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

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, all right, title and interest in and to the Products in accordance with the terms and conditions of this Agreement and as set forth in the Delivery Schedule; provided, however, that the Products Delivered in any hour (or shorter period to the extent that ISO-NE schedules Energy deliveries over a shorter period) shall not exceed the lesser of (x) the total Metered Output generated by the Hydro-Québec Power Resources in such period and (y) the amount of Qualified Clean Energy Delivered to the Delivery Point in such period, in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, (i) if the aggregate amount of Metered Output generated by the Hydro-Québec Power Resources during any hour (or shorter period to the extent that ISO-NE schedules Energy deliveries over a shorter period) is in excess of the amount of Qualified Clean Energy Delivered to the Delivery Point for that period, the Products associated with such excess shall not be considered to be Products for such period for purposes of this Agreement, and (ii) if the amount of Qualified Clean Energy Delivered to the Delivery Point for any hour (or shorter period to the extent that ISO-NE schedules Energy deliveries over a shorter period) exceeds the aggregate amount of Metered Output generated by the Hydro-Québec Power Resources in that period, the Products associated with such excess shall not be considered to be Products for such period for purposes of this Agreement. The aforementioned obligations for Seller to sell and Deliver the Products and for Buyer to purchase and receive the same are firm and not subject to interruption except to the extent caused by Force Majeure, excused under Section 4.2(a) or cured in accordance with Section 4.3(c). The Delivery Schedule is set forth in Exhibit B. All Deliveries of Energy and associated Environmental Attributes must be produced by the Hydro- Québec Power Resources that are specified in Exhibit A and Delivered in accordance with this Agreement. (b) Buyer shall not be obligated to accept or pay for any Environmental Attribute or comparable certificate, credit, attribute or other similar product produced by or associated with the Hydro-Québec Power Resources which does not constitute an Environmental Attribute associated with the specified MWh of generation from Qualified Clean Energy Generation Units. (c) Except in the case of any default by Buyer, Seller shall not sell, divert, grant, transfer or assign the 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 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 such 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, all receive right, title and interest in and to to, Buyer’s Percentage Entitlement of the Products in accordance with the terms and conditions of this Agreement Agreement, up to and as set forth including the Buyer’s Percentage Entitlement of Scheduled Energy in the Delivery Schedule; providedeach hour, however, that the Products Delivered but in any hour (or shorter period to the extent that ISO-NE schedules Energy deliveries over a shorter period) shall not exceed no event exceeding the lesser of (x1) the Buyer’s Percentage Entitlement of the total Metered Output generated by the Hydro-Québec Power Resources in such period and hour or (y2) the amount of Qualified Clean Energy Delivered to the Delivery Point Contract Maximum Amount in such periodhour, in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, (i) if the aggregate amount of Metered Output generated by the Hydro-Québec Power Resources Facility during any hour (or shorter period to the extent that ISO-NE schedules Energy deliveries over a shorter period) is in excess of Scheduled Energy or the amount of Qualified Clean Energy Delivered to the Delivery Point Contract Maximum Amount for that periodhour, the Products associated with such excess shall not be considered to be Products for such period for purposes of this Agreement, and (ii) if the amount of Qualified Clean Scheduled Energy Delivered to the Delivery Point for in any hour (or shorter period to the extent that ISO-NE schedules Energy deliveries over a shorter period) exceeds the aggregate amount of Metered Output generated by the Hydro-Québec Power Resources Facility in that periodhour or the Contract Maximum Amount for that hour, the Products associated with such excess shall not be considered to be Products for such period for purposes of this Agreement. The aforementioned obligations for Seller to sell and Deliver the Products and for Buyer to purchase and receive the same are firm Unit Contingent and not shall be subject to interruption except the operation of the Facility. To maximize the value of the Products, to the extent caused by Force Majeurepossible and consistent with ISO-NE Rules, excused under Section 4.2(a) or cured in accordance with Section 4.3(c). The NYISO Rules and Good Utility Practice, Seller shall use commercially reasonable efforts to maximize the production and Delivery Schedule is set forth in Exhibit B. All Deliveries of Energy during the time periods of anticipated peak load and associated Environmental Attributes must be produced by peak Energy prices in New England, consistent with the Hydro- Québec Power Resources provisions of Sections 3.5(a) and recognizing that are specified in Exhibit A Sections 4.1(d) and Delivered in accordance with this Agreement4.3 address curtailments and corresponding remedies. (b) Buyer shall not be obligated to accept or pay for any Environmental Attribute or comparable certificate, credit, attribute or other similar product produced by or associated with REC which fails to satisfy the Hydro-Québec Power Resources which does not constitute RPS as an Environmental Attribute associated with the specified MWh of generation from Qualified Clean Energy a RPS Class I Renewable Generation UnitsUnit, and, to the extent that Buyer does not purchase any such REC, Seller may, in its sole discretion, sell, transfer or otherwise dispose of that REC or comparable certificate, credit, attribute or other similar product. In the event that Buyer notifies Seller that it will not purchase any REC which fails to satisfy the RPS 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 upon thirty (30) days’ prior written notice to Seller, unless otherwise agreed by Buyer and Seller. (c) Except Seller shall Deliver Buyer’s Percentage Entitlement of the Products produced by or associated with the Facility, up to and including an amount equal to the least of (i) the Buyer’s Percentage Entitlement of the Metered Output, (ii) Buyer’s Percentage Entitlement of the Scheduled Energy or (iii) the Contract Maximum Amount in the case of any default by hour, exclusively to Buyer, and Seller shall not sell, divert, grant, transfer or assign the 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 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 such the Products in its sole discretion. (d) Notwithstanding Section 4.1(c), Seller shall have the exclusive right, exercised in its sole discretion, to sell or convey any Energy and RECs to any Person (i) prior to the Services Term, (ii) that are not Products, (iii) in connection with Resale Damages, (iv) in connection with an exercise by Seller of its remedies under Section 9.3(a)(ii), or (v) during any period of curtailment by Seller that is permitted pursuant to this Agreement and periods of curtailment the remedy for which is set forth in Section 4.3.

Obligation to Sell and Purchase Products. (a) Beginning on the Commercial Delivery Term StartCommercial Operation Date and subject to Section 4.1(b4.1(b),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 Agreement and as set forth in the Delivery Schedule.; provided, however, that the Products Delivered in any hour (or shorter period to the extent that ISO-NE schedules Energy deliveries over a shorter period) shall not exceed the lesser of (x) the total Metered Output generated by the Hydro-Québec Power Resources in such period and (y) the amount of Qualified Clean Energy Delivered to the Delivery Point in such period, in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, (i) if the aggregate amount of Metered Output generated by the Hydro-Québec Power Resources during any hour (or shorter period to the extent that ISO-ISO- NE schedules Energy deliveries over a shorter period) is in excess of the amount of Qualified Clean Energy Delivered to the Delivery Point for that period, the Products associated with such excess shall not be considered to be Products for such period for purposes of this Agreement, and (ii) if the amount of Qualified Clean Energy Delivered to the Delivery Point for any hour (or shorter period to the extent that ISO-NE schedules Energy deliveries over a shorter period) exceeds the aggregate amount of Metered Output generated by the Hydro-Québec Power Resources in that period, the Products associated with such excess shall not be considered to be Products for such period for purposes of this Agreement. The aforementioned obligations for Seller to sell and Deliver the Products and for Buyer to purchase and receive the same are firm and not subject to interruption except to the extent caused by Force Majeure, excused under Section 4.2(a) or cured in accordance with Section 4.3(c4.2(a).4.3(c). The Delivery Schedule is set forth in Exhibit B. B-1. All Deliveries of Energy and associated Environmental Attributes must be produced by the Hydro- FacilitiesHydro-Québec Power Resources that are specified in Exhibit A and toand Delivered in accordance with this Agreement. (b) Buyer shall not be obligated to accept or pay for any Environmental Attribute or comparable certificate, credit, attribute or other similar product produced by or associated with the HydroFacilityHydro-Québec Power Resources which does not constitute an Environmental Attribute associated with the specified MWh of generation from a Qualified Clean Energy Generation UnitsUnitUnits. (c) Except in the case of any default by Buyer, Seller shall not sell, divert, grant, transfer or assign the 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 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 such thesuch Products in its sole discretion.