Common use of Indemnities for Failure to Perform Clause in Contracts

Indemnities for Failure to Perform. Seller agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following: (a) Provide all of the Monthly Contracted Quantity in any Showing Month, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the Monthly Contracted Quantity in accordance with Section 1.5(b) or (c); (b) Submit timely and accurate Supply Plans that identify Xxxxx’s right to the Monthly Contracted Quantity for each Showing Month; (c) Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR; (d) Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines and charges. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.

Indemnities for Failure to Perform. Seller agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following: (a) : Provide all of the Monthly Contracted Quantity in any Showing Month, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the Monthly Contracted Quantity in accordance with Section 1.5(b) or (c); (b) ; Submit timely and accurate Supply Plans that identify Xxxxx’s right to the Monthly Contracted Quantity for each Showing Month; (c) ; Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR; (d) ; Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) or Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines and charges. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.

Indemnities for Failure to Perform. Seller Xxxxxx agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CPUC or the CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following: (a) Provide all any portion of the Monthly Contracted Quantity in for any Showing Monthportion of the Delivery Period, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the a Monthly Contracted Quantity in accordance with Section 1.5(b) or (c); (b) Submit timely and accurate Supply Plans that identify Xxxxx’s right to the Monthly Contracted Quantity for each Showing Month; (c) Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR;; or (d) Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines and charges. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.

Indemnities for Failure to Perform. Seller agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following: (a) : Provide all of the Monthly Contracted Quantity in any Showing Month, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the Monthly Contracted Quantity in accordance with Section 1.5(b) or (c); (b) ; Submit timely and accurate Supply Plans that identify Xxxxx’s right to the Monthly Contracted Quantity for each Showing Month; (c) ; Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR; (d) ; Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) or Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines and charges. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.. PAYMENT AND BILLING Delivered Capacity Payment Buyer shall make a monthly payment to Seller, after the applicable Showing Month, (“Delivered Capacity Payment”) equal to the product of (A x B x C). Where:

Indemnities for Failure to Perform. Seller Xxxxxx agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CPUC or the CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following: (a) Provide all any portion of the Monthly Contracted Quantity in for any Showing Monthportion of the Delivery Period, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the a Monthly Contracted Quantity in accordance compliance with Section 1.5(b) or (c); (b) Submit timely and accurate Supply Plans that identify Xxxxx’s right to the Monthly Contracted Quantity for each Showing Month; (c) Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR;; or (d) Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines penalties and chargesfines. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.

Indemnities for Failure to Perform. Seller agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following: (a) Provide all of the Monthly Contracted Quantity in any Showing Month, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the Monthly Contracted Quantity in accordance with Section 1.5(b) or (c); (b) Submit timely and accurate Supply Plans that identify XxxxxBuyer’s right to the Monthly Contracted Quantity for each Showing Month; (c) Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR; (d) Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines and charges. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.

Indemnities for Failure to Perform. Seller agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following: (a) : Provide all of the Monthly Contracted Quantity in any Showing Month, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the Monthly Contracted Quantity in accordance with Section 1.5(b) or (c); (b) ; Submit timely and accurate Supply Plans that identify XxxxxBuyer’s right to the Monthly Contracted Quantity for each Showing Month; (c) ; Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR; (d) ; Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) or Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines and charges. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.

Indemnities for Failure to Perform. Seller agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following:following:‌ (a) Provide all of the Monthly Contracted Quantity in any Showing Month, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the Monthly Contracted Quantity in accordance with Section 1.5(b) or (c); (b) Submit timely and accurate Supply Plans that identify XxxxxBuyer’s right to the Monthly Contracted Quantity for each Showing Month; (c) Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR; (d) Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines and charges. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.

Indemnities for Failure to Perform. Seller agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following: (a) : Provide all of the Monthly Contracted Quantity in any Showing Month, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the Monthly Contracted Quantity in accordance with Section 1.5(b) or (c); (b) ; Submit timely and accurate Supply Plans that identify Xxxxx’s right to the Monthly Contracted Quantity for each Showing Month; (c) ; Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR; (d) ; Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) or Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines and charges. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.. PAYMENT AND BILLING Delivered Capacity Payment Buyer shall make a monthly payment to Seller, after the applicable Showing Month, (“Delivered Capacity Payment”) equal to the product of (A x B x C) for each Resource ID in the DRAM Resource. Where:

Indemnities for Failure to Perform. Seller agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following: (a) : Provide all of the Monthly Contracted Quantity in any Showing Month, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the Monthly Contracted Quantity in accordance with Section 1.5(b) or (c); (b) ; Submit timely and accurate Supply Plans that identify XxxxxBuyer’s right to the Monthly Contracted Quantity for each Showing Month; (c) ; Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR; (d) ; Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) or Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines and charges. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.. PAYMENT AND BILLING Delivered Capacity Payment Buyer shall make a monthly payment to Seller, after the applicable Showing Month, (“Delivered Capacity Payment”) equal to the product of (A x B x C). Where:

Indemnities for Failure to Perform. Seller agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CPUC or the CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following: (a) Provide all any portion of the Monthly Contracted Quantity in for any Showing Monthportion of the Delivery Period, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the a Monthly Contracted Quantity in accordance with Section 1.5(b) or (c); (b) Submit timely and accurate Supply Plans that identify XxxxxBuyer’s right to the Monthly Contracted Quantity for each Showing Month; (c) Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR;; or (d) Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines and charges. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.

Indemnities for Failure to Perform. Seller agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following: (a) : Provide all of the Monthly Contracted Quantity in any Showing Month, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the Monthly Contracted Quantity in accordance with Section 1.5(b) or (c); (b) ; Submit timely and accurate Supply Plans that identify Xxxxx’s right to the Monthly Contracted Quantity for each Showing Month; (c) ; Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR; (d) ; Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) or Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines and charges. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.. PAYMENT AND BILLING Delivered Capacity Payment Buyer shall make a monthly payment to Seller, after the applicable Showing Month, (“Delivered Capacity Payment”) equal to the product of (A x B). Where:

Indemnities for Failure to Perform. Seller agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following: (a) Provide all of the Monthly Contracted Quantity in any Showing Month, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the Monthly Contracted Quantity in accordance with Section 1.5(b) or (c); (b) Submit timely and accurate Supply Plans that identify Xxxxx’s right to the Monthly Contracted Quantity for each Showing Month; (c) Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR; (d) Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines and charges. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.

Indemnities for Failure to Perform. Seller Xxxxxx agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from SellerXxxxxx’s failure to do, or cause to be done, any of the following:following:‌ (a) Provide all of the Monthly Contracted Quantity in any Showing Month, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the Monthly Contracted Quantity in accordance with Section 1.5(b) or (c); (b) Submit timely and accurate Supply Plans that identify Xxxxx’s right to the Monthly Contracted Quantity for each Showing Month; (c) Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR; (d) Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines and charges. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.

Indemnities for Failure to Perform. Seller Xxxxxx agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following: (a) Provide all of the Monthly Contracted Quantity in any Showing Month, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the Monthly Contracted Quantity in accordance with Section 1.5(b) or (c); (b) Submit timely and accurate Supply Plans that identify Xxxxx’s right to the Monthly Contracted Quantity for each Showing Month; (c) Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR; (d) Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines and charges. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.

Indemnities for Failure to Perform. Seller agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following:‌ (a) Provide all any portion of the Monthly Contracted Quantity in for any Showing Monthportion of the Delivery Period, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the a Monthly Contracted Quantity in accordance compliance with Section 1.5(b) or (c); (b) Submit timely and accurate Supply Plans that identify Xxxxx’s right to the Monthly Contracted Quantity for each Showing Month; (c) Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR;; or (d) Meet CPUC Resource Adequacy requirements per the CPUC 2016 Final RA Filing Guide; or (e) Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines penalties and chargesfines. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.

Indemnities for Failure to Perform. ‌ Seller agrees to indemnify, defend and hold harmless Buyer from any costs, penalties, fines or charges assessed against Buyer by the CPUC, CAISO, FERC, or any other Governmental Body with jurisdiction over Buyer, resulting from Seller’s failure to do, or cause to be done, any of the following: (a) Provide all of the Monthly Contracted Quantity in any Showing Month, except to the extent (i) such failure is solely the result of a failure by Buyer to perform any of its obligations pursuant to Section 6.2, or (ii) Seller reduces the Monthly Contracted Quantity in accordance with Section 1.5(b) or (c); (b) Submit timely and accurate Supply Plans that identify Xxxxx’s right to the Monthly Contracted Quantity for each Showing Month; (c) Comply with the requirements in Section 3.2 to enable Buyer to meet its RAR; (d) Meet CPUC Resource Adequacy requirements per the CPUC RA Filing Guide; or (e) Comply with the CAISO Tariff. With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such costs, penalties, fines and charges; provided, in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these costs, penalties, fines and charges. If Seller fails to pay the foregoing penalties, fines, charges, or costs, or fails to reimburse Buyer for those penalties, fines, charges, or costs, then Buyer may offset those penalties, fines, charges or costs against any amounts it may owe to Seller under this Agreement. Notwithstanding Seller’s obligations in Section 3.5(a), Seller is not required to indemnify or reimburse Buyer for any costs allocated to Buyer by the CAISO for any capacity procured by CAISO pursuant to the Capacity Procurement Mechanism with respect to any Shortfall Capacity.