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

Obligation to Sell and Purchase Products. Beginning on the Commercial Operation Date, Seller shall sell and Deliver, and Buyer shall purchase and receive 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 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. In the event that, solely as a result of a change in Law, the Products provided by Seller to Buyer from the Facility under this Agreement do not meet the requirements of the RPS or the CES, then Seller will continue to sell and Deliver, and Buyer will continue to purchase, Energy and RECs under this Agreement notwithstanding such change in Law, provided that Seller shall use commercially reasonable efforts consistent with Good Utility Practice to cause the Products provided by Seller to Buyer from the Facility under this Agreement to qualify and meet the requirements of the RPS and the CES. To the extent Seller has failed to use commercially reasonable efforts consistent with Good Utility Practice to cause the Products provided by Seller to Buyer under this Agreement to qualify and meet the requirements of the RPS and the CES, the Buyer shall be entitled to continue to purchase and receive all right, title and interest in and to Buyer’s Percentage Entitlement of the Products at the Adjusted Price specified in Exhibit D. The foregoing shall not be construed to limit any of Buyer’s rights under Section 9.2(j), Section 9.2(k) and Section 9.3 of this Agreement. 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 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. Buyer shall not purchase Energy or RECs in excess of the Contract Maximum Amount under this Agreement. To the extent that Seller receives any payment or other consideration for any Environmental Attributes to be purchased under this Agreement directly from any other Person, Seller shall hold such payment or other consideration in trust for the benefit of Buyer and shall promptly remit such payment or other consideration to Buyer in the form so received, or if not transferrable in such form, in the cash equivalent of such form.

Obligation to Sell and Purchase Products. (a) Beginning on the first Partial Commercial Operation DateDate 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 toreceive, Buyer’s Percentage Entitlement of the Products produced by each Phase that has achieved its Partial Commercial Operation Date 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 are Unit Contingent 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. In the event that, solely as a result of a change in Law, the Products provided by Seller to . (b) Buyer from the Facility under this Agreement do not meet the requirements of the RPS or the CES, then Seller will continue to sell and Deliver, and Buyer will continue to purchase, Energy and RECs under this Agreement notwithstanding such change in Law, provided that Seller shall use commercially reasonable efforts consistent with Good Utility Practice to cause the Products provided by Seller to Buyer from the Facility under this Agreement to qualify and meet the requirements of the RPS and the CES. To the extent Seller has failed to use commercially reasonable efforts consistent with Good Utility Practice to cause the Products provided by Seller to Buyer under this Agreement to qualify and meet the requirements of the RPS and the CES, the Buyer shall be entitled to continue to purchase and receive all right, title and interest in and to Buyer’s Percentage Entitlement of the Products at the Adjusted Price specified in Exhibit D. The foregoing shall not be construed obligated to limit purchase any of Buyer’s rights under Section 9.2(j), Section 9.2(kProducts to the extent that such Products exceed the Contract Maximum Amount in any hour. (c) and Section 9.3 of this Agreement. 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 Products can be claimed by any Person other than Buyer. Buyer shall have the exclusive right to resell or convey the Products and any Energy, RECs or Capacity purchased during any Test Period in its sole discretion. (d) In the event that ISO-NE no longer treats Capacity as a separate product and/or has discontinued or substantially altered the Forward Capacity Market (or any successor thereto) such that Capacity no longer has value in the New England bulk power market, the Parties agree that the Price of Energy as set forth in Exhibit E hereunder shall be modified such that the mutually agreed upon price (the “Revised Price”) shall reflect the historical economics of the combined Energy and Capacity payments and adjustments hereunder, with corresponding revisions to this Agreement to the extent required. (e) Prior to Seller entering into a new bilateral agreement or an amendment to an existing agreement to sell any of the output of the Facility to another Person, Seller shall first take the actions set forth in this Section 4.1(e), 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 not purchase Energy or RECs in excess have twenty (20) days to either: (1) accept all of the Contract Maximum Amount 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 MDPU approval or filing, Buyer shall use commercially reasonable efforts to apply for such approval or make such filing in accordance with Section 18. No amendment of this Agreement under this Section 4.1(e)(i) shall affect the quantity of Products to be received and purchased by Buyer under this Agreement. (ii) Prior to Seller entering into a new agreement to sell any of the output of the Facility to another Person where the term of such agreement is less than one (1) year, 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, Seller and Buyer shall promptly execute such agreement. To the extent that Buyer determines such agreement requires MDPU approval or filing, Buyer will use commercially reasonable efforts to apply for such approval or make such filing consistent with Section 18, and such agreement shall not become effective unless and until such MDPU approval is obtained or such MDPU filing is made. (iii) If Buyer fails to notify Seller receives of its choice within 20 days after Buyer’s receipt of Seller’s offer under clause (i) or (ii) above, Buyer shall be deemed to have elected to decline all of the terms and conditions of such other agreement or amendment. (iv) If Buyer declines to enter into a new agreement or an amendment to this Agreement under this Section 4.1(e), then Seller may proceed with the proposed sale of such output of the Facility to another Person under the terms and conditions offered to Buyer. (v) This Section 4.1(e) shall only apply to bilateral agreements, and any payment transactions conducted in ISO-NE’s Real-Time or other consideration for Day-Ahead markets shall not be subject to this Section 4.1(e). (f) To the extent Seller or any Affiliate of Seller constructs additional wind generating projects in Massachusetts coastal waters or adjacent federal waters, prior to selling the energy, capacity or Environmental Attributes to be purchased under this Agreement directly from any other Personsuch project to a third party, Seller or such Affiliate shall hold give notice thereof to Buyer. Upon Buyer’s receipt of such payment notice, Buyer shall have the right to negotiate in good faith with Seller or other consideration such Affiliate for no more than sixty (60) days, unless otherwise agreed to by Seller or such Affiliate, the terms of the sale of such energy, capacity and/or Environmental Attributes (or a portion thereof) to Buyer or its designee on an exclusive basis. If Buyer wishes to enter into such negotiation, Buyer shall notify Seller or such Affiliate of such decision within fifteen (15) days of receipt of Seller’s or such Affiliate’s notice. Seller or such Affiliate shall supply in trust a timely manner, information regarding such project(s) which is customary to allow Buyer to perform due diligence and to negotiate in good faith for the benefit of Buyer and shall promptly remit such payment or other consideration to Buyer in the form so received, or if not transferrable in such form, in the cash equivalent purchase of such formenergy, capacity and Environmental Attributes.

Obligation to Sell and Purchase Products. (a) Beginning on the Commercial Operation DateDate 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, 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 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. In To maximize the event that, solely as a result of a change in Law, the Products provided by Seller to Buyer from the Facility under this Agreement do not meet the requirements value of the RPS or Products, to the CESextent possible and consistent with ISO-NE Rules and Good Utility Practice, then Seller will continue to sell and Deliver, and Buyer will continue to purchase, Energy and RECs under this Agreement notwithstanding such change in Law, provided that Seller shall use commercially reasonable efforts consistent with Good Utility Practice to cause maximize the Products provided by Seller to production and Delivery of Energy during the time periods of anticipated peak load and peak Energy prices in New England. (b) Buyer from the Facility under this Agreement to qualify and meet the requirements of the RPS and the CES. To the extent Seller has failed to use commercially reasonable efforts consistent with Good Utility Practice to cause the Products provided by Seller to Buyer under this Agreement to qualify and meet the requirements of the RPS and the CES, the Buyer shall be entitled to continue to purchase and receive all right, title and interest in and to Buyer’s Percentage Entitlement of the Products at the Adjusted Price specified in Exhibit D. The foregoing shall not be construed obligated to limit 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 RPS as an Environmental Attribute associated with the specified MWh of Buyer’s rights under Section 9.2(j)generation from a RPS Class I Renewable Generation Unit, Section 9.2(kand, to the extent that Buyer does not purchase any such REC or comparable certificate, credit, attribute or other similar product 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. 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 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 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 Section 9.3 of this Agreement. Seller. (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 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. Buyer shall not purchase Energy or RECs in excess of the Contract Maximum Amount under this Agreement. To the extent that Seller receives any payment or other consideration for any Environmental Attributes to be purchased under this Agreement directly from any other Person, Seller shall hold such payment or other consideration in trust for the benefit of Buyer and shall promptly remit such payment or other consideration to Buyer in the form so received, or if not transferrable in such form, in the cash equivalent of such form.

Obligation to Sell and Purchase Products. (a) Beginning on the first Partial Commercial Operation DateDate 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 toreceive, Buyer’s Percentage Entitlement of the Products produced by each Phase that has achieved its Partial Commercial Operation Date 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 are Unit Contingent 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. In the event that, solely as a result of a change in Law, the Products provided by Seller to . (b) Buyer from the Facility under this Agreement do not meet the requirements of the RPS or the CES, then Seller will continue to sell and Deliver, and Buyer will continue to purchase, Energy and RECs under this Agreement notwithstanding such change in Law, provided that Seller shall use commercially reasonable efforts consistent with Good Utility Practice to cause the Products provided by Seller to Buyer from the Facility under this Agreement to qualify and meet the requirements of the RPS and the CES. To the extent Seller has failed to use commercially reasonable efforts consistent with Good Utility Practice to cause the Products provided by Seller to Buyer under this Agreement to qualify and meet the requirements of the RPS and the CES, the Buyer shall be entitled to continue to purchase and receive all right, title and interest in and to Buyer’s Percentage Entitlement of the Products at the Adjusted Price specified in Exhibit D. The foregoing shall not be construed obligated to limit purchase any of Buyer’s rights under Section 9.2(j), Section 9.2(kProducts to the extent that such Products exceed the Contract Maximum Amount in any hour. (c) and Section 9.3 of this Agreement. 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 Products can be claimed by any Person other than Buyer. Buyer shall have the exclusive right to resell or convey the Products and any Energy, RECs or Capacity purchased during any Test Period in its sole discretion. (d) In the event that ISO-NE no longer treats Capacity as a separate product and/or has discontinued or substantially altered the Forward Capacity Market (or any successor thereto) such that Capacity no longer has value in the New England bulk power market, the Parties agree that the Price of Energy as set forth in Exhibit E hereunder shall be modified such that the mutually agreed upon price (the “Revised Price”) shall reflect the historical economics of the combined Energy and Capacity payments and adjustments hereunder, with corresponding revisions to this Agreement to the extent required. (e) Prior to Seller entering into a new bilateral agreement or an amendment to an existing agreement to sell any of the output of the Facility to another Person, Seller shall first take the actions set forth in this Section 4.1(e), 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 not purchase Energy or RECs in excess have twenty (20) days to either: (1) accept all of the Contract Maximum Amount 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 MDPU approval or filing, Buyer shall use commercially reasonable efforts to apply for such approval or make such filing in accordance with Section 18. No amendment of this Agreement under this Section 4.1(e)(i) shall affect the quantity of Products to be received and purchased by Buyer under this Agreement. (ii) Prior to Seller entering into a new agreement to sell any of the output of the Facility to another Person where the term of such agreement is less than one (1) year, Seller shall first offer to enter into such agreement for such output with Xxxxx 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, Seller and Xxxxx shall promptly execute such agreement. To the extent that Buyer determines such agreement requires MDPU approval or filing, Buyer will use commercially reasonable efforts to apply for such approval or make such filing consistent with Section 18, and such agreement shall not become effective unless and until such MDPU approval is obtained or such MDPU filing is made. (iii) If Buyer fails to notify Seller receives of its choice within 20 days after Xxxxx’s receipt of Seller’s offer under clause (i) or (ii) above, Buyer shall be deemed to have elected to decline all of the terms and conditions of such other agreement or amendment. (iv) If Buyer declines to enter into a new agreement or an amendment to this Agreement under this Section 4.1(e), then Seller may proceed with the proposed sale of such output of the Facility to another Person under the terms and conditions offered to Buyer. (v) This Section 4.1(e) shall only apply to bilateral agreements, and any payment transactions conducted in ISO-NE’s Real-Time or other consideration for Day-Ahead markets shall not be subject to this Section 4.1(e). (f) To the extent Seller or any Affiliate of Seller constructs additional wind generating projects in Massachusetts coastal waters or adjacent federal waters, prior to selling the energy, capacity or Environmental Attributes to be purchased under this Agreement directly from any other Personsuch project to a third party, Seller or such Affiliate shall hold give notice thereof to Buyer. Upon Xxxxx’s receipt of such payment notice, Xxxxx shall have the right to negotiate in good faith with Seller or other consideration such Affiliate for no more than sixty (60) days, unless otherwise agreed to by Seller or such Affiliate, the terms of the sale of such energy, capacity and/or Environmental Attributes (or a portion thereof) to Buyer or its designee on an exclusive basis. If Xxxxx wishes to enter into such negotiation, Buyer shall notify Seller or such Affiliate of such decision within fifteen (15) days of receipt of Seller’s or such Affiliate’s notice. Seller or such Affiliate shall supply in trust a timely manner, information regarding such project(s) which is customary to allow Buyer to perform due diligence and to negotiate in good faith for the benefit of Buyer and shall promptly remit such payment or other consideration to Buyer in the form so received, or if not transferrable in such form, in the cash equivalent purchase of such formenergy, capacity and Environmental Attributes.

Obligation to Sell and Purchase Products. (a) Beginning on the Commercial Operation DateDate and subject to Section 4.1(b), Seller shall sell and Deliver, and Buyer shall purchase and receive all rightreceive, title and interest in and to, Buyer’s Percentage Entitlement of the Products produced by the Facility and capable of being Delivered, up to and including the Contract Maximum Amount, 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 are 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. In the event that, solely as a result of a change in Law, the Products provided by Seller to . (b) Buyer from the Facility under this Agreement do not meet the requirements of the RPS or the CES, then Seller will continue to sell and Deliver, and Buyer will continue to purchase, Energy and RECs under this Agreement notwithstanding such change in Law, provided that Seller shall use commercially reasonable efforts consistent with Good Utility Practice to cause the Products provided by Seller to Buyer from the Facility under this Agreement to qualify and meet the requirements of the RPS and the CES. To the extent Seller has failed to use commercially reasonable efforts consistent with Good Utility Practice to cause the Products provided by Seller to Buyer under this Agreement to qualify and meet the requirements of the RPS and the CES, the Buyer shall be entitled to continue to purchase and receive all right, title and interest in and to Buyer’s Percentage Entitlement of the Products at the Adjusted Price specified in Exhibit D. The foregoing shall not be construed obligated to limit purchase or accept any Products to the extent that such Products (i) exceed the Contract Maximum Amount in any hour or (ii) are Energy, or RECs associated with Energy, that is produced using any fuel other than biogas that results from the on-site anaerobic digestion of Buyer’s rights under Section 9.2(j), Section 9.2(korganic solids. (c) and Section 9.3 of this Agreement. 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 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 and any Energy, RECs or Capacity purchased during any Test Period in its sole discretion. (d) In the event that ISO-NE no longer treats Capacity as a separate product and/or has discontinued or substantially altered the Forward Capacity Market (or any successor thereto) such that Capacity no longer has value in the New England bulk power market, the Parties agree that the Bundled Price of Energy as set forth in Exhibit E hereunder shall be modified such that the mutually agreed upon price shall reflect the historical economics of the combined Energy and Capacity payments and adjustments hereunder, with corresponding revisions to this Agreement to the extent required. (e) To the extent Seller or any Affiliate of Seller constructs additional generating projects in the six-state New England region, or expands the Facility, prior to selling the energy, capacity or generation attributes from any such project or expansion to another Person, Seller or such Affiliate shall give written notice thereof to Buyer. Upon Buyer’s receipt of such notice, Buyer shall have the right to negotiate in good faith with Seller or such Affiliate for no more than sixty (60) days, unless otherwise agreed to by Seller or such Affiliate, the terms of the sale of such energy, capacity and/or generation attributes (or a portion thereof) to Buyer or its designee on an exclusive basis. If Buyer wishes to enter into such negotiation, Buyer shall notify Seller or such Affiliate of such decision within fifteen (15) days of receipt of Seller’s or such Affiliate’s notice. Seller or such Affiliate shall supply in a timely manner, information regarding such project(s) or expansion(s) which is customary to allow Buyer to perform due diligence and to negotiate in good faith for the purchase of such energy, capacity and generation attributes. If Buyer and Seller or such Affiliate fail to reach agreement following such negotiation, prior to Seller or an Affiliate of Seller entering into a new agreement or an amendment to an existing agreement to sell any of the energy, capacity or generation attributes from any such project or expansion to another Person, Seller shall first take the actions set forth in this Section 4.1(e), 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 not purchase Energy or RECs in excess have twenty (20) days to either: (1) accept all of the Contract Maximum Amount 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 approval of or filing with the PUC or another Governmental Entity, Buyer shall use commercially reasonable efforts to apply for such approval or make such filing in accordance with, and subject to, Section 18. No amendment of this Agreement under this Section 4.1(e)(i) shall affect the quantity of Products to be received and purchased by Buyer under this Agreement. (ii) 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 that Buyer determines such agreement requires approval of or filing with the PUC or another Governmental Entity, Buyer will use commercially reasonable efforts to apply for such approval or make such filing consistent with Section 18, and such agreement shall not become effective unless and until such approval is obtained or such filing is made. (iii) If Buyer fails to notify Seller receives of its choice within twenty (20) days after Buyer’s receipt of the offer from Seller or an Affiliate of Seller under clause (i) or (ii) above, Buyer shall be deemed to have elected to decline all of the terms and conditions of such other agreement or amendment. If any payment required filing with or other consideration for approval by the PUC or another Governmental Entity with respect to any Environmental Attributes to be purchased amendment or agreement under this Agreement directly from any other Person, Seller shall hold such payment Section 4.1(e) as described above is not made or other consideration in trust for the benefit of 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 promptly remit 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(e) or the filing with or approval of the PUC or another Governmental Entity relating to such payment agreement or other consideration to amendment is not received within one hundred eighty (180) days after Buyer in and Seller or an Affiliate of Seller enter into such agreement or amendment, then Seller or such Affiliate of Seller may proceed with the form so received, or if not transferrable in such form, in the cash equivalent proposed sale of such formenergy, capacity or generation attributes from such project or expansion to another Person under the terms and conditions offered to Buyer. (v) This Section 4.1(e) shall only apply to bilateral agreements, and any transactions conducted in ISO-NE’s Real-Time or Day-Ahead markets shall not be subject to this Section 4.1(e).