Common use of Payment Statement and Payment Clause in Contracts

Payment Statement and Payment. (a) No later than thirty (30) days after the end of each calendar month after Initial Synchronization and during the Facility Term (or the last day of February if the statement is being sent in February), or the last Business Day of the month if such 30th day (or 28th or 29th day for February) is a weekend day or holiday, during which: (i) Scheduled Amounts or Delivered Amounts (as applicable) are provided to SCE; (ii) If SCE is acting as Seller’s Scheduling Coordinator, ISO Charges, ISO Sanctions or any SCE Penalties are incurred; or (iii) Payment adjustments are made as provided in Section 4.02(b) or below; SCE shall do each of the following: (iv) Send a statement to Seller showing: (1) If SCE is acting as Seller’s Scheduling Coordinator, the sum of the ISO Charges and credits that are directly assigned by the ISO to the ISO Global Resource ID(s) for the Generating Facility for energy delivered to the real-time market during the Startup Period; (2) If SCE is not acting as Seller’s Scheduling Coordinator, the Scheduled Amounts for each XXX Period during the month for which the payment is being made; (3) If SCE is acting as Seller’s Scheduling Coordinator, the Delivered Amounts for each XXX Period during the month for which payment is being made; (4) A calculation of the amount payable to Seller for the month pursuant to Section 4.02(a); (5) A calculation of any payment adjustments pursuant to Section 4.02(b); (6) If SCE is acting as Seller’s Scheduling Coordinator, the ISO Charges, ISO Sanctions and SCE Penalties pursuant to Exhibit R; and (7) A calculation of the net amount due Seller. (v) Send to Seller, via wire transfer, SCE’s payment of said net amount, plus a Simple Interest Payment calculated using the Interest Rate and the number of days that the payment is late. (b) In the event that: (i) If SCE is acting as Seller’s Scheduling Coordinator, the ISO has recalculated the ISO Charges or credits for energy delivered to a real- time market during the Startup Period; (ii) If SCE is acting as Seller’s Scheduling Coordinator, a calculation of ISO Charges or ISO Sanctions is incorrect as a result of inaccurate meters, the corrections of data by the ISO in OMAR, or a recalculation of ISO Charges or ISO Sanctions by the ISO; or (iii) A calculation of Metered Amounts for any purpose hereunder is incorrect as a result of inaccurate meters or the correction of data by the ISO in OMAR; SCE shall promptly recompute Metered Amounts, ISO Charges or ISO Sanctions (as applicable) for the period of the inaccuracy based upon an adjustment of inaccurate meter readings or recalculated ISO Charges or ISO Sanctions in accordance with the ISO Tariff. SCE shall also promptly recompute any payment affected by the inaccuracy. Any amount due from SCE to Seller, or Seller to SCE, as the case may be, shall be made as an adjustment to the next monthly payment statement that is calculated after SCE’s recomputation using corrected measurements. In the event that the recomputation results in a net amount owed to SCE after offsetting any amounts owing to Seller as shown on the next monthly payment statement, any such additional amount still owing to SCE shall be offset on Seller’s next monthly payment statement. At SCE’s discretion, SCE may offset any remaining amount owed SCE on any subsequent monthly payment statement to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to SCE within twenty (20) days after receipt of such invoice. If SCE is acting as Seller’s Scheduling Coordinator, within sixty (60) days after receipt of the relevant information from the ISO, SCE shall make payment adjustments arising from a recalculation of ISO Charges (during the Startup Period), ISO Sanctions or SCE Penalties or as a result of inaccurate meters, including, if applicable, after the end of the Facility Term; provided that the Parties shall be deemed to have waived any such payment adjustments which are not communicated as provided in this Section 4.03 within twenty- eight (28) months from the end of the Facility Term. Adjustment payments for meter inaccuracy shall not bear interest. (c) SCE reserves the right to apply amounts that would otherwise be due to Seller under this Power Purchase Agreement as an offset in payment of any amounts owing and unpaid by Seller to SCE under this Power Purchase Agreement. Nothing in this Section 4.03 shall limit SCE’s rights under applicable tariffs, other agreements between the Parties or Applicable Law. (d) Except as provided in Section 4.03(b) and as otherwise provided in this Section 4.03(d), if within forty five (45) days of receipt of SCE’s monthly payment statement, Seller does not give Notice to SCE of an error, then Seller shall be deemed to have waived any error in SCE’s statement, computation and payment, and the statement shall be conclusively deemed correct and complete; provided, however, that if an error is identified by Seller as a result of settlement, audit or other information provided to Seller by SCE, the ISO or any other third party not under the control of, or an Affiliate of, Seller, after the expiration of the original forty-five (45) day period, Seller shall have an additional forty-five (45) days from the date on which it receives the information from SCE, the ISO or such third party in which to give Notice to SCE of the error identified by such settlement, audit or other information. If Seller identifies an error in Seller’s favor and SCE agrees that the identified error occurred, SCE shall reimburse Seller for the amount of the underpayment caused by the error and apply the additional payment to the next monthly statement that is calculated. If Seller identifies an error in SCE’s favor and SCE agrees that the identified error occurred, SCE may offset the amount of overpayment caused by the error against amounts otherwise owed to Seller and apply the offset to the next monthly payment statement that is calculated. Late payments to Seller resulting from SCE’s errors, or overpayments to Seller by SCE, shall include a Simple Interest Payment calculated using the Interest Rate and the number of days between the date due (or, in the case of overpayments by SCE, commencing five (5) Business Days from the date SCE provides Notice of such overpayments to Seller) and the date paid; provided, however, that changes made because of settlement, audit or other information provided by the ISO or any other third party not under the control of, or an Affiliate of, Seller, and not available to SCE when it rendered its original payment statement shall not bear interest. In the event that the recomputation results in a net amount still owing to SCE after offsetting any amounts owed to Seller, the next monthly payment statement shall show a net amount owing to SCE. At SCE’s discretion, SCE may offset this net amount owed SCE on any subsequent monthly payment statement to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to SCE within twenty (20) days after receipt of such invoice. The Parties shall negotiate in good faith to resolve any disputes regarding claimed errors in a payment statement. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through mediation and arbitration as provided in Article Twelve.

Payment Statement and Payment. ‌ (a) No later than thirty (30) 30 days after the end of each calendar month after Initial Synchronization and during the Facility Term (or the last day of February the month if the month in which the payment statement is being sent in is February), or the last Business Day of the month if such 30th day (or 28th or 29th day for February) is not a weekend day or holidayBusiness Day, during whichBuyer shall mail to Seller: (i) Scheduled Amounts or Delivered Amounts (as applicableA table showing the hourly electric energy quantities for each of the following, in MWh per hour: 1) are provided to SCESeller’s Energy Forecast; 2) Seller’s Day-Ahead Forecast; and 3) Metered Amounts. (ii) If SCE is acting as Seller’s Scheduling Coordinator, ISO Charges, ISO Sanctions or any SCE Penalties are incurred; orA statement showing: (iii1) Payment adjustments are made as provided in Section 4.02(b) or below; SCE shall do XXX Period subtotals and overall monthly totals for each of the following: (iv) Send a statement to Seller showing: (1) If SCE is acting as Seller’s Scheduling Coordinator, the sum of the ISO Charges and credits that are directly assigned by the ISO to the ISO Global Resource ID(s) for the Generating Facility for energy delivered to the real-time market during the Startup Perioditems set forth in Section 4.03(a)(i); (2) If SCE is not acting as Seller’s Scheduling Coordinator, the Scheduled Amounts for each XXX Period during the month for which the payment is being made; (3) If SCE is acting as Seller’s Scheduling Coordinator, the Delivered Amounts for each XXX Period during the month for which payment is being made; (4) A calculation of the amount payable to Seller for the month pursuant to Section 4.02(a)Monthly Contract Payment, as set forth in Exhibit D; (53) A calculation of any payment adjustments pursuant to Section 4.02(b); (6) If SCE is acting as Seller’s Scheduling Coordinator, the ISO Charges, ISO Sanctions and SCE Penalties pursuant to Exhibit R4.02; and (74) A calculation of the net dollar amount due Sellerfor the month. (viii) Send Buyer’s payment to Seller, via wire transferin accordance with Section 9.16, SCE’s payment in the net dollar amount owed to Seller for the month; provided, however, in the event the statement shows a net amount owed to Buyer, Seller shall pay such amount within 20 days of said net amountthe statement date or, plus if Seller fails to make such payment, Buyer may offset this amount from a Simple Interest Payment calculated using the Interest Rate and the number of days that the payment is latesubsequent Monthly Contract Payment. (b) In the event that: (i) If SCE is acting as Seller’s Scheduling Coordinator, the ISO has recalculated the ISO Charges or credits for energy delivered to a real- time market during the Startup Period; (ii) If SCE is acting as Seller’s Scheduling Coordinator, Buyer determines that a calculation of ISO Charges or ISO Sanctions Metered Amounts is incorrect as a result of an inaccurate meters, the corrections of data by the ISO in OMAR, or a recalculation of ISO Charges or ISO Sanctions by the ISO; or (iii) A calculation of Metered Amounts for any purpose hereunder is incorrect as a result of inaccurate meters meter reading or the correction of data by the ISO CAISO in OMAR; SCE the CAISO’s meter-data acquisition and processing system, Buyer shall promptly recompute the Metered Amounts, ISO Charges or ISO Sanctions (as applicable) Amounts quantity for the period of the inaccuracy based upon on an adjustment of such inaccurate meter readings or recalculated ISO Charges or ISO Sanctions reading in accordance with the ISO CAISO Tariff. SCE Buyer shall also then promptly recompute any payment or payment adjustment affected by the such inaccuracy. Any amount due from SCE Buyer to Seller, Seller or Seller to SCEBuyer, as the case may be, shall be made as an adjustment to the next monthly payment statement that is calculated after SCEXxxxx’s recomputation using corrected measurements. In the event that If the recomputation results in a net amount owed to SCE Buyer after offsetting any amounts owing to Seller as shown on the next monthly payment statement, any such additional amount still owing to SCE Buyer shall be offset shown as an adjustment on Seller’s next monthly payment statementstatement until such amount is fully collected by Buyer. At SCEBuyer’s sole discretion, SCE Buyer may offset any remaining amount owed SCE on to Buyer in any subsequent monthly payment statement payments to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to SCE Buyer within twenty (20) 20 days after of receipt of such invoice. If SCE is acting as Seller’s Scheduling Coordinator, within sixty (60) days after receipt of the relevant information from the ISO, SCE shall make payment adjustments arising from a recalculation of ISO Charges (during the Startup Period), ISO Sanctions or SCE Penalties or as a result of inaccurate meters, including, if applicable, after the end of the Facility Term; provided that the Parties shall be deemed to have waived any such payment adjustments which are not communicated as provided in this Section 4.03 within twenty- eight (28) months from the end of the Facility Term. Adjustment payments for meter inaccuracy shall not bear interest. (c) SCE Buyer reserves the right to apply deduct amounts that would otherwise be due to Seller under this Power Purchase Agreement as an offset in payment of from any amounts owing and unpaid by Seller to SCE under Buyer: (i) Under this Power Purchase Agreement. Nothing in this Section 4.03 shall limit SCE’s rights under applicable tariffs; or (ii) Arising out of or related to any other agreement, other agreements between tariff, obligation or liability pertaining to the Parties or Applicable LawGenerating Facility. (d) Except as provided in Section 4.03(b) and as otherwise provided in this Section 4.03(d), if if, within forty five (45) 45 days of receipt of SCEBuyer’s monthly payment statement, Seller does not give Notice to SCE Buyer of an error, then Seller shall be deemed to have waived any error in SCEBuyer’s statement, computation and payment, payment and the statement shall be conclusively deemed correct and complete; provided, however, that if an error is identified by Seller as a result of settlement, audit or other information provided to Seller by SCE, the ISO or any other third party not under the control of, or an Affiliate of, Seller, CAISO after the expiration of the original forty45-five (45) day period, Seller shall have an additional forty-five (45) 90 days from the date on which it receives the information from SCE, the ISO or such third party CAISO in which to give Notice to SCE Buyer of the error identified by such settlement, audit or other information. If Seller Xxxxxx identifies an error in Seller’s favor and SCE Xxxxx agrees that the identified error occurred, SCE Xxxxx shall reimburse Seller for the amount of the underpayment caused by the error and apply add the additional payment underpayment to the next monthly statement that is calculated. If Seller Xxxxxx identifies an error in SCEXxxxx’s favor and SCE Xxxxx agrees that the identified error occurred, SCE may offset Xxxxxx shall reimburse Buyer for the amount of overpayment caused by the error against amounts otherwise owed to Seller and Buyer shall apply the offset overpayment to the next monthly payment statement that is calculated. Late payments to Seller resulting from SCE’s errors, or overpayments to Seller by SCE, shall include a Simple Interest Payment calculated using the Interest Rate and the number of days between the date due (or, in the case of overpayments by SCE, commencing five (5) Business Days from the date SCE provides Notice of such overpayments to Seller) and the date paid; provided, however, that changes made because of settlement, audit or other information provided by the ISO or any other third party not under the control of, or an Affiliate of, Seller, and not available to SCE when it rendered its original payment statement shall not bear interest. In the event that If the recomputation results in a net amount still owing to SCE Buyer after offsetting any amounts owed to Sellerapplying the overpayment, the next monthly payment statement shall show a net amount owing to SCEBuyer. At SCEBuyer’s sole discretion, SCE Buyer may offset apply this net amount owed SCE on owing to Buyer in any subsequent monthly payment statement statements to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to SCE Buyer within twenty (20) 20 days after of receipt of such invoice. The Parties shall negotiate in good faith to resolve any disputes regarding claimed errors in a payment statement. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through mediation and arbitration as provided the dispute resolution procedure in Article TwelveTen. Nothing in this Section 4.03 limits a Party’s rights under applicable tariffs, other agreements or Applicable Law.

Payment Statement and Payment. (a) No After Initial Synchronization, no later than thirty (30) days after the end of each calendar month after Initial Synchronization and during the Facility Term (or the last day of February the month if the month in which the payment statement is being sent in is February), or the last Business Day of the month if such 30th day (or 28th or 29th day for February) is a weekend day or holiday, holiday during which: (i) Scheduled Seller is delivering test energy during the Startup Period; (ii) Metered Amounts or Delivered Amounts (as applicable) are provided to SCE; (iiiii) If SCE is acting as Seller’s Scheduling Coordinator, ISO CAISO Charges, ISO CAISO Sanctions or any SCE Penalties are incurred; or (iiiiv) Payment adjustments Adjustments for payment errors are made as provided in Section 4.02(b) or set forth below; SCE shall do each of the following: (ivv) Send a statement to Seller showing: (1) If SCE is acting as Seller’s Scheduling Coordinator, the The sum of the ISO CAISO Charges and credits CAISO Revenues that are directly assigned by the ISO CAISO to the ISO CAISO Global Resource ID(s) for the Generating Facility for test energy delivered to the real-time market during the Startup Period, which will be available approximately one hundred twenty (120) days following the last day of a calendar month (for electric energy deliveries during that month) or thirty (30) days after the CAISO final settlement data is available to SCE for such deliveries, whichever is sooner; (2) If SCE is not acting as Seller’s Scheduling Coordinator, the Scheduled The Metered Amounts for each XXX Period during the month for which the payment is being made; (3) If SCE is acting as Seller’s Scheduling Coordinator, the Delivered Amounts for each XXX Period during the month for which payment is being made; (4) A calculation of the amount payable to Seller for the month pursuant to Section 4.02(a)4.02; (54) A calculation of any payment adjustments pursuant to Section 4.02(b); (6) If SCE is acting as Seller’s Scheduling Coordinator, the ISO The CAISO Charges, ISO CAISO Sanctions and SCE Penalties pursuant to Exhibit RQ, which will be available approximately one hundred twenty (120) days following the last day of a calendar month (for electric energy deliveries during that month) or thirty (30) days after the CAISO final settlement data is available to SCE for such deliveries, whichever is sooner; and (75) A calculation of the net amount due Seller.; and (vvi) Send to Seller, via wire transfer, SCE’s payment of said net amount, plus plus, if such payment is late, a Simple Interest Payment calculated using the Interest Rate and the number of days that the such payment is late. (b) In the event that: (i) If SCE is acting as Seller’s Scheduling Coordinator, the ISO has recalculated the ISO Charges or credits for energy delivered to a real- time market during the Startup Period; (ii) If SCE is acting as Seller’s Scheduling Coordinator, a calculation of ISO Charges or ISO Sanctions is incorrect as a result of inaccurate meters, the corrections of data by the ISO in OMAR, or a recalculation of ISO Charges or ISO Sanctions by the ISO; or (iii) A calculation of Metered Amounts for any purpose hereunder is incorrect as a result of inaccurate meters or the correction of data by the ISO in OMAR; SCE shall promptly recompute Metered Amounts, ISO Charges or ISO Sanctions (as applicable) for the period of the inaccuracy based upon an adjustment of inaccurate meter readings or recalculated ISO Charges or ISO Sanctions in accordance with the ISO Tariff. SCE shall also promptly recompute any payment affected by the inaccuracy. Any amount due from SCE to Seller, or Seller to SCE, as the case may be, shall be made as an adjustment to the next monthly payment statement that is calculated after SCE’s recomputation using corrected measurements. In the event that the recomputation results in a net amount owed to SCE after offsetting any amounts owing to Seller as shown on the next monthly payment statement, any such additional amount still owing to SCE shall be offset on Seller’s next monthly payment statement. At SCE’s discretion, SCE may offset any remaining amount owed SCE on any subsequent monthly payment statement to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to SCE within twenty (20) days after receipt of such invoice. If SCE is acting as Seller’s Scheduling Coordinator, within sixty (60) days after receipt of the relevant information from the ISO, SCE shall make payment adjustments arising from a recalculation of ISO Charges (during the Startup Period), ISO Sanctions or SCE Penalties or as a result of inaccurate meters, including, if applicable, after the end of the Facility Term; provided that the Parties shall be deemed to have waived any such payment adjustments which are not communicated as provided in this Section 4.03 within twenty- eight (28) months from the end of the Facility Term. Adjustment payments for meter inaccuracy shall not bear interest. (c) SCE reserves the right to apply amounts that would otherwise be due to Seller under this Power Purchase Agreement as an offset in payment of any amounts owing and unpaid by Seller to SCE under this Power Purchase Agreement. Nothing in this Section 4.03 shall limit SCE’s rights under applicable tariffs, other agreements between the Parties or Applicable Law. (d) Except as provided in Section 4.03(b) and as otherwise provided in this Section 4.03(d), if within forty five (45) days of receipt of SCE’s monthly payment statement, Seller does not give Notice to SCE of an error, then Seller shall be deemed to have waived any error in SCE’s statement, computation and payment, and the statement shall be conclusively deemed correct and complete; provided, however, that if an error is identified by Seller as a result of settlement, audit or other information provided to Seller by SCE, the ISO or any other third party not under the control of, or an Affiliate of, Seller, after the expiration of the original forty-five (45) day period, Seller shall have an additional forty-five (45) days from the date on which it receives the information from SCE, the ISO or such third party in which to give Notice to SCE of the error identified by such settlement, audit or other information. If Seller identifies an error in Seller’s favor and SCE agrees that the identified error occurred, SCE shall reimburse Seller for the amount of the underpayment caused by the error and apply the additional payment to the next monthly statement that is calculated. If Seller identifies an error in SCE’s favor and SCE agrees that the identified error occurred, SCE may offset the amount of overpayment caused by the error against amounts otherwise owed to Seller and apply the offset to the next monthly payment statement that is calculated. Late payments to Seller resulting from SCE’s errors, or overpayments to Seller by SCE, shall include a Simple Interest Payment calculated using the Interest Rate and the number of days between the date due (or, in the case of overpayments by SCE, commencing five (5) Business Days from the date SCE provides Notice of such overpayments to Seller) and the date paid; provided, however, that changes made because of settlement, audit or other information provided by the ISO or any other third party not under the control of, or an Affiliate of, Seller, and not available to SCE when it rendered its original payment statement shall not bear interest. In the event that the recomputation results in a net amount still owing to SCE after offsetting any amounts owed to Seller, the next monthly payment statement shall show a net amount owing to SCE. At SCE’s discretion, SCE may offset this net amount owed SCE on any subsequent monthly payment statement to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to SCE within twenty (20) days after receipt of such invoice. The Parties shall negotiate in good faith to resolve any disputes regarding claimed errors in a payment statement. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through mediation and arbitration as provided in Article Twelve.

Payment Statement and Payment. (a) No After Initial Synchronization, Seller shall provide to SCE a calculation and breakdown of the RPS Eligible and Non-RPS Eligible Product in accordance with the time period set forth in Section 4.02(c)(ii). After Initial Synchronization, no later than thirty (30) days after the end of each calendar month after Initial Synchronization and during the Facility Term (or the last day of February the month if the month in which the payment statement is being sent in is February), or the last Business Day of the month if such 30th day (or 28th or 29th day for February) is a weekend day or holiday, holiday during which: (i) Scheduled Seller is delivering test energy during the Startup Period; (ii) Metered Amounts or Delivered Amounts (as applicable) are provided to SCE; (iiiii) If SCE is acting as Seller’s Scheduling Coordinator, ISO CAISO Charges, ISO CAISO Sanctions or any SCE Penalties are incurredincurred that affect payments in accordance with Section 3.21 and Exhibit Q; or (iiiiv) Payment adjustments Adjustments for payment errors are made as provided in Section 4.02(b) or set forth below; SCE shall do each of the following: (ivv) Send a statement to Seller showing: (1) If SCE is acting as Seller’s Scheduling Coordinator, the The sum of the ISO CAISO Charges and credits CAISO Revenues that are directly assigned by the ISO CAISO to the ISO CAISO Global Resource ID(s) for the Generating Facility for test energy delivered to the real-time market during the Startup Period, which will be available approximately one hundred twenty (120) days following the date of the relevant initial settlement statement or thirty (30) days after the CAISO final settlement statement is available to SCE for such deliveries, whichever is sooner; (2) If SCE is not acting as Seller’s Scheduling Coordinator, the Scheduled The Metered Amounts for each XXX Period during the month for which the payment is being mademade (including a breakdown of the amounts of RPS Eligible Product and Non-RPS Eligible Product); (3) If SCE is acting as Seller’s Scheduling Coordinator, the Delivered Amounts for each XXX Period during the month for which payment is being made; (4) A calculation of the amount payable to Seller for the month pursuant to Section 4.02(a)4.02; (54) A calculation of any payment adjustments pursuant to Section 4.02(b); (6) If SCE is acting as Seller’s Scheduling Coordinator, the ISO The CAISO Charges, ISO CAISO Sanctions and SCE Penalties pursuant to Exhibit RQ, which will be available approximately one hundred twenty (120) days following the date of the relevant initial settlement statement or thirty (30) days after the CAISO final settlement statement is available to SCE for such deliveries, whichever is sooner; and (75) A calculation of the net amount due Seller. (vvi) Send to Seller, via wire transfer, SCE’s payment of said net amount, plus plus, if such payment is late, a Simple Interest Payment calculated using the Interest Rate and the number of days that the such payment is late. (b) In the event SCE determines that: (i) If SCE is acting as Seller’s Scheduling Coordinator, the ISO The CAISO has recalculated the ISO CAISO Charges (for which Seller is responsible under Section 3.21 and Exhibit Q) or credits CAISO Revenues for test energy delivered to a real- the real-time market during the Startup Period;; or (ii) If SCE is acting as Seller’s Scheduling Coordinator, a A calculation of ISO Charges Metered Amounts, CAISO Charges, CAISO Sanctions or ISO Sanctions SCE Penalties (for which Seller is responsible under Section 3.21 and Exhibit Q) is incorrect as a result of inaccurate meters, the corrections correction of data by the ISO CAISO in OMAR, or a recalculation of ISO CAISO Charges or ISO CAISO Sanctions (for which Seller is responsible under Section 3.21 and Exhibit Q) by the ISO; or (iii) A calculation of Metered Amounts for any purpose hereunder is incorrect as a result of inaccurate meters or the correction of data by the ISO in OMAR; SCE shall promptly recompute Metered AmountsCAISO, ISO Charges or ISO Sanctions (as applicable) for the period of the inaccuracy based upon an adjustment of inaccurate meter readings or recalculated ISO Charges or ISO Sanctions in accordance with the ISO Tariff. SCE shall also promptly recompute any payment affected by the any meter or CAISO Charge, CAISO Sanction or SCE Penalty inaccuracy. Any amount due from SCE to Seller, or Seller to SCE, as the case may be, shall be made as an adjustment to the next monthly payment statement that is calculated after SCE’s recomputation using corrected measurements. In the event that the recomputation results in a net amount owed to SCE after offsetting applying any amounts owing to Seller as shown on the next monthly payment statement, any such additional amount still owing to SCE shall be offset on netted against amounts owed to Seller in any subsequent monthly payments to Seller or invoiced to Seller’s next monthly payment statement, in which case Seller must pay the amount owing to SCE within twenty (20) days after receipt of such invoice. At SCE’s discretion, SCE may offset net any remaining amount owed SCE on any subsequent monthly payment statement to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to SCE within twenty (20) days after receipt of such invoice. If SCE is acting as Seller’s Scheduling Coordinator, within sixty (60) days after receipt of the relevant information from the ISO, SCE shall may make payment adjustments arising from a recalculation of ISO Charges (during the Startup Period)CAISO Charges, ISO CAISO Sanctions or SCE Penalties or as a result of inaccurate meters, including, if applicable, meters after the end of the Facility Term; , provided that the Parties shall be deemed to have waived any such payment adjustments which are not communicated as provided in this Section 4.03 4.03(b) within twenty- twenty-eight (28) months from the end of the Facility Term. Adjustment payments for meter inaccuracy shall not bear interest. (c) SCE reserves the right to apply amounts that would otherwise be due to Seller under this Power Purchase Agreement as an offset in payment of any amounts owing and unpaid by Seller to SCE under this Power Purchase Agreement. Nothing in this Section 4.03 shall limit SCE’s rights under applicable tariffs, other agreements between the Parties or Applicable Law. (d) Except as provided in Section 4.03(b) and as otherwise provided in this Section 4.03(d), if within forty five (45) days of receipt of SCE’s monthly payment statement, Seller does not give Notice to SCE of an error, then Seller shall be deemed to have waived any error in SCE’s statement, computation and payment, and the statement shall be conclusively deemed correct and complete; provided, however, that if an error is identified by Seller as a result of settlement, audit or other information provided to Seller by SCE, the ISO or any other third party not under the control of, or an Affiliate of, Seller, after the expiration of the original forty-five (45) day period, Seller shall have an additional forty-five (45) days from the date on which it receives the information from SCE, the ISO or such third party in which to give Notice to SCE of the error identified by such settlement, audit or other information. If Seller identifies an error in Seller’s favor and SCE agrees that the identified error occurred, SCE shall reimburse Seller for the amount of the underpayment caused by the error and apply the additional payment to the next monthly statement that is calculated. If Seller identifies an error in SCE’s favor and SCE agrees that the identified error occurred, SCE may offset the amount of overpayment caused by the error against amounts otherwise owed to Seller and apply the offset to the next monthly payment statement that is calculated. Late payments to Seller resulting from SCE’s errors, or overpayments to Seller by SCE, shall include a Simple Interest Payment calculated using the Interest Rate and the number of days between the date due (or, in the case of overpayments by SCE, commencing five (5) Business Days from the date SCE provides Notice of such overpayments to Seller) and the date paid; provided, however, that changes made because of settlement, audit or other information provided by the ISO or any other third party not under the control of, or an Affiliate of, Seller, and not available to SCE when it rendered its original payment statement shall not bear interest. In the event that the recomputation results in a net amount still owing to SCE after offsetting any amounts owed to Seller, the next monthly payment statement shall show a net amount owing to SCE. At SCE’s discretion, SCE may offset this net amount owed SCE on any subsequent monthly payment statement to Seller or invoice Seller for such amount, in which case Seller must pay the amount owing to SCE within twenty (20) days after receipt of such invoice. The Parties shall negotiate in good faith to resolve any disputes regarding claimed errors in a payment statement. Any disputes which the Parties are unable to resolve through negotiation may be submitted for resolution through mediation and arbitration as provided in Article Twelve.