Common use of Exclusivity; Rights to Output and Payments Clause in Contracts

Exclusivity; Rights to Output and Payments. Seller will not commit less than an entire Unit to Buyer nor dispatch or operate a Unit, or any portion thereof, nor sell any Product associated with a Unit to any Person other than Buyer (other than pursuant to an Instructed Operation as set forth in Section 3.5(c)). For the avoidance of doubt, Seller shall not cause the Unit to become subject to an RMR agreement or any other obligation to operate a Unit or deliver a Product to any other Person other than pursuant to an Instructed Operation, [For qualifying co-generation facilities add: or in accordance with the provisions of Appendix II] and Buyer shall have the exclusive right to enter into an RMR agreement with respect to any Unit and/or resell any Product from any Unit, provided in each case that the RMR agreement or resale would not result in a violation of the Operational Limitations of the affected Unit. Subject to the reporting requirements of Section 3.5, nothing herein shall bar Seller from complying with Instructed Operations; provided that if Seller receives an Instructed Operation other than through Buyer, it should advise the entity issuing the instruction that such communications are to be made to its Scheduling Coordinator, and in any event, Seller shall promptly report such event in accordance with Section 3.5(b). Seller acknowledges and agrees that Buyer may take whatever measures it elects to protest, challenge, eliminate, institute or modify any Instructed Operation, which may include communicating directly with the Governmental Authority or Transmission Provider, as applicable, responsible for such Instructed Operation. If during the Services Term Seller requires the ability to operate other than pursuant to Buyer’s Schedule or as otherwise expressly contemplated herein (for example, for the purpose of conducting environmental testing or to test newly installed equipment), it shall notify Buyer, and Buyer and Seller shall work in good faith to accommodate Seller’s need consistent with other provisions of this Agreement, provided Seller shall be liable for Buyer’s reasonable costs in accommodating Seller’s requests. Operations undertaken pursuant to the prior sentence shall not be deemed to be part of Buyer’s Schedule. At all other times during the Services Term, Seller shall sell and make available exclusively to Buyer all the Products of the Units. To the extent that Seller receives any payment associated with the Capacity or the Products, including non-Energy or fixed payments received for or in connection with Resource Adequacy Requirements, Instructed Operations or any RMR agreement, from any Person (including the Transmission Provider) other than Buyer, Seller shall remit such payment to Buyer (“Third Party Payments”); provided that, for the avoidance of doubt, nothing herein precludes Seller from retaining credits related to Transmission Upgrades as contemplated pursuant to Section 3.1(f). Invoicing and payment for all amounts due from one Party to the other Party as necessary to implement this provision shall be done pursuant to Article VI.

Exclusivity; Rights to Output and Payments. Except with respect to the Products not required to be purchased by or sold to Buyer as contemplated under Section 3.1(a) (the “Excess Products”), Seller will not commit less than an Buyer’s Percentage of the entire Unit Project to Buyer nor dispatch or operate a Unit, or any portion thereofBuyer, nor sell any Product associated with a Unit Buyer’s Percentage of the Project to any Person other than Buyer (other than pursuant to an Instructed Operation as set forth in Section 3.5(c)Operation). For the avoidance of doubt, the exclusivity requirements of this Section 3.1(c) shall not apply to any Excess Products and Seller shall not be prohibited in any manner whatsoever from selling such Excess Products to any third party. Except with respect to the Excess Products, Seller may not enter into any agreement or arrangement under which Products described in Section 3.1(a) may be claimed by any Person other than Buyer for purpose of satisfying such Person’s obligations to PJM or any other independent system operator having jurisdiction over such Person or the Project. For the avoidance of doubt, except with respect to the Excess Products, Seller shall not cause the Unit Project to become subject to an RMR agreement or any other obligation to operate a Unit or deliver a Product to any other Person other than pursuant to an Instructed Operation, [For qualifying co-generation facilities add: or in accordance with the provisions of Appendix II] and Buyer shall have the exclusive right to enter into an RMR agreement with respect to any Unit and/or resell any Product from any Unit, provided the Project up to the quantities set forth in each case that the RMR agreement or resale would not result in a violation of the Operational Limitations of the affected UnitSection 3.1(a). Subject to the reporting requirements of Section 3.5, nothing herein shall bar Seller from complying with Instructed Operations; provided that if Seller receives an Instructed Operation other than through Buyer, it should advise the entity issuing the instruction that such communications are to be made to Buyer in its Scheduling Coordinator, and in any eventcapacity as a Participating Transmission Owner, Seller shall promptly report such event in accordance with Section Sections 3.5(b) and (c). Seller acknowledges and agrees that Buyer may take whatever measures it elects to protest, challenge, eliminate, institute protest or modify challenge any Instructed Operation, which may include communicating directly with the Governmental Authority or Transmission ProviderPJM, as applicable, responsible for such Instructed Operation. If during the Services Term or Pre-Services Term Period Seller requires the ability to operate other than pursuant to Buyer’s Schedule or as otherwise expressly contemplated herein (for example, for the purpose of conducting environmental testing or to test newly installed equipment), it shall notify Buyer, and Buyer and Seller shall work in good faith to accommodate Seller’s need consistent with other provisions of this Agreement, provided Seller shall be liable for Buyer’s reasonable costs in accommodating Seller’s requests. Operations undertaken pursuant to the prior sentence shall not be deemed to be part of Buyer’s Schedule. At all other times during the Services Term, Seller shall sell and make available exclusively to Buyer all the Products of the Units. To the extent that Seller receives any payment associated with the Capacity or the ProductsProducts to be delivered to Buyer hereunder, including non-Energy or fixed payments associated with such Products received for or in connection with Resource Adequacy Requirements, Requirements or Instructed Operations or any RMR agreement, from any Person (including the Transmission Provider) other than Buyer, Seller shall remit such payment to Buyer (“Third Party Payments”); provided that, for the avoidance of doubt, nothing herein precludes Seller from retaining credits related to Transmission Upgrades as contemplated pursuant to Section 3.1(f). Invoicing and payment for all amounts due from one Party to the other Party as necessary to implement this provision shall be done made pursuant to Article VI. For the avoidance of doubt, Seller may execute agreements for the sale of Excess Products consistent with the terms of this Agreement prior to the completion of such performance.

Exclusivity; Rights to Output and Payments. Seller will not commit less than an entire Unit to Buyer nor dispatch or operate a Unit, or any portion thereof, nor sell any Product associated with a Unit to any Person other than Buyer (other than pursuant to an Instructed Operation as set forth in Section 3.5(c)). For the avoidance of doubt, Seller shall not cause the Unit to become subject to an RMR agreement or any other obligation to operate a Unit or deliver a Product to any other Person other than pursuant to an Instructed Operation, [For qualifying co-generation facilities add: or in accordance with the provisions of Appendix II] and Buyer shall have the exclusive right to enter into an RMR agreement with respect to any Unit and/or resell any Product from any Unit, provided in each case that the RMR agreement or resale would not result in a violation of the Operational Limitations of the affected Unit. Subject to the reporting requirements of Section 3.5, nothing herein shall bar Seller from complying with Instructed Operations; provided that if Seller receives an Instructed Operation other than through Buyer, it should advise the entity issuing the instruction that such communications are to be made to its Scheduling Coordinator, and in any event, Seller shall promptly report such event in accordance with Section 3.5(b). Seller acknowledges and agrees that Buyer may take whatever measures it elects to protest, challenge, eliminate, institute or modify any Instructed Operation, which may include communicating directly with the Governmental Authority or Transmission Provider, as applicable, responsible for such Instructed Operation. If during the Services Term Seller requires the ability to operate other than pursuant to Buyer’s Schedule or as otherwise expressly contemplated herein (for example, for the purpose of conducting environmental testing or to test newly installed equipment), it shall notify Buyer, and Buyer and Seller shall work in good faith to accommodate Seller’s need consistent with other provisions of this Agreement, provided Seller shall be liable for Buyer’s reasonable costs in accommodating Seller’s requests. Operations undertaken pursuant to the prior sentence shall not be deemed to be part of Buyer’s Schedule. At all other times during the Services Term, Seller shall sell and make available exclusively to Buyer all the Products of the Units. To the extent that Seller receives any payment associated with the Capacity or the Products, including non-Energy or fixed payments received for or in connection with Resource Adequacy Requirements, Instructed Operations or any RMR agreement, from any Person (including the Transmission Provider) other than Buyer, Seller shall remit such payment to Buyer (“Third Party Payments”); provided that, for the avoidance of doubt, nothing herein precludes Seller from retaining credits related to prior Transmission Upgrades as contemplated pursuant to Section 3.1(f). Invoicing and payment for all amounts due from one Party to the other Party as necessary to implement this provision shall be done pursuant to Article VI.

Exclusivity; Rights to Output and Payments. Except with respect to the Products not required to be purchased by or sold to Buyer as contemplated under Section 3.1(a) (the “Excess Products”), Seller will not commit less than an Buyer’s Percentage of the entire Unit Project to Buyer nor dispatch or operate a Unit, or any portion thereofBuyer, nor sell any Product associated with a Unit Buyer’s Percentage of the Project to any Person other than Buyer (other than pursuant to an Instructed Operation as set forth in Section 3.5(c)Operation). For the avoidance of doubt, the exclusivity requirements of this Section 3.1(c) shall not apply to any Excess Products and Seller shall not be prohibited in any manner whatsoever from selling such Excess Products to any third party. Except with respect to the Excess Products, Seller may not enter into any agreement or arrangement under which Products described in Section 3.1(a) may be claimed by any Person other than Buyer for purpose of satisfying such Person’s obligations to PJM or any other independent system operator having jurisdiction over such Person or the Project. For the avoidance of doubt, except with respect to the Excess Products, Seller shall not cause the Unit Project to become subject to an RMR agreement or any other obligation to operate a Unit or deliver a Product to any other Person other than pursuant to an Instructed Operation, [For qualifying co-generation facilities add: or in accordance with the provisions of Appendix II] and Buyer shall have the exclusive right to enter into an RMR agreement with respect to any Unit and/or resell any Product from any Unit, provided the Project up to the quantities set forth in each case that the RMR agreement or resale would not result in a violation of the Operational Limitations of the affected UnitSection 3.1(a). Subject to the reporting requirements of Section 3.5, nothing herein shall bar Seller from complying with Instructed Operations; provided that if Seller receives an Instructed Operation other than through Buyer, it should advise the entity issuing the instruction that such communications are to be made to Buyer in its Scheduling Coordinator, and in any eventcapacity as a Participating Transmission Owner, Seller shall promptly report such event in accordance with Section Sections 3.5(b) and (c). Seller acknowledges and agrees that Buyer Xxxxx may take whatever measures it elects to protest, challenge, eliminate, institute protest or modify challenge any Instructed Operation, which may include communicating directly with the Governmental Authority or Transmission ProviderPJM, as applicable, responsible for such Instructed Operation. If during the Services Term or Pre-Services Term Period Seller requires the ability to operate other than pursuant to Buyer’s Schedule or as otherwise expressly contemplated herein (for example, for the purpose of conducting environmental testing or to test newly installed equipment), it shall notify Buyer, and Buyer and Seller shall work in good faith to accommodate Seller’s need consistent with other provisions of this Agreement, provided Seller shall be liable for Buyer’s reasonable costs in accommodating Seller’s requests. Operations undertaken pursuant to the prior sentence shall not be deemed to be part of Buyer’s Schedule. At all other times during the Services Term, Seller shall sell and make available exclusively to Buyer all the Products of the Units. To the extent that Seller receives any payment associated with the Capacity or the ProductsProducts to be delivered to Buyer hereunder, including non-Energy or fixed payments associated with such Products received for or in connection with Resource Adequacy Requirements, Requirements or Instructed Operations or any RMR agreement, from any Person (including the Transmission Provider) other than Buyer, Seller shall remit such payment to Buyer (“Third Party Payments”); provided that, for the avoidance of doubt, nothing herein precludes Seller from retaining credits related to Transmission Upgrades as contemplated pursuant to Section 3.1(f). Invoicing and payment for all amounts due from one Party to the other Party as necessary to implement this provision shall be done made pursuant to Article VI. For the avoidance of doubt, Seller may execute agreements for the sale of Excess Products consistent with the terms of this Agreement prior to the completion of such performance.

Exclusivity; Rights to Output and Payments. Except with respect to the Products not required to be purchased by or sold to Buyer as contemplated under Section 3.1(a) and the definition of Maximum Contract Capacity Amount in Section 1.1 (the “Excess Products”), Seller will not commit less than an the entire Unit Project to Buyer nor dispatch or operate a Unit, or any portion thereofBuyer, nor sell any Product associated with a Unit the Project to any Person other than Buyer (other than pursuant to an Instructed Operation as set forth in Section 3.5(c)Operation). For the avoidance of doubt, the exclusivity requirements of this Section 3.1(c) shall not apply to any Excess Products and Seller shall not be prohibited in any manner whatsoever from selling such Excess Products to any third party. Except with respect to the Excess Products, Seller may not enter into any agreement or arrangement under which Products described in Section 3.1(a) may be claimed by any Person other than Buyer for purpose of satisfying such Person’s obligations to PJM or any other independent system operator having jurisdiction over such Person or the Project. For the avoidance of doubt, except with respect to the Excess Products, Seller shall not cause the Unit Project to become subject to an RMR agreement or any other obligation to operate a Unit or deliver a Product to any other Person other than pursuant to an Instructed Operation, [For qualifying co-generation facilities add: or in accordance with the provisions of Appendix II] and Buyer shall have the exclusive right to enter into an RMR agreement with respect to any Unit and/or resell any Product from any Unit, provided the Project up to the quantities set forth in each case that the RMR agreement or resale would not result in a violation of the Operational Limitations of the affected UnitSection 3.1(a). Subject to the reporting requirements of Section 3.5, nothing herein shall bar Seller from complying with Instructed Operations; provided that if Seller receives an Instructed Operation other than through Buyer, it should advise the entity issuing the instruction that such communications are to be made to Buyer in its Scheduling Coordinator, and in any eventcapacity as a Participating Transmission Owner, Seller shall promptly report such event in accordance with Section Sections 3.5(b) and (c). Seller acknowledges and agrees that Buyer may take whatever measures it elects to protest, challenge, eliminate, institute protest or modify challenge any Instructed Operation, which may include communicating directly with the Governmental Authority or Transmission ProviderPJM, as applicable, responsible for such Instructed Operation. If during the Services Term or Pre-Services Term Period Seller requires the ability to operate other than pursuant to Buyer’s Schedule or as otherwise expressly contemplated herein (for example, for the purpose of conducting environmental testing or to test newly installed equipment), it shall notify Buyer, and Buyer and Seller shall work in good faith to accommodate Seller’s need consistent with other provisions of this Agreement, provided Seller shall be liable for Buyer’s reasonable costs in accommodating Seller’s requests. Operations undertaken pursuant to the prior sentence shall not be deemed to be part of Buyer’s Schedule. At all other times during the Services Term, Seller shall sell and make available exclusively to Buyer all the Products of the Units. To the extent that Seller receives any payment associated with the Capacity or the ProductsProducts to be delivered to Buyer hereunder, including non-Energy or fixed payments associated with such Products received for or in connection with Resource Adequacy Requirements, Requirements or Instructed Operations or any RMR agreement, from any Person (including the Transmission Provider) other than Buyer, Seller shall remit such payment to Buyer (“Third Party Payments”); provided that, for the avoidance of doubt, nothing herein precludes Seller from retaining credits related to Transmission Upgrades as contemplated pursuant to Section 3.1(f). Invoicing and payment for all amounts due from one Party to the other Party as necessary to implement this provision shall be done made pursuant to Article VI. For the avoidance of doubt, Buyer shall have first priority to any Products generated by, delivered from or otherwise allocated to, the Project up to the quantities set forth in Section 3.1(a) and as set forth in the definition of Maximum Contract Capacity Amount, and the off-takers of any Excess Products shall be entitled to take such Excess Products only after Seller’s obligations to deliver Products pursuant to Section 3.1(a) shall have been performed in full, on an hourly basis (for Delivered Energy and associated Environmental Attributes) and on a monthly basis (for Maximum Contract Capacity Amount). For the avoidance of doubt, Seller may execute agreements for the sale of such Excess Products consistent with the terms of this Agreement prior to the completion of such performance.