CHANGES IN ENVIRONMENTAL-RELATED REQUIREMENTS. (a) The term "Environmental-Related Requirement," whether in the singular or the plural, means the following: (1) any environmentally related prohibition, restriction, or limitation regarding the burning of coal at one or more of the destination plants; (2) any prohibition, restriction, or limitation regarding (i) the quality of coal that PURCHASER may burn (including, without limitation, any constituent specification) at one or more of the destination plants or (ii) the type or amount of emissions from such plant(s); (3) any rule or requirement affecting the permissible means for complying with any such prohibition, restriction, or limitation; or (4) any imposition of a cost, fee, tax, or other economic burden on PURCHASER related to (i) the production of electricity (either generally or by means of coal-fired electric generation), (ii) the quantity of coal purchased or burned by PURCHASER at one or more of the destination plants, (iii) any constituent specification of coal purchased or burned by PURCHASER at such plant(s), (iv) the type or amount of emissions from such plant(s), or (v) the installation of any type of environmental-related equipment required by any regulatory authority to which PURCHASER is subject. In addition, the term shall be deemed to include PURCHASER's strategy, as determined by PURCHASER in its reasonable judgment, for compliance with Environmental-Related Requirements. (b) A change in Environmental-Related Requirements shall be deemed to have occurred in any one or more of the following circumstances: (1) there is any increase or decrease in existing Environmental-Related Requirements, (ii) PURCHASER decides, in its reasonable judgment, to change its strategy for compliance with any existing Environmental-Related Requirements; or (iii) a new Environmental-Related Requirement is imposed on PURCHASER as a result of any federal or state law, administrative regulation or ruling, local ordinance. court order or decision, or any revision in the interpretation or implementation of such law, regulation, ruling, ordinance, order, or decision. The Parties acknowledge and agree that a change in Environmental-Related Requirements may occur even though (i) such requirement is stated as a restriction, limitation. or obligation imposed on PURCHASER and its affiliates or some other group of utilities or (ii) such requirement affects PURCHASER in a general way and is not directed at specific plants, fuels, fuel supplies, or other operating conditions. (c) The Parties acknowledge and agree that the provisions of Section 11.2 are intended to provide rights in addition to the rights provided in Section 11.1 and that the price, specifications, quantity, and destination(s) of coal to be supplied under this Agreement are predicated on Environmental-Related Requirements that were known and in effect as of January l,
Appears in 1 contract
Samples: Agreement for Purchase and Sale of Coal (James River Coal CO)
CHANGES IN ENVIRONMENTAL-RELATED REQUIREMENTS. (a) The term "Environmental-Related Requirement," whether in the singular or the plural, means the following:
(1) any environmentally related prohibition, restriction, or limitation regarding the burning of coal at one or more of the destination plants; Designated Plants;
(2) any prohibition, restriction, or limitation regarding (i) the quality of coal that PURCHASER Purchaser may burn (including, without limitation, any constituent specification) at one or more of the destination plants Designated Plants or (ii) the type or amount of emissions from such plant(s); ;
(3) any rule or requirement affecting the permissible means for complying with any such prohibition, restriction, or limitation; or or
(4) any imposition of a cost, fee, tax, or other economic burden on PURCHASER Purchaser related to (i) the production of electricity (either generally or by means of coal-fired electric generation), (ii) the quantity of coal purchased or burned by PURCHASER Purchaser at one or more of the destination plantsDesignated Plants, (iii) any constituent specification of coal purchased or burned by PURCHASER Purchaser at such plant(s), (iv) the type or amount of emissions from such plant(s), or (v) the installation of any type of environmental-related equipment required by any regulatory authority to which PURCHASER Purchaser is subject. In addition, the term shall be deemed to include PURCHASERPurchaser's strategy, as determined by PURCHASER Purchaser in its reasonable judgment, for compliance with Environmental-Related Requirements.
(b) A change in Environmental-Related Requirements shall be deemed to have occurred in any one or more of the following circumstances: (1i) there is any increase or decrease in existing Environmental-Related Requirements, ; (ii) PURCHASER Purchaser decides, in its reasonable judgment, to change its strategy for compliance with any existing Environmental-Related Requirements; or (iii) a new Environmental-Related Requirement is imposed on PURCHASER Purchaser as a result of any federal or state law, administrative regulation or ruling, local ordinance. , court order or decision, or any revision in the interpretation or implementation of such law, regulation, ruling, ordinance, order, or decision. The Parties acknowledge and agree that a change in Environmental-Related Requirements may occur even though (i) such requirement is stated as a restriction, limitation. , or obligation imposed on PURCHASER Purchaser and its affiliates or some other group of utilities or (ii) such requirement affects PURCHASER Purchaser in a general way and is not directed at specific plants, fuels, fuel supplies, or other operating conditions.
(c) The Parties acknowledge and agree that the provisions of Section 11.2 10.2 are intended to provide rights in addition to the rights provided in Section 11.1 10.1 and that the price, specifications, quantity, and destination(s) of coal to be supplied under this Agreement are predicated on Environmental-Related Requirements that were known and in effect as of January l,the Effective Date. For purposes of this Section 10.2(c), an Environmental-Related Requirement shall not be deemed to be "known" if it relates to any federal or state law, administrative regulation or ruling, local ordinance, or court order or decision or interpretation of such law, regulation, ruling, ordinance, order, or decision (collectively, "Legal Requirements") that was being challenged in any administrative or judicial proceeding ("Legal Proceeding") as of the Effective Date. Upon the final resolution of the Legal Proceeding (including any appeals related to the Legal Proceeding), Purchaser shall determine, in its reasonable judgment, if the Legal Requirements (whether changed or unchanged as a result of the Legal Proceeding) constitute a change in Environmental-Related Requirements.
(d) In the event that a change in Environmental-Related Requirements occurs after the Effective Date, then Purchaser shall determine, in its reasonable judgment, (i) how to comply with such change and (ii) whether such change has had or may have an adverse impact on Purchaser's use of coal to be supplied under this Agreement at one or more of the Designated Plants. Any change in Environmental-Related Requirements that has one or more of the following effects shall be deemed to have an adverse impact on Purchaser's use of coal to be supplied under this Agreement at such plant(s), even though such requirements may allow Purchaser a choice of options for complying with such requirement (which choice may include, for example, the payment of a fee or tax in lieu of the installation of equipment, the use of coal of different constituent specifications, or the reduction in the overall use of coal at such plant(s)):
(1) the change imposes a cost, fee, tax, or other economic burden on Purchaser concerning (i) the constituent specifications of coal purchased for or burned at such plant(s) or (ii) the type or amount of emissions from such plant(s);
(2) the change directly prevents or restricts Purchaser from using coal to be supplied under this Agreement at such plant(s);
(3) the change requires Purchaser to install equipment (including, without limitation, flue gas desulfurization equipment, selective catalytic reduction equipment, selective non-catalytic reduction equipment, equipment for co-firing with natural gas, or particulate removal equipment) at such plant(s) in order to comply with such change; or
(4) the change requires or permits Purchaser to use coal of a quality (including, without limitation, sulfur) different from the specifications set forth in Section 6.1.
(e) If Purchaser determines that a change in Environmental-Related Requirements has had or may have, at a future date, an adverse impact on the use of coal to be supplied under this Agreement, Purchaser shall so notify Seller in writing. Upon receipt of such notice, Seller shall have the option to propose, within thirty days after receipt of such notice, any steps available to Seller in its mining and processing of the coal, in the supply of substitute coal, or other measure that would result in as low a delivered cost of fuel at the Designated Plant(s) as Purchaser could obtain by purchasing reasonably available substitute fuel, taking into consideration any fees, taxes, costs, or other economic burdens imposed on the use of coal at such plant(s). In the event that Purchaser determines, in its reasonable judgment, that Seller cannot achieve this result, then Purchaser may terminate this Agreement by giving Seller written notice thereof, which shall specify the effective date of termination and shall be given at least ninety days prior to such date. Purchaser may give such notice either before or after a change in Environmental-Related Requirements becomes effective.
(f) If, at any time during the term of this Agreement and regardless of whether a change in Environmental-Related Requirements has occurred, Purchaser determines, in its reasonable judgment, that any operational or environmental compliance problem at one or more of the Designated Plants has resulted from the components or characteristics of Seller's coal or the products of its combustion (including, without limitation, nitrogen oxide emissions, mercury emissions, chlorine emissions, particulate emissions, and carbon emissions) or any other constituent or property of the coal not otherwise specified herein, the Parties shall immediately enter into discussions in a good-faith effort to resolve the problem. If such discussions fail to resolve such problem in a manner that, in Purchaser's judgment, is reasonable and would not impose an unreasonable additional expense on Purchaser, then Purchaser may terminate this Agreement by giving Seller written notice thereof, which shall specify the effective date of termination and shall be given at least ninety days prior to such date. No expense contemplated by this Section 10.2(f) or any other provision of Section 10.2 shall be deemed reasonable if it would result in a delivered cost of coal under this Agreement that exceeds the delivered cost of competitive fuels or sources then available to Purchaser.
Appears in 1 contract
CHANGES IN ENVIRONMENTAL-RELATED REQUIREMENTS. (a) 11A.01 The term "Environmental-Related Requirement," whether in the singular or the plural, means the following:
(1a) any environmentally related prohibition, restriction, or limitation regarding the burning use of coal Coal at one or more of the destination plants; Plant ;
(2b) any prohibition, restriction, or limitation regarding (i) the quality of coal that PURCHASER may burn Coal (including, without limitationlimita- tion, any constituent specification) that may be used at one or more of the destination plants Plant or (ii) the type or amount of emissions from such plant(s); Plant ;
(3c) any rule or requirement affecting the permissible means for complying with any such prohibitionprohibi- tion, restriction, or limitation; or or
(4d) any environmentally related imposition of a cost, fee, tax, or other economic burden on PURCHASER Buyer related to (i) the production of electricity (either generally or by means of coal-fired electric generation), (ii) the quantity quan- tity of coal Coal purchased for or burned by PURCHASER used at one or more of the destination plantsPlant , (iii) any constituent specification of coal Coal purchased for or burned by PURCHASER used at such plant(s)Plant , (iv) the type or amount of emissions from such plant(s), or (v) the installation of any type of environmental-related equipment required by any regulatory authority to which PURCHASER is subject. Plant In addition, the term shall be deemed to include PURCHASERinclude, without limitation, Xxxxx's strategy, as determined by PURCHASER Buyer in its reasonable judgment, for compliance with Environmental-Related Requirements.
(b) A change in Environmental-Related Requirements shall be deemed to have occurred in any one or more of the following circumstances: (1a) there is any increase or decrease in existing Environmental-Related Requirements, ;
(iib) PURCHASER Xxxxx decides, in its reasonable judgment, to change its environmental compliance strategy for compliance to comply with any existing Environmental-Related Requirements; or provided, however, that Buyer shall not deem changes in economic coal market conditions to be the determining factor in making its reasonable judgment determination to change its compliance strategy; or
(iiic) a new Environmental-Related Requirement is imposed on PURCHASER Buyer as a result of any federal or state law, administrative regulation or ruling, local ordinance. , court order or decision, or any revision re- vision in the interpretation or implementation of such law, regulation, ruling, ordinance, order, order or decision. The Parties acknowledge and agree that a change in Environmental-Related Requirements may occur even though (i) such requirement is stated as a restriction, limitation. , or obligation imposed on PURCHASER Buyer and its affiliates or some other group of utilities or (ii) such requirement affects PURCHASER Buyer in a general way and is not directed at specific plants, fuels, fuel supplies, or other operating conditions.
(c) The Parties acknowledge and agree that the provisions of Section 11.2 are intended to provide rights in addition to the rights provided in Section 11.1 and that the price, specifications, quantity, and destination(s) of coal to be supplied under this Agreement are predicated on Environmental-Related Requirements that were known and in effect as of January l,
Appears in 1 contract
Samples: Coal Purchase and Sale Agreement
CHANGES IN ENVIRONMENTAL-RELATED REQUIREMENTS. (a) The term "Environmental-Environmental Related Requirement," whether as used in the singular or the pluralthis Agreement, means the following:
: (1) any environmentally related prohibition, restriction, or limitation regarding the burning of coal at one or more of the destination plants; (2a) any prohibition, restriction, or limitation regarding (i) related to the quality of coal that which PURCHASER may burn (includingburn, without limitation, including any constituent specification) , at one its electric generating plants, or more of the destination plants or (ii) to the type or amount of emissions from any or all such plant(s)plants; (3b) any rule or requirement affecting the permissible means for complying with any such prohibition, restriction, restriction or limitation; or (4c) any 50 56 imposition of a cost, fee, tax, tax or other economic burden on PURCHASER related relating to (i) the production of electricity (either generally or by means of coal-fired steam electric generation), (ii) the quantity of coal purchased or and/or burned by PURCHASER at one or more of the destination plantsPURCHASER, (iii) any constituent specification of coal purchased by PURCHASER, or burned by PURCHASER at such plant(s), (iv) the type or amount of emissions from such plant(s), or (v) the installation of any type of environmental-related equipment required by any regulatory authority to which PURCHASER is subject. In addition, the term shall be deemed to include PURCHASER's strategy, as determined by PURCHASER in its reasonable judgment, for compliance with Environmental-Related Requirements.
(b) electric generating plants. A change in Environmental-Environmental Related Requirements shall be deemed to have occurred in any one or more of the following circumstances: (1a) there is any increase or decrease in existing Environmental-Environmental Related Requirements, ; (iib) PURCHASER decidesPURCHASER, in the exercise of its reasonable sole judgment, decides to change its strategy for compliance with any such existing Environmental-Environmental Related Requirements; or (iiic) a new Environmental-Environmental Related Requirement is imposed on PURCHASER as a result of any federal or state lawstatute, local ordinance, administrative regulation or ruling, local ordinance. court order or decisionorder, or any revision in the any interpretation or implementation of such law, regulation, ruling, ordinance, order, or decisionthereof. The Parties acknowledge and agree In the event that it is recognized that a change in Environmental-Environmental Related Requirements upon PURCHASER may occur even though (i) such requirement is stated as a restrictionrestriction or limitation on, limitation. or obligation imposed on requirement of, PURCHASER and its affiliates or some other group of utilities or utilities, so long as (iii) such requirement affects restriction or limitation appears to be likely and imminently applicable to PURCHASER, then SELLER and PURCHASER agree to negotiate in good faith to develop a mutually reasonable plan of mitigation. It is further recognized that any change in Environmental Related Requirements may affect PURCHASER in a general way and is may not be directed at specific plants, fuels, fuel supplies, supplies or other operating conditions.
(c) . In this event PURCHASER shall, in its sole discretion, determine its strategy for compliance, and whether PURCHASER's use of the 51 57 coal to be supplied hereunder has been adversely impacted. The Parties acknowledge and agree that the provisions of this Section 11.2 16.01 are intended to provide rights in addition to the rights provided in Section 11.1 and that the 15.01. The price, specifications, quantity, quantity and destination(s) destination of coal to be supplied under this Agreement purchased hereunder are predicated on Environmental-Environmental Related Requirements that were known and in effect as of January l,the Trigger Date. In the event and whenever after such date, there is a change in Environmental Related Requirements, PURCHASER shall determine whether such change has had or may have an adverse impact on its use of the coal purchased hereunder. It is agreed that any change in Environmental Related Requirements which has one or more of the following effects shall be deemed to have an adverse impact on PURCHASER's use of the coal purchased hereunder, even though the statute, regulation, ruling or ordinance may allow PURCHASER a choice of options for complying with such changed Environmental Related Requirements (which choice may include the payment of a fee or tax in lieu of the installation of equipment, or utilization of coal of different constituent specifications, or the reduction in the overall use of coal by PURCHASER): (a) the change imposes a fee, tax, or other economic burden on PURCHASER relating to the constituent specifications of coal purchased by it or on the type or amount of emissions from PURCHASER's electric generating plants; (b) the change directly or indirectly prevents or restricts PURCHASER from utilizing the coal purchased hereunder in one or more of its electric generating plants; (c) the change requires PURCHASER to install equipment (such as flue gas desulfurization equipment or particulate removal equipment) at one or more of its electric generating plants in order to comply with such change; or (d) the change requires or permits PURCHASER to utilize coal of a quality (including, but not limited to, sulfur) different from that specified in Section 10.01.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Louisiana Generating LLC)
