excel (or its equivalent) that allows each Buyer to cut, paste or otherwise readily use and work with such information or documentation or as otherwise mutually agreed by the Parties. (ib) Each invoice Concurrently with the delivery of each Monthly invoice, Seller shall contain deliver attestations of all Environmental Attribute transfers (including those transferred with WREGIS) substantially in the most recent attestations delivered pursuant to Section 7.7(d), Section 11.6, and Section 11.8.form set forth in Appendix D. (ii) [Reserved.] (bc) Subject to Section 10.2(e11.2(d) and Section 10.311.3, not later than the thirtieth (30th) day after receipt by a Buyer of Seller’s Monthly invoice (or the next succeeding Business Day, if the thirtieth (30th) day is not a Business Day), each Buyer shall pay to Seller, by wire transfer of immediately available funds to an account specified by Seller or by any other means agreed to by the Parties from time to time, the amount set forth as due by such Buyer in such Monthly invoice. (c) [Reserved.] (d) [ReservedNotwithstanding Section 11.2(c), if Xxxxx believes that it has insufficient information to verify the amount of Deemed Generated Energy calculated by Seller in the invoice, or if Buyer requires additional time to verify such information, Buyer shall notify Seller thereof within thirty (30) days after receipt of an invoice from Seller, and timely pay the amounts set forth in such Monthly invoice not related to Deemed Generated Energy. Within thirty (30) days after receipt by Buyer of additional information regarding such Deemed Generated Energy calculation, or on the date mutually agreed to by the Parties, Buyer shall pay to Seller the amount specified in the invoice or notify Seller of any discrepancies with respect to its calculation of the Deemed Generated Energy, in which event such invoice shall be subject to the provisions of Section 11.3.] (e) No Seller shall, in subsequent invoices, adjust previously invoiced amounts to reflect (i) adjustments pursuant to Section 11.3, or (ii) adjustments, reconciliations or final settlements with WREGIS occurring after the date of the initial invoice, or any other adjustments agreed to by the Parties (which shall be without interest of any kind), provided that Buyer shall not be required to make invoice payments if the invoice is received more than one (1) year after the billing period. (f) Except with respect to disputed invoices where the dispute is first raised within six months after the applicable Monthly billing period and for any adjustments made pursuant to Section 11.2(e) and Section 11.6(a), Buyer shall not be required to make invoice payments if the invoice is received more than six (6) Months after the applicable Monthly billing period except with respect to any disputed amounts for which an invoice was provided within six (6) Months after the applicable Monthly billing period and for which such Buyer’s liability is established and for any corrections or adjustments resulting in amounts owing by such Buyer pursuant to Section 10.6(c)period.

Calculation of Energy Delivered; Invoices and Payment. (a) Not later than the tenth (10th) day of each Month, commencing with the next Month immediately following the first Month in which Facility Energy is generated first delivered by Seller and delivered to the Point of Delivery received by Buyers under this Agreement, Seller shall deliver to each Buyer a proper invoice showing the amount due for the preceding Month from each Buyer to Seller for Facility Energy, Capacity Rights and Environmental Attributes (subject to Section 10.2(b)) based on such Buyer’s Percentage of SB 859 CapacityFacility Output, WREGIS Certificates that have been created, credited, and transferred to such Buyer’s account in accordance with Section 8.4, and any amounts owed by such Buyer to Seller under Section 7.2(b). Seller shall calculate the amount of Facility Energy from meter readings at the Electric Metering Devices maintained pursuant to Section 10.6. Each invoice shall show the title of the Agreement and, if applicable, the Agreement number, the name, address and identifying information of SellerSeller and the identification of material, equipment or services covered by the invoices, and shall be sent to the address set forth in Appendix E or such other address as each Buyer may provide to Seller. Seller shall separately provide with in such invoice invoice (i) evidence supporting the total amount of Facility Energy generated and delivered to the Point of Delivery during such period, (ii) the monthly report required pursuant to Section 7.7(d), and (iii) Seller’s computation of any Deemed Generated Energy calculated during the preceding Month (including any supporting documentation associated therewith) and (iii) any other amounts due to Seller, including amounts due under Section 6.3 or Section 7.4. Seller shall also provide each Buyer with a summary of the calculations pursuant to Section 6.2. Any electronic information delivered by Seller under this Article X shall be in a format such as Microsoft Excel (or its equivalent) that allows each Buyer to cut, paste or otherwise readily use and work with such information or documentation or as otherwise mutually agreed by the Parties. (i) Each invoice shall contain the most recent attestations delivered pursuant subject to Section 7.7(d)8.2, Section 11.6, 8.5 and Section 11.811.6. (ii) [ReservedConcurrently with the delivery of each monthly invoice and except as otherwise provided in Section 7.7, Seller shall deliver information regarding the WREGIS Certificates, including the WREGIS Certificates created in the prior month, vintage, and serial numbers.] (b) Subject to Section 10.2(c) and Section 10.2(e) and Section 10.3, not later than the thirtieth (30th) day after receipt by a Buyer of Seller’s Monthly invoice (or the next succeeding Business Day, if the thirtieth (30th) day is not a Business Day), each Buyer shall pay to Seller, by wire transfer of immediately available funds to an account specified by Seller or by any other means agreed to by the Parties from time to time, the amount set forth as due by such Buyer in such Monthly invoice, except that if any WREGIS Certificates for any Facility Energy included on a Monthly invoice have not been received in a Buyer’s account prior to such date, such Buyer shall be entitled to withhold payment of $60 from the Contract Price for each MWh of Facility Energy delivered to such Buyer until ten (10) days after receipt of such WREGIS Certificates, which amount (i) will not accrue interest if paid by such deadline and (ii) has been determined by the Parties to be a fair allocation of the portion of the Contract Price attributable to the Environmental Attributes included in the Product. (c) [ReservedWith respect to Deemed Generated Energy, within thirty (30) days after receipt of an invoice from Seller, if any Buyer believes that it has insufficient information to verify the amount of Deemed Generated Energy calculated by Seller in the invoice, or if such Buyer requires additional time to verify such information, such Buyer shall notify Seller and the other Buyers thereof. Within thirty (30) days after receipt by such Buyer of additional information regarding such Deemed Generated Energy calculation, or on the date mutually agreed to by the Parties pursuant to such Buyer’s request for additional time to verify the information provided by Seller, such Buyer shall notify Seller of any discrepancies with respect to its calculation of the Deemed Generated Energy, in which event such invoice shall be subject to the provisions of Section 10.3.] (d) [ReservedSeller shall, in the invoice immediately following the receipt of such adjustment, reconciliation, or final settlement, adjust previously invoiced amounts to reflect adjustments, reconciliations or final settlements with the CAISO or WREGIS occurring after the date of the initial invoice, or any other adjustments agreed to by the Parties (other than adjustments resulting from the resolution of invoice disputes, which are addressed in Section 10.3), which shall be without interest of any kind, provided that Buyers shall not be required to make such invoice payments if the adjusted invoice is received more than six (6) Months after the billing period.] (e) No Buyer shall be required to make invoice payments if the invoice is received more than six (6) Months after the applicable Monthly billing period except with respect to any disputed amounts for which an invoice was provided within six (6) Months after the applicable Monthly billing period and for which such Buyer’s liability is established and for any corrections or adjustments resulting in amounts owing by such Buyer pursuant to Section 10.6(c10.6(a).

Calculation of Energy Delivered; Invoices and Payment. (a) Not later than the tenth (10th) day of each Month, commencing with the next Month immediately following the first Month in which Facility Energy is generated first delivered by Seller and delivered to the Point of Delivery received by Buyers under this Agreement, Seller shall deliver to each Buyer a proper invoice showing the amount due for the preceding Month from each Buyer to Seller for Facility Energy, Capacity Rights and Environmental Attributes (subject to Section 10.2(b)) based on such Buyer’s Percentage of SB 859 CapacityFacility Output, WREGIS Certificates that have been created, credited, and transferred to such Buyer’s account in accordance with Section 8.4, and any amounts owed by such Buyer to Seller under Section 7.2(b). Seller shall calculate the amount of Facility Energy from meter readings at the Electric Metering Devices maintained pursuant to Section 10.6. Each invoice shall show the title of the Agreement and, if applicable, the Agreement number, the name, address and identifying information of SellerSeller and the identification of material, equipment or services covered by the invoices, and shall be sent to the address set forth in Appendix E or such other address as each Buyer may provide to Seller. Seller shall separately provide with in such invoice invoice (i) evidence supporting the total amount of Facility Energy generated and delivered to the Point of Delivery during such period, (ii) the monthly report required pursuant to Section 7.7(d), and (iii) Seller’s computation of any Deemed Generated Energy calculated during the preceding Month (including any supporting documentation associated therewith) and (iii) any other amounts due to Seller, including amounts due under Section 6.3 or Section 7.4. Seller shall also provide each Buyer with a summary of the calculations pursuant to Section 6.2. Any electronic information delivered by Seller under this Article X shall be in a format such as Microsoft Excel (or its equivalent) that allows each Buyer to cut, paste or otherwise readily use and work with such information or documentation or as otherwise mutually agreed by the Parties. (i) Each invoice shall contain the most recent attestations delivered pursuant subject to Section 7.7(d)8.2, Section 11.6, 8.5 and Section 11.811.6. (ii) [ReservedConcurrently with the delivery of each monthly invoice and except as otherwise provided in Section 7.7, Seller shall deliver information regarding the WREGIS Certificates, including the WREGIS Certificates created in the prior month, vintage, and serial numbers.] (b) Subject to Section 10.2(c) and Section 10.2(e) and Section 10.3, not later than the thirtieth (30th) day after receipt by a Buyer of Seller’s Monthly invoice (or the next succeeding Business Day, if the thirtieth (30th) day is not a Business Day), each Buyer shall pay to Seller, by wire transfer of immediately available funds to an account specified by Seller or by any other means agreed to by the Parties from time to time, the amount set forth as due by such Buyer in such Monthly invoice, except that if any WREGIS Certificates for any Facility Energy included on a Monthly invoice have not been received in a Buyer’s account prior to such date, such Buyer shall be entitled to withhold payment of $[ ] from the Contract Price for each MWh of Facility Energy delivered to such Buyer until ten (10) days after receipt of such WREGIS Certificates, which amount (i) will not accrue interest if paid by such deadline and (ii) has been determined by the Parties to be a fair allocation of the portion of the Contract Price attributable to the Environmental Attributes included in the Product. (c) [ReservedWith respect to Deemed Generated Energy, within thirty (30) days after receipt of an invoice from Seller, if any Buyer believes that it has insufficient information to verify the amount of Deemed Generated Energy calculated by Seller in the invoice, or if such Buyer requires additional time to verify such information, such Buyer shall notify Seller and the other Buyers thereof. Within thirty (30) days after receipt by such Buyer of additional information regarding such Deemed Generated Energy calculation, or on the date mutually agreed to by the Parties pursuant to such Buyer’s request for additional time to verify the information provided by Seller, such Buyer shall notify Seller of any discrepancies with respect to its calculation of the Deemed Generated Energy, in which event such invoice shall be subject to the provisions of Section 10.3.] (d) [ReservedSeller shall, in the invoice immediately following the receipt of such adjustment, reconciliation, or final settlement, adjust previously invoiced amounts to reflect adjustments, reconciliations or final settlements with the CAISO or WREGIS occurring after the date of the initial invoice, or any other adjustments agreed to by the Parties (other than adjustments resulting from the resolution of invoice disputes, which are addressed in Section 10.3), which shall be without interest of any kind, provided that Buyers shall not be required to make such invoice payments if the adjusted invoice is received more than six (6) Months after the billing period.] (e) No Buyer shall be required to make invoice payments if the invoice is received more than six (6) Months after the applicable Monthly billing period except with respect to any disputed amounts for which an invoice was provided within six (6) Months after the applicable Monthly billing period and for which such Buyer’s liability is established and for any corrections or adjustments resulting in amounts owing by such Buyer pursuant to Section 10.6(c10.6(a).