No QF Put. Notwithstanding anything to the contrary, Seller hereby acknowledges it has no right to deliver, and expressly agrees not to deliver, QF Energy from the Facility to Buyer or any of Buyer’s Affiliates at any time during the Delivery Term.
No QF Put. Notwithstanding anything to the contrary herein, Seller shall not be entitled, and hereby expressly disclaims and knowingly, voluntarily and irrevocably waives for all purposes any and all rights under applicable Law Laws (including, without limitation, PURPA and applicable state avoided cost determinations, orders, rules and Laws implementing PURPA) or otherwise existing, to sell or deliver as QF Put Energy to Buyer (or if the host utility to Seller is not Buyer, but is another Entergy Operating Company, to such host Entergy Operating Company) during any moment in the Delivery Term an amount of energy equal to the energy associated with the Purchased Capacity (without regard to availability) at such moment (“Prohibited QF Put Energy”), and Buyer (or such host Entergy Operating Company) shall have no obligation, and may freely refuse, with or without notice to Seller, to receive, accept, purchase or pay for any Prohibited QF Put Energy delivered or attempted to be delivered to it by Seller during any portion of the Delivery Term. Buyer acknowledges that after the termination of this Agreement, Seller shall have the right to sell and deliver to Buyer (or such host Entergy Operating Company) energy from the Unit and the Facility as QF Put Energy to the extent (and only to the extent) such sale and delivery is authorized by, and made strictly in accordance with its then-existing rights and obligations (if any) under, PURPA and applicable state avoided cost determinations, orders, rules and Laws implementing PURPA. Seller acknowledges and agrees that the obligations, disclaimers and waivers of this Article [VIII] are fundamental to this Transaction and that Buyer’s decisions to purchase the Purchased Capacity on the terms set forth herein and enter into and perform this Transaction are made in express reliance on such obligations, disclaimers, and waivers. Any Entergy Operating Company that is a host utility to Seller as described above is an intended beneficiary of this Article [VIII].
No QF Put. Notwithstanding any other provision of the Definitive Agreement, Seller waives any and all rights to deliver “qualifying facility” energy from the Facility (or, in the event Bidder proposes to allocate to Buyer a portion of the nameplate capacity of the Facility, the corresponding portion thereof) to the host utility (or Buyer) at any time during the Delivery Term and expressly agrees not to deliver “qualifying facility” energy from the Facility (or, in the event Bidder proposes to allocate to Buyer a portion of the nameplate capacity of the Facility, the corresponding portion thereof) to the host utility (or Buyer) at any time during the Delivery Term.
