Non-Transportation Sales Sample Clauses

Non-Transportation Sales. (a) Without limiting Opal’s obligations with respect to the Minimum RIN Volumes and Minimum LCFS Volumes throughout the Term and always subject to NEM’s Right of First Opportunity as contemplated in this Section 5.2, nothing contained in Section 5.1 or elsewhere in this Agreement shall prohibit or otherwise restrict Opal and its Affiliates from directing sales of RNG relating to the Projects to sectors outside of transportation fuels (each a “Non-Transportation Sale”). If Opal or any of its Affiliates intends to pursue a Non-Transportation Sale(s), then NEM will have a right of first opportunity (“Right of First Opportunity”) (in accordance with the procedures set forth in Section 5.2(a) below) to undertake the Non-Transportation Sale(s) in a manner generally consistent with this Agreement. (b) If Opal or any of its Affiliates desires or intends to effectuate a Non-Transportation Sale(s), then, prior to engaging in such activities on its own or through an Affiliate or any Person other than NEM, Opal shall notify NEM thereof in writing and first offer the opportunity to NEM. Opal’s notice to NEM shall include such information as would be reasonably sufficient and necessary to enable NEM to make an informed decision as to whether to undertake the relevant Non-Transportation Sale(s), including the price, volume and attributes of such Non-Transportation Sale(s) (“ROFO Terms”). NEM shall have five (5) days from receipt of such notice from Opal to notify Opal that NEM has elected to exercise the Right of First Opportunity (“Exercise Notice”). If NEM exercises the Right of First Opportunity, then the Parties shall execute the transaction in accordance with the ROFO Terms within five (5) days of issuance of the Exercise Notice. If, however, (i) NEM notifies Opal in writing that it declines to exercise the Right of First Opportunity, or (ii) NEM fails to respond to Opal’s notice within the foregoing 5-day period (in which case NEM shall be deemed to have declined to exercise the Right of First Opportunity), then Opal will be free to offer or negotiate with, or solicit offers from, any Person (including any Third Party), with respect to the Non-Transportation Sale(s) that NEM has declined or has been deemed to decline. If, however, NEM provides an alternative offer to purchase such Non-Transportation Sale(s) within the (5) five days of the issuance of the Exercise Notice (“NEM Alternate Offer”), then Opal may, in its sole discretion, either accept or reject the NEM ...
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