Common use of Limitations on Seller’s and Seller’s Affiliates Clause in Contracts

Limitations on Seller’s and Seller’s Affiliates. Ability to Make or Agree to Third Party Sales from the Site after Certain Terminations of this Agreement. If Seller terminates this Agreement, as provided in Sections 2.03(a)(i)(2), 2.03(a)(i)(3), or 5.04 (based on a Force Majeure as to which Seller is the Claiming Party), or if SCE terminates this Agreement as provided in Section 3.06(d), or due to an Event of Default of Seller prior to Commercial Operation Deadline, neither Seller nor Seller’s Affiliates may sell, or enter into a contract to sell, electric energy, Green Attributes, Capacity Attributes, or Resource Adequacy Benefits, generated by, associated with or attributable to a generating facility installed at the Site to a party other than SCE for a period of two (2) years following the effective date of such termination (the “Restricted Period”). This prohibition on contracting and sale will not apply if, before entering into such contract or making a sale to a party other than SCE, Seller or Seller’s Affiliate provides SCE with a written offer to sell the electric energy, Green Attributes, Capacity Attributes and Resource Adequacy Benefits to SCE at the Product Price and on other terms and conditions materially similar to the terms and conditions contained in this Agreement and SCE fails to accept such offer within forty-five (45) days after SCE’s receipt thereof. Neither Seller nor Seller’s Affiliates may sell or transfer the Generating Facility, or any part thereof, or land rights or interests in the Site (including the Interconnection Queue Position) during the Restricted Period so long as the limitations contained in this Section 2.04(b) apply, unless the transferee agrees to be bound by the terms set forth in this Section 2.04(b) pursuant to a written agreement approved by SCE. Upon termination of this Agreement pursuant to the Sections referenced in the first paragraph of this Section 2.04(b), Seller shall deliver a Notice of SCE’s Rights in respect of the Site, in the form attached hereto as Exhibit Q, that SCE may record giving notice of SCE’s rights under this Section 2.04(b). Seller shall indemnify and hold SCE harmless from all benefits lost and other damages sustained by SCE as a result of any breach of the covenants contained within this Section 2.04(b).

Limitations on Seller’s and Seller’s Affiliates. Ability to Make or Agree to Third Party Sales from the Site after Certain Terminations of this Agreement. If Seller terminates this Agreement, as provided in Sections 2.03(a)(i)(22.04(a)(i)(2), 2.03(a)(i)(32.04(a)(i)(3), or 5.04 (based on a Force Majeure as to which Seller is the Claiming Party), or if SCE terminates this Agreement as provided in Section 3.06(d), or due to an Event of Default of Seller prior to Commercial Operation Deadline, neither Seller nor Seller’s Affiliates may sell, or enter into a contract to sell, electric energy, Green Attributes, Capacity Attributes, or Resource Adequacy Benefits, generated by, associated with or attributable to a generating facility installed at the Site to a party other than SCE for a period of two (2) years following the effective date of such termination (the “Restricted Period”). This prohibition on contracting and sale will not apply if, before entering into such contract or making a sale to a party other than SCE, Seller or Seller’s Affiliate provides SCE with a written offer to sell the electric energy, Green Attributes, Capacity Attributes and Resource Adequacy Benefits to SCE at the Product Price and on other terms and conditions materially similar to the terms and conditions contained in this Agreement and SCE fails to accept such offer within forty-five (45) days after SCE’s receipt thereof. Neither Seller nor Seller’s Affiliates may sell or transfer the Generating Facility, or any part thereof, or land rights or interests in the Site (including the Interconnection Queue Position) during the Restricted Period so long as the limitations contained in this Section 2.04(b2.05(b) apply, unless the transferee agrees to be bound by the terms set forth in this Section 2.04(b2.05(b) pursuant to a written agreement approved by SCE. Upon termination of this Agreement pursuant to the Sections referenced in the first paragraph of this Section 2.04(b2.05(b), Seller shall deliver a Notice of SCE’s Rights in respect of the Site, in the form attached hereto as Exhibit Q, that SCE may record giving notice of SCE’s rights under this Section 2.04(b2.05(b). Seller shall indemnify and hold SCE harmless from all benefits lost and other damages sustained by SCE as a result of any breach of the covenants contained within this Section 2.04(b2.05(b).

Limitations on Seller’s and Seller’s Affiliates. Ability to Make or Agree to Third Party Sales from the Site after Certain Terminations of this Agreement. If Seller terminates this Agreement, as provided in Sections 2.03(a)(i)(2), 2.03(a)(i)(3), or 5.04 (based on a Force Majeure as to which Seller is the Claiming Party), or if SCE terminates this Agreement as provided in Section 3.06(d), or due to an Event of Default of Seller prior to Commercial Operation Deadline, neither Seller nor Seller’s Affiliates may sell, or enter into a contract to sell, electric energy, Green Attributes, Capacity Attributes, or Resource Adequacy Benefits, generated by, associated with or attributable to a generating facility installed at the Site to a party other than SCE for a period of two (2) years following the effective date of such termination (the “Restricted Period”). This prohibition on contracting and sale will not apply if, before entering into such contract or making a sale to a party other than SCE, Seller or Seller’s Affiliate provides SCE with a written offer to sell the electric energy, Green Attributes, Capacity Attributes and Resource Adequacy Benefits to SCE at the Product Price and on other terms and conditions materially similar to the terms and conditions contained in this Agreement and SCE fails to accept such offer within forty-five (45) days after SCE’s receipt thereof. Neither Seller nor Seller’s Affiliates may sell or transfer the Generating Facility, or any part thereof, or land rights or interests in the Site (including the Interconnection Queue Position) during the Restricted Period so long as the limitations contained in this Section 2.04(b) apply, unless the transferee agrees to be bound by the terms set forth in this Section 2.04(b) pursuant to a written agreement approved by SCE. Upon termination of this Agreement pursuant to the Sections referenced in the first paragraph of this Section 2.04(b), Seller shall deliver a Notice of SCE’s Rights in respect of the Site, in the form attached hereto as Exhibit Q, that SCE may record giving notice of SCE’s rights under this Section 2.04(b). Seller shall indemnify and hold SCE harmless from all benefits lost and other damages sustained by SCE as a result of any breach of the covenants contained within this Section 2.04(b).. ARTICLE THREE. SELLER’S OBLIGATIONS‌ 3.01 Conveyance of Entire Output, Conveyance of Green Attributes, Capacity Attributes and Resource Adequacy Benefits.‌‌

Limitations on Seller’s and Seller’s Affiliates. Ability to Make or Agree to Third Party Sales from the Site after Certain Terminations of this Agreement. If Seller terminates this Agreement, as provided in Sections 2.03(a)(i)(22.04(a)(i)(2), 2.03(a)(i)(32.04(a)(i)(3), or 5.04 (based on a Force Majeure as to which Seller is the Claiming Party), or if SCE terminates this Agreement as provided in Section 3.06(d), or due to an Event of Default of Seller prior to Commercial Operation Deadline, neither Seller nor Seller’s Affiliates may sell, or enter into a contract to sell, electric energy, Green Attributes, Capacity Attributes, or Resource Adequacy Benefits, generated by, associated with or attributable to a generating facility installed at the Site to a party other than SCE for a period of two (2) years following the effective date of such termination (the “Restricted Period”). This prohibition on contracting and sale will not apply if, before entering into such contract or making a sale to a party other than SCE, Seller or Seller’s Affiliate provides SCE with a written offer to sell the electric energy, Green Attributes, Capacity Attributes and Resource Adequacy Benefits to SCE at the Product Price and on other terms and conditions materially similar to the terms and conditions contained in this Agreement and SCE fails to accept such offer within forty-five (45) days after SCE’s receipt thereof. Neither Seller nor Seller’s Affiliates may sell or transfer the Generating Facility, or any part thereof, or land rights or interests in the Site (including the Interconnection Queue Position) during the Restricted Period so long as the limitations contained in this Section 2.04(b2.05(b) apply, unless the transferee agrees to be bound by the terms set forth in this Section 2.04(b2.05(b) pursuant to a written agreement approved by SCE. Upon termination of this Agreement pursuant to the Sections referenced in the first paragraph of this Section 2.04(b2.05(b), Seller shall deliver a Notice of SCE’s Rights in respect of the Site, in the form attached hereto as Exhibit Q, that SCE may record giving notice of SCE’s rights under this Section 2.04(b2.05(b). Seller shall indemnify and hold SCE harmless from all benefits lost and other damages sustained by SCE as a result of any breach of the covenants contained within this Section 2.04(b2.05(b).. ARTICLE THREE. SELLER’S OBLIGATIONS‌ 3.01 Conveyance of Entire Output, Conveyance of Green Attributes, Capacity Attributes and Resource Adequacy Benefits.‌‌