Common use of OPC Contracts Clause in Contracts

OPC Contracts. (a) OPC shall be responsible for compliance with the OPC Contracts. In connection therewith, OPC shall be permitted to make OPC Off-System Sales to ---------- * Indicates information that has been filed separately with the Secretary of the Commission as an attachment to a request for confidentiality with respect to the omitted information. comply with the OPC Off-System Sales Contracts, which Electric Energy for LPM's Share of OPC Off-System Sales shall be provided to OPC by LPM pursuant to Section 2.1 and at the prices set forth in Section 5.3. OPC shall have the right during the Term to enter into new contracts or other agreements to make sales, purchases or exchanges of Electric Energy, without the prior consent of LPM, including new contracts for (i) sales of capacity and Electric Energy from resources not included within OPC Resources, (ii) purchases and sales of capacity and Electric Energy to serve Customer Choice Customers as provided in Section 2.4, (iii) sales of capacity and Electric Energy under the EMC Contracts, and (iv) purchases and sales of capacity and Electric Energy as required to serve OPC Load not included within LPM's Share of OPC Load, or to serve LPM's Share of OPC Load after the Term, and (v) as expressly set forth elsewhere in this Agreement; provided, that such contracts or agreements shall not adversely affect or otherwise interfere with OPC's ability to perform its obligation to sell Electric Energy to or to purchase Electric Energy from LPM hereunder. (b) Nothing in this Agreement shall be construed to assign, impose or otherwise transfer any rights or obligations under the OPC Off-System Sales Contracts to the LG&E Parties, and OPC shall retain all of its rights and obligations, including its obligation to maintain, or cause to be maintained, generation and transmission system stability and reliability. Notwithstanding any other provision of this Agreement, OPC shall not be required to take any action inconsistent with its rights and obligations under the OPC Contracts. Notwithstanding any other provision of this Agreement, no Party shall be required to take any action inconsistent with its rights and obligations under the NERC or SERC guidelines. Nothing in this Agreement shall affect the rights or obligations of the parties to the EMC Contracts. OPC shall have the right to terminate, amend, or otherwise modify the OPC Contracts, subject to the provisions of Section 16.1.

OPC Contracts. (a) OPC shall be responsible for compliance with the OPC Contracts. In connection therewith, OPC shall be permitted to make OPC Off-System Sales to ---------- * Indicates information that has been filed separately with the Secretary of the Commission as an attachment to a request for confidentiality with respect to the omitted information. comply with the OPC Off-System Sales Contracts, which Electric Energy for LPM's Share of OPC Participating Member Off-System Sales shall be provided to OPC by LPM pursuant to Section 2.1 and at the prices set forth in Section 5.3. OPC shall have the right during the Term to enter into new contracts or other agreements to make sales, purchases or exchanges of Electric Energy, without the prior consent of LPM, including new contracts for (i) sales of capacity and Electric Energy from resources not included within OPC Resources, (ii) purchases and sales of capacity and Electric Energy to serve Customer Choice Customers as provided in Section 2.4, (iii) sales of capacity and Electric Energy under the EMC Contracts, and (iv) purchases and sales of capacity and Electric Energy as required to serve OPC Load and Participating Member Load not included within LPM's Share of OPC Participating Member Load, or to serve LPM's Share of OPC Participating Member Load after the Term, and (v) as expressly set forth elsewhere in this Agreement and in the November 1996 Agreement; provided, that such contracts or agreements shall not adversely affect or otherwise interfere with OPC's ability to perform its obligation to sell Electric Energy to or to purchase Electric Energy from LPM hereunder. (b) Nothing in this Agreement shall be construed to assign, impose or otherwise transfer any rights or obligations under the OPC Off-System Sales Contracts to the LG&E Parties, and OPC shall retain all of its rights and obligations, including its obligation to maintain, or cause to be maintained, generation and transmission system stability and reliability. Notwithstanding any other provision of this Agreement, OPC shall not be required to take any action inconsistent with its rights and obligations under the OPC Contracts. Notwithstanding any other provision of this Agreement, no Party shall be required to take any action inconsistent with ** Material has been omitted pursuant to a request to the Commission for confidential treatment and has been filed separately with the Commission. its rights and obligations under the NERC or SERC guidelines. Nothing in this Agreement shall affect the rights or obligations of the parties to the EMC Contracts. OPC shall have the right to terminate, amend, or otherwise modify the OPC Contracts, subject to the provisions of Section 16.1.

OPC Contracts. (a) OPC shall be responsible for compliance with the OPC Contracts. In connection therewith, OPC shall be permitted to make OPC Off-System Sales to ---------- * Indicates information that has been filed separately with the Secretary of the Commission as an attachment to a request for confidentiality with respect to the omitted information. comply with the OPC Off-System Sales Contracts, which Electric Energy for LPM's Share of OPC Participating Member Off-System Sales shall be provided to OPC by LPM pursuant to Section 2.1 and at the prices set forth in Section 5.3. OPC shall have the right during the Term to enter into new contracts or other agreements to make sales, purchases or exchanges of Electric Energy, without the prior consent of LPM, including new contracts for (i) sales of capacity and Electric Energy from resources not included within OPC Resources, (ii) purchases and sales of capacity and Electric Energy to serve Customer Choice Customers as provided in Section 2.4, (iii) sales of capacity and Electric Energy under the EMC Contracts, and (iv) purchases and sales of capacity and Electric Energy as required to serve OPC Load and Participating Member Load not included within LPM's Share of OPC Participating Member Load, or to serve LPM's Share of OPC Participating Member Load after the Term, and (v) as expressly set forth elsewhere in this Agreement and in the November 1996 Agreement; provided, that such contracts or agreements shall not adversely affect or otherwise interfere with OPC's ability to perform its obligation to sell Electric Energy to or to purchase Electric Energy from LPM hereunder. ------------------------------------ * Indicates information that has been filed separately with the Secretary of the Commission as an attachment to a request for confidentiality with respect to the omitted information. (b) Nothing in this Agreement shall be construed to assign, impose or otherwise transfer any rights or obligations under the OPC Off-System Sales Contracts to the LG&E Parties, and OPC shall retain all of its rights and obligations, including its obligation to maintain, or cause to be maintained, generation and transmission system stability and reliability. Notwithstanding any other provision of this Agreement, OPC shall not be required to take any action inconsistent with its rights and obligations under the OPC Contracts. Notwithstanding any other provision of this Agreement, no Party shall be required to take any action inconsistent with its rights and obligations under the NERC or SERC guidelines. Nothing in this Agreement shall affect the rights or obligations of the parties to the EMC Contracts. OPC shall have the right to terminate, amend, or otherwise modify the OPC Contracts, subject to the provisions of Section 16.1.

OPC Contracts. (a) OPC shall be responsible for compliance with the OPC Contracts. In connection therewith, OPC shall be permitted to make OPC Off-System Sales to ---------- * Indicates information that has been filed separately with the Secretary of the Commission as an attachment to a request for confidentiality with respect to the omitted information. comply with the OPC Off-System Sales Contracts, which Electric Energy for LPM's Share of OPC Off-System Sales shall be provided to OPC by LPM pursuant to Section 2.1 and at the prices set forth in Section 5.3. OPC shall have the right during the Term to enter into new contracts or other agreements to make sales, purchases or exchanges of Electric Energy, without the prior consent of LPM, including new contracts for (i) sales of capacity and Electric Energy from resources not included within OPC Resources, (ii) purchases and sales of capacity and Electric Energy to serve Customer Choice Customers as provided in Section 2.4, (iii) sales of capacity and Electric Energy under the EMC Contracts, and (iv) purchases and sales of capacity and Electric Energy as required to serve OPC Load not included within LPM's Share of OPC Load, or to serve LPM's Share of OPC Load after the Term, and (v) as expressly set forth elsewhere in this Agreement; provided, that such contracts or agreements shall not adversely affect or otherwise interfere with OPC's ability to perform its obligation to sell Electric Energy to or to purchase Electric Energy from LPM hereunder. (b) Nothing in this Agreement shall be construed to assign, impose or otherwise transfer any rights or obligations under the OPC Off-System Sales Contracts to the LG&E Parties, and OPC shall retain all of its rights and obligations, including its obligation to maintain, or cause to be maintained, generation and transmission system stability and reliability. Notwithstanding any other provision of this Agreement, OPC shall not be required to take any action inconsistent with its rights and obligations under the OPC Contracts. Notwithstanding any other provision of this Agreement, no Party shall be required to take any action inconsistent with its rights and obligations under the NERC or SERC guidelines. Nothing in this Agreement shall affect the rights or obligations of the parties to the EMC Contracts. OPC shall have the right to terminate, amend, or otherwise modify the OPC Contracts, subject to the provisions of Section 16.1. ** Material has been omitted pursuant to a request to the Commission for confidential treatment and has been filed separately with the Commission.

OPC Contracts. (a) OPC shall be responsible for compliance with the OPC Contracts. In connection therewith, OPC shall be permitted to make OPC Off-System Sales to ---------- * Indicates information that has been filed separately with the Secretary of the Commission as an attachment to a request for confidentiality with respect to the omitted information. comply with the OPC Off-System Sales Contracts, which Electric Energy for LPM's Share of OPC Off-System Sales shall be provided to OPC by LPM pursuant to Section 2.1 and at the prices set forth in Section 5.3. OPC shall have the right during the Term to enter into new contracts or other agreements to make sales, purchases or exchanges of Electric Energy, without the prior consent of LPMMS, including new contracts for (i) sales of capacity and Electric Energy from resources not included within OPC Contract Resources, (ii) sales of capacity and Electric Energy from resources that are included within Contract Resources, provided that OPC replaces at its sole cost and expense any such Electric Energy Nominated in the MS Schedule and makes such Electric Energy available to MS at the ------------------------ * Indicates information that has been filed separately with the Secretary of the Commission as an attachment to a request for confidentiality with respect to the omitted information. applicable Contract Price, (iii) purchases and sales of capacity and Electric Energy to serve Customer Choice Customers as provided in Section 2.4Customers, (iiiiv) sales of capacity and Electric Energy under the EMC Contracts, and (ivv) purchases and sales of capacity and Electric Energy as required to serve OPC Load not included within LPM's Share in excess of the applicable Aggregate OPC Load, or to serve LPM's Share of the applicable Aggregate OPC Load after the Term, and (vvi) as expressly set forth elsewhere in this Agreement; provided, that such contracts or agreements shall not materially adversely affect or otherwise materially interfere with OPC's ability to perform its obligation to sell Electric Energy to or to purchase Electric Energy from LPM MS hereunder; and provided, further, that no changes in such contracts or agreements by OPC shall alter MS's right to Nominate or Schedule Contract Resources pursuant to this Agreement. (b) Nothing in this Agreement shall be construed to assign, impose or otherwise transfer any rights or obligations under the OPC Off-System Sales Contracts to the LG&E PartiesMS, and OPC or its designee shall retain all of its rights and obligations, including the right to dispatch, operate, and maintain the power purchase and generating supplies available to it under the OPC Contracts, and its obligation to maintain, or cause to be maintained, maintain generation and transmission system stability and reliability. Notwithstanding any other provision of this Agreement, OPC shall not be required to take any action inconsistent with its rights and obligations under the OPC Contracts. Notwithstanding , nor shall any other provision of this Agreement, no Party shall be required to take any action inconsistent with its rights and obligations under the NERC or SERC guidelines. Nothing in this Agreement shall affect the rights or obligations of the parties to the EMC Contracts. OPC shall have the right to terminate, amend, or otherwise modify the OPC Contracts, subject to the provisions of Section 16.1. (c) OPC shall have the right to expand, retrofit, upgrade, or otherwise modify the generating units or contracts on which the Contract Resources are modeled, and shall have the right to expand, upgrade, or otherwise modify the transmission facilities comprising the ITS; provided, that such expansion, retrofit, upgrade, or other modification shall not materially adversely affect or otherwise materially interfere with MS's ability to Supply or purchase Electric Energy hereunder or OPC's ability to perform its obligations to sell and deliver or purchase and receive Electric Energy. OPC shall bear the costs of any such expansion, retrofit, upgrade, or other modification, including any contract modifications, and any incremental or expanded capacity and Electric Energy associated with such activity, shall not be made available to MS as a Contract Resource, but may be used, at OPC's discretion, to satisfy its obligations to MS arising under the MS Schedule.