Common use of Obligation to Sell and Purchase Products Clause in Contracts

Obligation to Sell and Purchase Products. Beginning on the Commercial Operation Date and subject to Section 4.1(b), Seller shall sell and Deliver, and Buyer shall purchase and receive, the Products in accordance with the terms and conditions of this Agreement. The aforementioned obligations for Seller to sell and Deliver the Products and for Buyer to purchase and receive the same is unit contingent and shall be subject to the operation of the Facility. Buyer shall not be obligated to purchase any Products to the extent that such Products exceed the Contract Maximum Amount in any hour. In addition, Buyer shall not be obligated to purchase any REC or comparable certificate, credit, attribute or other similar product produced by the Facility which fails to satisfy the RPS, and, to the extent that Buyer does not purchase any such REC or comparable certificate, credit, attribute or other similar product produced by the Facility, Seller may, in its sole discretion, sell, transfer or otherwise dispose of that REC or comparable certificate, credit, attribute or other similar product. Once Buyer notifies Seller that it will not purchase any REC or comparable certificate, credit, attribute or other similar product produced by the Facility which fails to satisfy the RPS, then Buyer may resume purchasing such RECs or comparable certificates, credits, attributes or other similar products produced by the Facility upon thirty (30) days’ prior written notice to Seller, unless otherwise agreed by Buyer and Seller. Nothing herein shall be construed to affect any of the rights or remedies of the Buyer set forth elsewhere in this Agreement on account of the failure by Seller to use an Eligible Technology to produce all of the Energy and RECs or to maintain the status of the Facility as a RPS Class I Renewable Generation Unit. Seller shall Deliver the Products produced by the Facility, up to and including the Contract Maximum Amount, exclusively to Buyer, and Seller shall not sell, divert, grant, transfer or assign such Products or any certificate or other attribute associated with such Products to any Person other than Buyer during the Term. Seller shall not enter into any agreement or arrangement under which such Products can be claimed by any Person other than Buyer. Buyer shall have the exclusive right to resell or convey the Products in its sole discretion.

Obligation to Sell and Purchase Products. (a) Beginning on the Commercial Operation Date and subject to Section 4.1(b), Seller shall sell and Deliver, and Buyer shall purchase and receive, Buyer’s Percentage Entitlement of the Products in accordance with the terms and conditions of this Agreement. The aforementioned obligations for Seller to sell and Deliver the Products and for Buyer to purchase and receive the same is unit contingent and shall be subject to the operation of the Facility. Unit Contingent. (b) Buyer shall not be obligated to purchase any Products to the extent that such Products exceed the Contract Maximum Amount in any hour. In addition, Buyer shall not be obligated to purchase any REC or comparable certificate, credit, attribute or other similar product produced by the Facility which fails to satisfy the RPSRPS as an Environmental Attribute associated with the specified MWh of generation from a RPS Class I Renewable Generation Unit, and, to the extent that Buyer does not purchase any such REC or comparable certificate, credit, attribute or other similar product produced by the Facility, Seller may, in its sole discretion, sell, transfer or otherwise dispose of that REC or comparable certificate, credit, attribute or other similar product. Once Buyer notifies Seller that it will not purchase any REC or comparable certificate, credit, attribute or other similar product produced by the Facility which fails to satisfy the RPSRPS as an Environmental Attribute associated with the specified MWh of generation from a RPS Class I Renewable Generation Unit, then Buyer may resume purchasing such RECs or comparable certificates, credits, attributes or other similar products produced by the Facility that have not been sold, transferred, disposed of, or otherwise committed as of the date of Buyer’s notice for sale, transfer, or other disposition upon thirty (30) days’ prior written notice to Seller, unless otherwise agreed by Buyer and Seller. Nothing herein shall be construed to affect any of the rights or remedies of the Buyer set forth elsewhere in this Agreement on account of the failure by Seller to use an Eligible Technology to produce all of the Energy and RECs or to maintain the status of the Facility as a RPS Class I Renewable Generation Unit. . (c) Seller shall Deliver Buyer’s Percentage Entitlement of the Products produced by the Facility, up to and including the Contract Maximum Amount, exclusively to Buyer, and Seller shall not sell, divert, grant, transfer or assign such Products or any certificate or other attribute associated with such Products to any Person other than Buyer during the Term. Seller shall not enter into any agreement or arrangement under which such Products can be claimed by any Person other than Buyer. Buyer shall have the exclusive right to resell or convey the Products in its sole discretion.to

Obligation to Sell and Purchase Products. (a) Beginning on the Commercial Operation Date and subject to Section 4.1(b), Seller shall sell and Deliver, and Buyer shall purchase and receivereceive all right, title and interest in and to, Buyer’s Percentage Entitlement of the Products in accordance with the terms and conditions of this Agreement. The aforementioned obligations for Seller to sell and Deliver the Products and for Buyer to purchase and receive the same is unit contingent are Unit Contingent and shall be subject to the operation of the Facility. Seller agrees that Seller will not curtail or otherwise reduce deliveries of the Products in order to sell such Products to other purchasers. To maximize the value of the Products, to the extent possible and consistent with ISO-NE Rules and Good Utility Practice, Seller shall use commercially reasonable efforts to maximize the production and Delivery of Energy during the time periods of anticipated peak load and peak Energy prices in New England. (b) Buyer shall not be obligated to purchase any Products to the extent that such Products exceed the Contract Maximum Amount in any hour. In addition, Buyer shall not be obligated to purchase accept or pay for any REC or comparable certificate, credit, attribute or other similar product produced by or associated with the Facility which fails to satisfy the RPSRPS as an Environmental Attribute associated with the specified MWh of generation from a RPS Class I Renewable Generation Unit, and, to the extent that Buyer does not purchase any such REC or comparable certificate, credit, attribute or other similar product produced by associated with the Facility, Seller may, in its sole discretion, sell, transfer or otherwise dispose of that REC or comparable certificate, credit, attribute or other similar product. Once In the event that the Buyer notifies Seller that it will not purchase any REC or comparable certificate, credit, attribute or other similar product produced by the Facility which fails to satisfy the RPSRPS as an Environmental Attribute associated with the specified MWh of generation from a RPS Class I Renewable Generation Unit, then Buyer Buyer, upon thirty (30) days’ prior written notice to Seller, may resume purchasing such RECs or comparable certificates, credits, attributes or other similar products produced by the Facility upon after such thirty (30) days’ prior written notice to Sellerday period, unless otherwise agreed by Buyer and Seller. Nothing herein shall be construed to affect any of the rights or remedies of the Buyer set forth elsewhere in this Agreement on account of the failure by Seller to use an Eligible Technology to produce all of the Energy and RECs or to maintain the status of the Facility as a RPS Class I Renewable Generation Unit. . (c) Seller shall Deliver Buyer’s Percentage Entitlement of the Products produced by or associated with the Facility, up to and including the Contract Maximum Amount, exclusively to Buyer, and Seller shall not sell, divert, grant, transfer or assign such Products or any certificate or other attribute associated with such Products to any Person other than Buyer during the Term. Seller shall not enter into any agreement or arrangement under which such Products can be claimed by any Person other than Buyer. Buyer shall have the exclusive right to resell or convey the Products in its sole discretion.

Obligation to Sell and Purchase Products. ‌ (a) Beginning on the Commercial Operation Date and subject to Section 4.1(b), Seller shall sell and Deliver, and Buyer shall purchase and receivereceive all right, title and interest in and to, Buyer’s Percentage Entitlement of the Products in accordance with the terms and conditions of this Agreement. The aforementioned obligations for Seller to sell and Deliver the Products and for Buyer to purchase and receive the same is unit contingent are Unit Contingent and shall be subject to the operation of the Facility. Seller agrees that Seller will not curtail or otherwise reduce deliveries of the Products in order to sell such Products to other purchasers. To maximize the value of the Products, to the extent possible and consistent with ISO-NE Rules and Good Utility Practice, Seller shall use commercially reasonable efforts to maximize the production and Delivery of Energy during the time periods of anticipated peak load and peak Energy prices in New England. (b) Buyer shall not be obligated to purchase any Products to the extent that such Products exceed the Contract Maximum Amount in any hour. In addition, Buyer shall not be obligated to purchase accept or pay for any REC or comparable certificate, credit, attribute or other similar product produced by or associated with the Facility which fails to satisfy the RPSRPS as an Environmental Attribute associated with the specified MWh of generation from a RPS Class I Renewable Generation Unit, and, to the extent that Buyer does not purchase any such REC or comparable certificate, credit, attribute or other similar product produced by associated with the Facility, Seller may, in its sole discretion, sell, transfer or otherwise dispose of that REC or comparable certificate, credit, attribute or other similar product. Once In the event that the Buyer notifies Seller that it will not purchase any REC or comparable certificate, credit, attribute or other similar product produced by the Facility which fails to satisfy the RPSRPS as an Environmental Attribute associated with the specified MWh of generation from a RPS Class I Renewable Generation Unit, then Buyer Buyer, upon thirty (30) days’ prior written notice to Seller, may resume purchasing such RECs or comparable certificates, credits, attributes or other similar products produced by the Facility upon after such thirty (30) days’ prior written notice to Sellerday period, unless otherwise agreed by Buyer and Seller. Nothing herein shall be construed to affect any of the rights or remedies of the Buyer set forth elsewhere in this Agreement on account of the failure by Seller to use an Eligible Technology to produce all of the Energy and RECs or to maintain the status of the Facility as a RPS Class I Renewable Generation Unit. . (c) Seller shall Deliver Buyer’s Percentage Entitlement of the Products produced by or associated with the Facility, up to and including the Contract Maximum Amount, exclusively to Buyer, and Seller shall not sell, divert, grant, transfer or assign such Products or any certificate or other attribute associated with such Products to any Person other than Buyer during the Term. Seller shall not enter into any agreement or arrangement under which such Products can be claimed by any Person other than Buyer. Buyer shall have the exclusive right to resell or convey the Products in its sole discretion.

Obligation to Sell and Purchase Products. (a) Beginning on the Commercial Operation Delivery Term Start Date and subject to Section 4.1(b) and 4.2(a), Seller shall sell and Deliver, and Buyer shall purchase and receivereceive all right, title and interest in and to, Buyer’s Percentage Entitlement of the Products in accordance with the terms and conditions of this Agreement. The aforementioned obligations for Seller to sell and Deliver the Products and for Buyer to purchase and receive the same is unit contingent are Unit Contingent and shall be subject to the operation of the Facility. Seller agrees that Seller will not curtail or otherwise reduce deliveries of the Products in order to sell such Products to other purchasers. To maximize the value of the Products, to the extent possible and consistent with ISO-NE Rules and Good Utility Practice, Seller shall use commercially reasonable efforts to maximize the production and Delivery of Energy during the time periods of anticipated peak load and peak Energy prices in New England. (b) Buyer shall not be obligated to purchase any Products to the extent that such Products exceed the Contract Maximum Amount in any hour. In addition, Buyer shall not be obligated to purchase accept or pay for any REC or comparable certificate, credit, attribute or other similar product produced by or associated with the Facility which fails to satisfy the RPSRPS as an Environmental Attribute associated with the specified MWh of generation from a RPS Class I Renewable Generation Unit, and, to the extent that Buyer does not purchase any such REC or comparable certificate, credit, attribute or other similar product produced by associated with the Facility, Seller may, in its sole discretion, sell, transfer or otherwise dispose of that REC or comparable certificate, credit, attribute or other similar product. Once In the event that the Buyer notifies Seller that it will not purchase any REC or comparable certificate, credit, attribute or other similar product produced by the Facility which fails to satisfy the RPSRPS as an Environmental Attribute associated with the specified MWh of generation from a RPS Class I Renewable Generation Unit, then Buyer may resume purchasing such RECs or comparable certificates, credits, attributes or other similar products produced by the Facility upon thirty (30) days’ prior written notice to Seller, unless otherwise agreed by Buyer and Seller. Nothing herein shall be construed to affect any of the rights or remedies of the Buyer set forth elsewhere in this Agreement on account of the failure by Seller to use an Eligible Technology to produce all of the Energy and RECs or to maintain the status of the Facility as a RPS Class I Renewable Generation Unit. . (c) Seller shall Deliver Buyer’s Percentage Entitlement of the Products produced by or associated with the Facility, up to and including the Contract Maximum Amount, exclusively to Buyer, and Seller shall not sell, divert, grant, transfer or assign such Products or any right, claim, certificate or other attribute associated with such Products to any Person other than Buyer during the Term. Seller shall not enter into any agreement or arrangement under which such Buyer’s Percentage Entitlement of the Products can be claimed by any Person other than Buyer. Buyer shall have the exclusive right to resell or convey the Products in its sole discretion.

Obligation to Sell and Purchase Products. Beginning on the Commercial Operation Delivery Term Start Date and subject to Section 4.1(b), Seller shall sell and Deliver, and Buyer shall purchase and receive, all right, title and interest in and to the Products in accordance with the terms and conditions of this AgreementAgreement and as set forth in the Delivery Schedule. The aforementioned obligations for Seller to sell and Deliver the Products and for Buyer to purchase and receive the same is unit contingent are firm and shall be not subject to interruption except to the operation extent caused by Force Majeure or in accordance with Section 4.2(a). The Delivery Schedule for firm energy is set forth in Exhibit B-2. All Deliveries of Energy and Environmental Attributes must be produced by the Facilities (RPS Class I and/or Qualified Clean Energy) that are specified in Exhibit A to this Agreement. The Delivery Schedule includes Energy produced by a RPS Class I Renewable Generation Unit Facility and the Parties acknowledge and agree that Energy produced by that Facility is Unit Contingent; provided, however, the Seller agrees not to curtail or otherwise reduce deliveries of the FacilityProducts produced by that Facility to the Buyer. To maximize the value of the Products to the Buyer, to the extent possible and consistent with ISO NE Rules and Good Utility Practice, Seller shall maximize the production and Delivery of Energy during the time periods of anticipated peak load and peak Energy prices in New England. Buyer shall not be obligated to purchase accept or pay for any Products to Environmental Attribute or comparable certificate, credit, attribute or other similar product produced by or associated with the extent that such Products exceed Facility which does not constitute an Environmental Attribute associated with the Contract Maximum Amount in any hourspecified MWh of generation from a Qualified Clean Energy Generation Unit. In addition, Buyer shall not be obligated to purchase accept or pay for any REC or comparable certificate, credit, attribute or other similar product produced by the Facility or associated with a RPS Class I Renewable Generation Unit which fails to satisfy the RPS, and, to RPS as a REC associated with the specified MWh of generation from a RPS Class I Renewable Generation Unit. To the extent that Buyer does not purchase any such REC or comparable certificate, credit, attribute or other similar product produced by associated with the Facility, Seller may, in its sole discretion, sell, transfer or otherwise dispose of that REC or comparable certificate, credit, attribute or other similar product. Once In the event that the Buyer notifies Seller that it will not purchase any REC or comparable certificate, credit, attribute or other similar product produced by the Facility which fails to satisfy the RPSRPS as an Environmental Attribute associated with the specified MWh of generation from a RPS Class I Renewable Generation Unit, then Buyer may resume purchasing such RECs or comparable certificates, credits, attributes or other similar products produced by the Facility upon thirty (30) days’ prior written notice to Seller, unless otherwise agreed by Buyer and Seller. Nothing herein Seller shall be construed to affect any Delivery Buyer’s Percentage Entitlement of the rights all Products produced by or remedies of the Buyer set forth elsewhere in this Agreement on account of the failure by Seller to use an Eligible Technology to produce all of the Energy and RECs or to maintain the status of the Facility as a associated with each RPS Class I Renewable Generation UnitUnit specified in Exhibit A during the Services Term. Seller shall Deliver the Products produced by the Facility, up to and including the Contract Maximum Amount, exclusively to Buyer, and Seller shall not sell, divert, grant, transfer or assign such those Products or any other Products included within the Delivery Schedule, or any right, claim, certificate or other attribute associated with such Products Products, to any Person other than Buyer during the Term. Seller shall not claim or enter into any agreement or arrangement under which such Products can be claimed by any Person other than Buyer. Buyer shall have the exclusive right to resell or convey the Products in its sole discretion.

Obligation to Sell and Purchase Products. (a) Beginning on the Commercial Operation Date and subject to Section 4.1(b), Seller shall sell and Deliver, and Buyer shall purchase and receive, Buyer’s Percentage Entitlement of the Products in accordance with the terms and conditions of this Agreement. The aforementioned obligations for Seller to sell and Deliver the Products and for Buyer to purchase and receive the same is unit contingent and shall be subject to the operation of the Facility. . (b) Buyer shall not be obligated to purchase any Products to the extent that such Products exceed the Contract Maximum Amount in any hour. In addition, Buyer shall not be obligated to purchase any REC or comparable certificate, credit, attribute or other similar product produced by the Facility which fails to satisfy the RPSRPS as an Environmental Attribute associated with the specified MWh of generation from a RPS Class I Renewable Generation Unit, and, to the extent that Buyer does not purchase any such REC or comparable certificate, credit, attribute or other similar product produced by the Facility, Seller may, in its sole discretion, sell, transfer or otherwise dispose of that REC or comparable certificate, credit, attribute or other similar product. Once Buyer notifies Seller that it will not purchase any REC or comparable certificate, credit, attribute or other similar product produced by the Facility which fails to satisfy the RPSRPS as an Environmental Attribute associated with the specified MWh of generation from a RPS Class I Renewable Generation Unit, then Buyer may resume purchasing such RECs or comparable certificates, credits, attributes or other similar products produced by the Facility upon thirty (30) days’ prior written notice to Seller, unless otherwise agreed by Buyer and Seller. Nothing herein shall be construed to affect any of the rights or remedies of the Buyer set forth elsewhere in this Agreement on account of the failure by Seller to use an Eligible Technology to produce all of the Energy and RECs or to maintain the status of the Facility as a RPS Class I Renewable Generation Unit. . (c) Seller shall Deliver Buyer’s Percentage Entitlement of the Products produced by the Facility, up to and including the Contract Maximum Amount, exclusively to Buyer, and Seller shall not sell, divert, grant, transfer or assign such Products or any certificate or other attribute associated with such Products to any Person other than Buyer during the TermTerm except that Seller may deliver and sell any Products that are subject to a Rejected Purchase to any Person to establish a Resale Price for purposes of determining Resale Damages in the case of a Rejected Purchase under Section 4.4 or for any other purpose. Seller shall not enter into any agreement or arrangement under which such Products can be claimed by any Person other than Buyer. Buyer shall have the exclusive right to resell or convey the Products in its sole discretion.

Obligation to Sell and Purchase Products. (a) Beginning on the Commercial Operation Date and subject to Section SectionSections 4.1(b) and 4.2(a), Seller shall sell and Deliver, and Buyer shall purchase and receivereceive all right, title and interest in and to, Buyer’s Percentage Entitlement of the Products in accordance with the terms and conditions of this Agreement., but in no event exceeding the Contract Maximum Amount in such hour, in accordance with the terms and conditions of this Agreement. The aforementioned obligations for Seller to sell and Deliver the Products and for Buyer to purchase and receive the same is unit contingent are Unit Contingent and shall be subject to the operation of the Facility. Seller agrees that Seller will not curtail or otherwise reduce deliveries of the Products in order to sell such Products to other purchasers. To maximize the value of the Products, to the extent possible and consistent with ISO NE Rules and Good Utility Practice, Seller shall use commercially reasonable efforts to maximize the production and Delivery of Energy during the time periods of anticipated peak load and peak Energy prices in New England. (b) Buyer shall not be obligated to purchase any Products to the extent that such Products exceed the Contract Maximum Amount in any hour. In addition, Buyer shall not be obligated to purchase accept or pay for any REC or comparable certificate, credit, attribute or other similar product produced by or associated with the Facility which fails to satisfy the RPSRPS as an Environmental Attribute associated with the specified MWh of generation from a RPS Class I Renewable Generation Unit, and, to the extent that Buyer does not purchase any such REC or comparable certificate, credit, attribute or other similar product produced by associated with the Facility, Seller may, in its sole discretion, sell, transfer or otherwise dispose of that REC or comparable certificate, credit, attribute or other similar product. Once In the event that the Buyer notifies Seller that it will not purchase any REC or comparable certificate, credit, attribute or other similar product produced by the Facility which fails to satisfy the RPSRPS as an Environmental Attribute associated with the specified MWh of generation from a RPS Class I Renewable Generation Unit, then Buyer may resume purchasing such RECs or comparable certificates, credits, attributes or other similar products produced by the Facility that, at such time, Seller has not otherwise committed to sell to third-parties via an executed agreement, upon thirty (30) days’ prior written notice to Seller, unless otherwise agreed by Buyer and Seller. Nothing herein shall be construed to affect any of . (c) During the rights or remedies of the Buyer set forth elsewhere in this Agreement on account of the failure by Seller to use an Eligible Technology to produce all of the Energy and RECs or to maintain the status of the Facility as a RPS Class I Renewable Generation Unit. Services Term, Seller shall Deliver Buyer’s Percentage Entitlement of the Products produced by or associated with the Facility, up to and including the Contract Maximum Amount, exclusively to Buyer, and Seller shall not sell, divert, grant, transfer or assign such Products or any right, claim, certificate or other attribute associated with such Products to any Person other than Buyer during the Term. (a “Third Party Delivery”). Seller shall not enter into any agreement or arrangement under which such Products can be claimed by any Person other than Buyer. Buyer shall have the exclusive right to resell or convey the Products in its sole discretion. Notwithstanding the foregoing, nothing herein shall limit or restrict the right of Seller (a) to sell Energy and RECs and receive payment therefor in connection with (i) Energy, and RECs that are not Products, (ii) Rejected Purchases, or (iii) an exercise by Seller of its remedies under Section 9.3(a)(ii) or (b) to sell any capacity rights associated with the Facility for its own account and without any requirement of compensation or revenue crediting to the Buyer. (d) Buyer shall not be obligated to accept or pay for Products during any period where Seller fails to satisfy, or cause to be satisfied, any material obligation under the ISO-NE Rules or ISO-NE Practices or any other obligation with respect to ISO-NE and such failure has an adverse effect on the Facility or Seller’s ability to perform its obligations under this Agreement or on Buyer or Buyer’s rights or ability to receive the benefits under this Agreement.

Obligation to Sell and Purchase Products. (a) Beginning on the Commercial Operation Date and subject to Section 4.1(b), Seller shall sell and Deliver, and Buyer shall purchase and receive, Buyer’s Percentage Entitlement of the Products in accordance with the terms and conditions of this Agreement. The aforementioned obligations for Seller to sell and Deliver the Products and for Buyer to purchase and receive the same is unit contingent and shall be subject to the operation of the Facility. Seller agrees that Seller will not curtail or otherwise reduce deliveries of the Products in order to sell such Products to other purchasers. (b) Buyer shall not be obligated to purchase any Products to the extent that such Products exceed the Contract Maximum Amount in any hour. In addition, Buyer shall not be obligated to purchase any REC or comparable certificate, credit, attribute or other similar product produced by or associated with the Facility which fails to satisfy the RPSRPS as an Environmental Attribute associated with the specified MWh of generation from a RPS Class I Renewable Resource, and, to the extent that Buyer does not purchase any such REC or comparable certificate, credit, attribute or other similar product produced by associated with the Facility, Seller may, in its sole discretion, sell, transfer or otherwise dispose of that REC or comparable certificate, credit, attribute or other similar product. Once . (c) If the price of power sold in Real-Time or Day-Ahead markets is negative, Buyer notifies Seller that it will not purchase any REC or comparable certificate, credit, attribute or other similar product produced may reduce the Price for future deliveries of Energy by the Facility amount for which fails to satisfy Buyer incurred costs in the RPS, then Buyer may resume purchasing such RECs Real-Time or comparable certificates, credits, attributes or other similar products produced by the Facility upon thirty Day-Ahead markets. (30d) days’ prior written notice to Seller, unless otherwise agreed by Buyer and Seller. Nothing herein shall be construed to affect any of the rights or remedies of the Buyer set forth elsewhere in this Agreement on account of the failure by Seller to use an Eligible Technology to produce all of the Energy and RECs or to maintain the status of the Facility as a RPS Class I Renewable Generation Unit. Seller shall Deliver Buyer’s Percentage Entitlement of the Products produced by the FacilityProducts, up to and including the Contract Maximum Amount, exclusively to Buyer, and Seller shall not sell, divert, grant, transfer or assign such Products or any certificate or other attribute associated with such Products to any Person other than Buyer during the Term. Seller shall not enter into any agreement or arrangement under which such Products can be claimed by any Person other than Buyer. Buyer shall have the exclusive right to resell or convey the Products in its sole discretion. (e) Prior to Seller or an Affiliate of Seller entering into a new bilateral agreement or an amendment to an existing agreement to sell any of the output of either the Facility or another generating facility owned in whole or in part by Seller or an Affiliate of Seller that utilizes any Common Infrastructure (a “Companion Facility”) to another Person, Seller shall first take the actions set forth in this Section 4.1(d), as follows: (i) Where the term of such agreement is one (1) year or more, Seller shall first offer to Buyer in writing to amend this Agreement to incorporate the terms and conditions of such other agreement or amendment. Buyer shall have twenty (20) days to either: (1) accept all of the terms and conditions of such other agreement or amendment; or (2) accept only the pricing and term provisions included in such other agreement or amendment; or (3) decline all of the terms and conditions of such other agreement or amendment. In the event Buyer chooses either option (1) or (2) above, Seller and Buyer shall amend this Agreement to reflect the accepted terms and conditions and, to the extent Buyer determines such amendment requires Regulatory Approval or PURA filing, Buyer shall use commercially reasonable efforts to apply for such Regulatory Approval or make such filing in accordance with Section 8, and such agreement or amendment shall not become effective unless and until such Regulatory Approval is obtained or such PURA filing is made. No amendment of this Agreement under this Section 4.1(d)(i) shall affect the quantity of Products to be received and purchased by Buyer under this Agreement. (ii) Prior to Seller or an Affiliate of Seller entering into a new agreement to sell any of the output of the Facility or a Companion Facility to another Person where the term of such agreement is less than one (1) year, Seller or such Affiliate of Seller shall first offer to enter into such agreement for such output with Buyer on the same terms and conditions. Buyer shall have twenty (20) days to either accept or reject such agreement. In the event Buyer chooses to enter into such agreement, Buyer and Seller or such Affiliate of Seller shall promptly execute such agreement. To the extent Buyer determines such agreement requires Regulatory Approval or PURA filing, Buyer will use commercially reasonable efforts to apply for such Regulatory Approval or make such filing consistent with Section 8, and such agreement or amendment shall not become effective unless and until such Regulatory Approval is obtained or such PURA filing is made. (iii) If Buyer fails to notify Seller of its election to exercise its rights under clause (i) or (ii) above, as applicable, within twenty (20) days after Buyer’s receipt of the offer from Seller or an Affiliate of Seller, Buyer shall be deemed to have elected to decline all of the terms and conditions of such other agreement or amendment. If any required filing with or approval by PURA with respect to any amendment or agreement under this Section 4.1(d) as described above is not made or received within one hundred eighty (180) days after Buyer and Seller or an Affiliate of Seller enter into such amendment or agreement, then such amendment or agreement shall be void and of no further force and effect. (iv) If Buyer declines to enter into a new agreement or an amendment to this Agreement under this Section 4.1(d) or the Regulatory Approval relating to such agreement or amendment is not received within one hundred eighty (180) days after Buyer and Seller or an Affiliate of Seller enter into such agreement or amendment, then Seller or such Affiliate of Seller may proceed with the proposed sale of such output of the Facility or such Companion Facility to another Person under the same terms and conditions offered to Buyer. (v) This Section 4.1(d) shall only apply to bilateral agreements entered into on or before the tenth anniversary of the Commercial Operation Date. Any transactions conducted in ISO-NE’s Real-Time Energy Market or Day-Ahead Energy Market and any bilateral agreements entered into after the tenth anniversary of the Commercial Operation Date shall not be subject to this Section 4.1(d).