Common use of Limited Assignment Clause in Contracts

Limited Assignment. (a) Effective on the latest date on which this Assignment Agreement is executed by Anaheim, Anaheim hereby assigns, transfers, and conveys to SCPPA, and SCPPA hereby accepts and assumes, all of Anaheim’s rights (“Assigned Product Rights”) and obligations under the PPA to purchase, receive, and pay for the products described in Appendix 1 (“Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights are further limited or described in the “Further Information/Limitations” section on Appendix 1 and subject to the following additional terms: (1) Anaheim hereby assigns to SCPPA the obligation to purchase the Assigned Products and pay the APC Contract Price (as defined in Appendix 1) for all Assigned Products that are actually delivered to or for the account of SCPPA or its assigns pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and, together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”), provided that the Parties acknowledge and agree that PPA Seller will be obligated to deliver a single, consolidated Payment Invoice (as defined in the PPA) to Anaheim during the Assignment Period and shall simultaneously deliver copies thereof to X. Xxxx and SCPPA. Anaheim expressly retains all of its other rights and obligations under the PPA. Anaheim agrees that it will remain responsible for all payments due to PPA Seller pursuant to the Delivered Product Payment Obligation within five (5) Business Days (as defined in the PPA) of receiving Notice (as defined in the PPA) of non-payment from PPA Seller; (2) All scheduling of Assigned Products under the PPA shall continue to take place between Anaheim and PPA Seller pursuant to the terms of the PPA; provided that (i) title to Assigned Products will pass from PPA Seller to SCPPA or its assigns upon PPA Seller’s delivery in accordance with the PPA; (ii) Anaheim is authorized by SCPPA to and shall act as the Scheduling Coordinator, as that term is defined in the PPA, with regard to scheduling Assigned Products; (iii) Anaheim will provide copies to SCPPA and its assigns of any Notice (as defined in the PPA) of Force Majeure or an Event of Default or default, breach, or other occurrence that if not cured within the applicable grace period could result in an Event of Default, which must be provided contemporaneously with any delivery of such Notice to PPA Seller and, as applicable, any collateral assignee or promptly after receipt thereof from PPA Seller; (iv) to the extent such additional notices, reports and updates are provided, PPA Seller will provide copies to SCPPA and its assigns of forecasts delivered to Anaheim in accordance with Section [ ]), and Exhibit D of the PPA (and any updates to such forecasts); (v) to the extent such additional notices, reports and updates are provided, PPA Seller will provide copies to SCPPA and its assigns of all Payment Invoices and supporting data that it provides to Anaheim pursuant to Section [ ] of the PPA, provided that any payment adjustments or subsequent reconciliations occurring after the date that is 10 days prior to the payment due date for a Payment Invoice will be resolved solely between Anaheim and PPA Seller, and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to SCPPA or its assigns; and (vi) Anaheim and PPA Seller, as applicable, will provide copies to SCPPA and its assigns of any other information reasonably requested by SCPPA or its assigns relating to Assigned Products; (3) Notwithstanding any other provision of this Assignment Agreement, Anaheim shall be entitled to retain for its own account all amounts payable by CAISO associated with delivery of the Assigned Products to CAISO, including where Anaheim is the Scheduling Coordinator for the Generating Facility (as defined in the PPA) and through scheduling of ISTs (as defined below); and (4) If the Clean Energy Purchase Contract between Anaheim and SCPPA, dated [ ], is terminated pursuant to the terms thereof, then (i) this Assignment Agreement shall terminate on the same date; (ii) SCPPA shall promptly notify each of the other Parties hereto of such termination; and (iii) upon any such termination, the rights and obligations hereby assigned shall immediately revert to Anaheim as if the Assignment Agreement never existed. As used in this clause (1)(a) above, the following terms have the meanings specified below:

Limited Assignment. (a) Effective on the latest date on which this Assignment Agreement is executed by Anaheim, Anaheim hereby assigns, transfers, and conveys to SCPPA, and SCPPA hereby accepts and assumes, all of Anaheim’s rights (“Assigned Product Rights”) and obligations under the PPA to purchase, receive, and pay for the products described in Appendix 1 (“Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights are further limited or described in the “Further Information/Limitations” section on Appendix 1 and subject to the following additional terms: (1) Anaheim hereby assigns to SCPPA the obligation to purchase the Assigned Products and pay the APC Contract Price (as defined in Appendix 1) for all Assigned Products that are actually delivered to or for the account of SCPPA or its assigns pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and, together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”), provided that the Parties acknowledge and agree that PPA Seller Sellers will be obligated to deliver a single, consolidated Payment Invoice (as defined in the PPA) billing statements to Anaheim during the Assignment Period and shall simultaneously deliver copies thereof to X. Xxxx and SCPPA. Anaheim expressly retains all of its other rights and obligations under the PPA. Anaheim agrees that it will remain responsible for all payments due to PPA Seller Sellers pursuant to the Delivered Product Payment Obligation within five ten (510) Business Days (as defined in the PPA) of receiving Notice (as defined in the PPA) notice of non-payment from PPA SellerSellers; (2) All scheduling of Assigned Products under the PPA shall continue to take place between Anaheim and PPA Seller Sellers pursuant to the terms of the PPA; provided that that (i) title to Assigned Products will pass from PPA Seller Sellers to SCPPA or its assigns upon delivery by PPA Seller’s delivery Sellers in accordance with the PPA; (ii) Anaheim is authorized by SCPPA to and shall act as the Scheduling Coordinator, as that term is defined in the PPA, with regard to scheduling Assigned Products; (iii) Anaheim will provide copies to SCPPA and its assigns of any Notice (as defined in the PPA) notice of Force Majeure or an Event of Default or default, breach, or other occurrence that if not cured within the applicable grace period could result in an Event of Default, which must be provided contemporaneously with any delivery of such Notice notice to a PPA Seller and, as applicable, any collateral assignee or promptly after receipt thereof from a PPA Seller; (iv) to the extent such additional notices, reports and updates are provided, PPA Seller Sellers will provide copies to SCPPA and its assigns of forecasts delivered to Anaheim in accordance with Section [ ])8.1 of the PPA and sections 3, 4, 5, 6, 7, 8, 9, and Exhibit D 10 of Appendix C to the PPA (and any updates to such forecasts); (v) to the extent such additional notices, reports and updates are provided, PPA Seller Sellers will provide copies to SCPPA and its assigns of all Payment Invoices billing statements and supporting data that it provides to Anaheim pursuant to Section [ ] 15 of the PPA, provided that any payment adjustments or subsequent reconciliations occurring after the date that is 10 days prior to the payment due date for a Payment Invoice billing statement will be resolved solely between Anaheim and the PPA SellerSellers, and therefore the PPA Seller Sellers will not be obligated to deliver copies of any communications relating thereto to SCPPA or its assigns; and (vi) Anaheim and PPA SellerSellers, as applicable, will provide copies to SCPPA and its assigns of any other information reasonably requested by SCPPA or its assigns relating to Assigned Products; (3) Notwithstanding any other provision of this Assignment Agreement, Anaheim shall be entitled to retain for its own account all amounts payable by CAISO associated with delivery of the Assigned Products to CAISO, including where Anaheim is the Scheduling Coordinator for the Generating Facility Facilities (as defined in the PPA) and through scheduling of ISTs (as defined below); and (4) If the Clean Energy Purchase Contract between Anaheim and SCPPA, dated [ ], is terminated pursuant to the terms thereof, then (i) this Assignment Agreement shall terminate on the same date; (ii) SCPPA shall promptly notify each of the other Parties hereto of such termination; and (iii) upon any such termination, the rights and obligations hereby assigned shall immediately revert to Anaheim as if the Assignment Agreement never existed. As used in this clause (1)(a) above, the following terms have the meanings specified below:

Limited Assignment. (a) Effective on the latest date on which this Assignment Agreement is executed by Anaheim, Anaheim SCPPA hereby assigns, transfers, transfers and conveys to SCPPAX. Xxxx, and SCPPA hereby X. Xxxx xxxxxx accepts and assumes, all of AnaheimSCPPA’s rights (“Assigned Product Rights”) and obligations under the PPA Anaheim Assignment Agreement to purchase, receive, and pay for the products described in Appendix 1 (“Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights are limited and further limited or described in Section 1 of the Anaheim Assignment Agreement and Appendix 1 to the Anaheim Assignment (the “Further Information/Limitations” section on Appendix 1 and subject Assigned Product Rights”). All Assigned Products shall be delivered pursuant to the following additional terms:terms and conditions of this Assignment Agreement during the Assignment Period as defined in Appendix 1. All other rights of Anaheim under the PPA are expressly reserved for Anaheim as provided in the Anaheim Assignment Agreement. (1) Anaheim SCPPA hereby assigns to SCPPA X. Xxxx, and X. Xxxx assumes, the obligation to purchase the Assigned Products and pay the APC Contract Price (as defined in Appendix 1) for all Assigned Products that are actually delivered to or for the account of SCPPA or its assigns X. Xxxx pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and, together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”), provided that the Parties acknowledge and agree that PPA Seller will be obligated to deliver a single, consolidated Payment Invoice (as defined in the PPA) to Anaheim during the Assignment Period and shall deliver simultaneously deliver copies a copy thereof to X. Xxxx and SCPPA. All other obligations of Anaheim expressly retains all of its other rights and obligations under the PPA are expressly retained by Anaheim as provided in the Anaheim Assignment Agreement. The Parties acknowledge that, to the extent X. Xxxx fails to pay for any Assigned Products by the due date for payment set forth in the PPA. , Anaheim agrees has agreed in the Anaheim Assignment Agreement that it will remain responsible for all payments due to PPA Seller pursuant to the Delivered Product Payment Obligation within five (5) Business Days (as defined in the PPA) of receiving Notice (as defined in the PPA) of non-non- payment from PPA Seller; (2) All scheduling of Assigned Products under the PPA shall continue to take place between Anaheim and PPA Seller pursuant to the terms of the PPAPPA and the Anaheim Assignment Agreement; provided that that (i) title to Assigned Products will pass from PPA Seller to SCPPA or its assigns X. Xxxx upon PPA Seller’s delivery in accordance with the PPA; (ii) Anaheim is authorized by SCPPA X. Xxxx to and shall act as the Scheduling Coordinator, as that term is defined in the PPA, with regard to scheduling Assigned Products; (iii) Anaheim SCPPA will provide copies to SCPPA and its assigns X. Xxxx of any Notice (as defined in the PPA) of Force Majeure or an Event of Default or default, breach, or other occurrence that if not cured within the applicable grace period could result in an Event of Default, which must be provided contemporaneously with any delivery of such Notice to PPA Seller and, as applicable, any collateral assignee or promptly after receipt thereof from PPA Seller; (iv) to the extent such additional notices, reports and updates are provided, PPA Seller will provide copies to SCPPA and its assigns of forecasts delivered to Anaheim in accordance with Section [ ]), and Exhibit D of the PPA (and any updates to such forecasts); (v) to the extent such additional notices, reports and updates are provided, PPA Seller will provide copies to SCPPA and its assigns of all Payment Invoices and supporting data that it provides to Anaheim pursuant to Section [ ] of the PPA, provided that any payment adjustments or subsequent reconciliations occurring after the date that is 10 days prior to the payment due date for a Payment Invoice will be resolved solely between Anaheim and PPA Seller, and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to SCPPA or its assigns; and (vi) Anaheim and PPA Seller, as applicable, will provide copies to SCPPA and its assigns of any other information reasonably requested by SCPPA or its assigns relating to Assigned Products; (3) Notwithstanding any other provision of this Assignment Agreement, Anaheim shall be entitled to retain for its own account all amounts payable by CAISO associated with delivery of the Assigned Products to CAISO, including where Anaheim is the Scheduling Coordinator for the Generating Facility (as defined in the PPA) and through scheduling of ISTs (as defined below); and (4) If the Clean Energy Purchase Contract between Anaheim and SCPPA, dated [ ], is terminated pursuant to the terms thereof, then (i) this Assignment Agreement shall terminate on the same date; (ii) SCPPA shall promptly notify each of the other Parties hereto of such termination; and (iii) upon any such termination, the rights and obligations hereby assigned shall immediately revert to Anaheim as if the Assignment Agreement never existed. As used in this clause (1)(a) above, the following terms have the meanings specified below:

Limited Assignment. (a) Effective on the latest date on which this Assignment Agreement is executed by Anaheim, Anaheim hereby assigns, transfers, and conveys to SCPPA, and SCPPA hereby accepts and assumes, all of Anaheim’s rights (“Assigned Product Rights”) and obligations under the PPA to purchase, receive, and pay for the products described in Appendix 1 (“Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights are further limited or described in the “Further Information/Limitations” section on Appendix 1 and subject to the following additional terms: (1) Anaheim hereby assigns to SCPPA the obligation to purchase the Assigned Products and pay the APC Contract Price (as defined in Appendix 1) for all Assigned Products that are actually delivered to or for the account of SCPPA or its assigns pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and, together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”), provided that the Parties acknowledge and agree that PPA Seller will be obligated to deliver a single, consolidated Payment Invoice (as defined in the PPA) to Anaheim during the Assignment Period and shall simultaneously deliver copies thereof to X. Xxxx and SCPPA. Anaheim expressly retains all of its other rights and obligations under the PPA. Anaheim agrees that it will remain responsible for all payments due to PPA Seller pursuant to the Delivered Product Payment Obligation within five (5) Business Days (as defined in the PPA) of receiving Notice (as defined in the PPA) of non-payment from PPA Seller; (2) All scheduling of Assigned Products under the PPA shall continue to take place between Anaheim and PPA Seller pursuant to the terms of the PPA; provided that (i) title to Assigned Products will pass from PPA Seller to SCPPA or its assigns upon PPA Seller’s delivery in accordance with the PPA; (ii) Anaheim is authorized by SCPPA to and shall act as the Scheduling Coordinator, as that term is defined in the PPA, with regard to scheduling Assigned Products; (iii) Anaheim will provide copies to SCPPA and its assigns of any Notice (as defined in the PPA) of Force Majeure or an Event of Default or default, breach, or other occurrence that if not cured within the applicable grace period could result in an Event of Default, which must be provided contemporaneously with any delivery of such Notice to PPA Seller and, as applicable, any collateral assignee or promptly after receipt thereof from PPA Seller; (iv) to the extent such additional notices, reports and updates are provided, PPA Seller will provide copies to SCPPA and its assigns of forecasts delivered to Anaheim in accordance with Section [ ]Sections 3.14, 3.15, 10.09(c), and Exhibit D of the PPA (and any updates to such forecasts); (v) to the extent such additional notices, reports and updates are provided, PPA Seller will provide copies to SCPPA and its assigns of all Payment Invoices and supporting data that it provides to Anaheim pursuant to Section [ ] 3.22 and Exhibit E of the PPA, provided that any payment adjustments or subsequent reconciliations occurring after the date that is 10 days prior to the payment due date for a Payment Invoice will be resolved solely between Anaheim and PPA Seller, and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to SCPPA or its assigns; and (vi) Anaheim and PPA Seller, as applicable, will provide copies to SCPPA and its assigns of any other information reasonably requested by SCPPA or its assigns relating to Assigned Products; (3) Notwithstanding any other provision of this Assignment Agreement, Anaheim shall be entitled to retain for its own account all amounts payable by CAISO associated with delivery of the Assigned Products to CAISO, including where Anaheim is the Scheduling Coordinator for the Generating Facility (as defined in the PPA) and through scheduling of ISTs (as defined below); and (4) If the Clean Energy Purchase Contract between Anaheim and SCPPA, dated [ ], is terminated pursuant to the terms thereof, then (i) this Assignment Agreement shall terminate on the same date; (ii) SCPPA shall promptly notify each of the other Parties hereto of such termination; and (iii) upon any such termination, the rights and obligations hereby assigned shall immediately revert to Anaheim as if the Assignment Agreement never existed. As used in this clause (1)(a) above, the following terms have the meanings specified below: