Common use of PUC Approval Clause in Contracts

PUC Approval. Any purchase and sale agreement related to the Facility entered into by the Parties is subject to approval by the PUC and the Parties' respective obligations thereunder are conditioned upon receipt of such approval, except as specifically provided otherwise therein. Company shall submit the purchase and sale agreement to the PUC for approval within thirty (30) Days after execution by both Parties, but Company does not extend any assurances that PUC approval will be obtained. Seller will provide reasonable cooperation to expedite obtaining an approval order from the PUC, including providing information requested by the PUC and parties to the PUC proceeding in which approval is being sought. Seller understands that lack of cooperation may result in Company's inability to file an application with the PUC and/or failure to receive PUC approval. Unless otherwise agreed to in writing by the Parties, neither Company nor Seller shall seek reconsideration, appeal, or other administrative or judicial review of any unfavorable PUC order. The Parties agree that neither Party has control over whether or not a PUC approval order will be issued and each Party hereby assumes any and all risk arising from, or relating in any way to, the inability to obtain a satisfactory PUC order and hereby releases the other Party from any and all claims relating thereto. Seller shall seek participation without intervention in the PUC docket for approval of the purchase and sale agreement pursuant to applicable rules and orders of the PUC. The scope of Seller's participation shall be determined by the PUC. However, Xxxxxx expressly agrees to seek participation for the limited purpose and only to the extent necessary to assist the PUC in making an informed decision regarding the approval of the purchase and sale agreement. If the Seller chooses not to seek participation in the docket, then Seller expressly agrees and knowingly waives the right to claim, before the PUC, in any court, arbitration or other proceeding, that the information submitted and the application requesting the PUC approval are insufficient to meet Company's burden of justifying that the terms of the purchase and sale agreement are just and reasonable and in the public interest, or otherwise deficient in any manner for purposes of supporting the PUC's approval of the purchase and sale agreement. Seller shall not seek in the docket and Company shall not disclose any confidential information to Seller that would provide Seller with an unfair business advantage or would otherwise harm the position of others with respect to their ability to compete on equal and fair terms. In order to constitute an approval order from the PUC under this Section 5 (PUC Approval) of this Attachment P (Sale of Facility by Seller), the order must approve the purchase and sale agreement, Company's funding arrangements and Company's acquisition of the Facility, shall not contain any terms and conditions deemed to be unacceptable by Company, and be in a form deemed reasonable by Company in its sole, but non-arbitrary, discretion.

PUC Approval. Any purchase and sale agreement related to the Facility entered into by the Parties This Agreement is subject to approval by the PUC in the form of a satisfactory PUC Approval Order and the Parties' respective obligations thereunder hereunder are conditioned upon receipt of such approval, except as specifically provided otherwise thereinherein. Upon the Execution Date of this Agreement, the Parties shall use good faith efforts to obtain, as soon as practicable, a PUC Approval Order that satisfies the requirements of Section 29.20(a) (PUC Approval Order). Company shall submit the purchase and sale agreement to the PUC an application for approval within thirty (30) Days after execution by both Parties, a satisfactory PUC Approval Order but Company does not extend any assurances that a PUC approval Approval will ultimately be obtained. Seller will provide reasonable cooperation to expedite obtaining an approval order from the PUCa PUC Approval Order including timely providing information requested by Company to support its application, including providing information for Company and its consultant to conduct a greenhouse gas emissions analysis for the PUC application, as well information requested by the PUC and parties to the PUC proceeding in which approval is being sought. Seller understands that lack of cooperation may result in Company's inability to file an application with the PUC and/or a failure to receive a PUC approvalApproval Order. Unless otherwise agreed For the avoidance of doubt, Company has no obligation to in writing by the Parties, neither Company nor Seller shall seek reconsideration, appeal, or other administrative or judicial review of any unfavorable Unfavorable PUC orderOrder. The Parties agree that neither Party has control over whether or not a PUC approval order Approval Order will be issued and each Party hereby assumes any and all risk risks arising from, or relating in any way to, the inability to obtain a satisfactory PUC order Approval Order and hereby releases the other Party from any and all claims relating thereto. Seller shall seek participation without intervention in the PUC docket for approval of the purchase and sale agreement this Agreement pursuant to applicable rules and orders of the PUC. The scope of Seller's participation shall be determined by the PUC. However, Xxxxxx expressly agrees to seek participation for the limited purpose and only to the extent necessary to assist the PUC in making an informed decision regarding the approval of the purchase and sale agreementthis Agreement. If the Seller chooses not to seek participation in the docket, then Seller expressly agrees and knowingly waives the any right to claim, before the PUC, in any court, arbitration or other proceeding, that the information submitted and the arguments offered by Company in support of the application requesting the PUC approval Approval Order are insufficient to meet Company's burden of justifying that the terms of the purchase and sale agreement this Agreement are just and reasonable and in the public interest, or otherwise deficient in any manner for purposes of supporting the PUC's approval of the purchase and sale agreementthis Agreement. Seller shall not seek in the docket and Company shall not disclose any confidential information to Seller that would provide Seller with an unfair business advantage or would otherwise harm the position of others with respect to their ability to compete on equal and fair terms. In order to constitute an approval order from the PUC under this Section 5 (PUC Approval) of this Attachment P (Sale of Facility by Seller), the order must approve the purchase and sale agreement, Company's funding arrangements and Company's acquisition of the Facility, shall not contain any terms and conditions deemed to be unacceptable by Company, and be in a form deemed reasonable by Company in its sole, but non-arbitrary, discretion.

PUC Approval. Any purchase and sale agreement related to the Facility entered into by the Parties This Agreement is subject to approval by the PUC in the form of a satisfactory PUC Approval Order and the Parties' respective obligations thereunder hereunder are conditioned upon receipt of such approval, except as specifically provided otherwise thereinherein. Upon the Execution Date of this Agreement, the Parties shall use good faith efforts to obtain, as soon as practicable, a PUC Approval Order that satisfies the requirements of Section 29.20(a) (PUC Approval Order). Company shall submit the purchase and sale agreement to the PUC an application for approval within thirty (30) Days after execution by both Parties, a satisfactory PUC Approval Order but Company does not extend any assurances that a PUC approval Approval will ultimately be obtained. Seller will provide reasonable cooperation to expedite obtaining an approval order from the PUCa PUC Approval Order including timely providing information requested by Company to support its application, including providing information for Company and its consultant to conduct a greenhouse gas emissions analysis for the PUC application, as well as information requested by the PUC and parties to the PUC proceeding in which approval is being sought. Seller understands that lack of cooperation may result in Company's inability to file an application with the PUC and/or a failure to receive a PUC approvalApproval Order. Unless otherwise agreed For the avoidance of doubt, Company has no obligation to in writing by the Parties, neither Company nor Seller shall seek reconsideration, appeal, or other administrative or judicial review of any unfavorable Unfavorable PUC orderOrder. The Parties agree that neither Party has control over whether or not a PUC approval order Approval Order will be issued and each Party hereby assumes any and all risk risks arising from, or relating in any way to, the inability to obtain a satisfactory PUC order Approval Order and hereby releases the other Party from any and all claims relating thereto. Seller shall seek participation without intervention in the PUC docket for approval of the purchase and sale agreement this Agreement pursuant to applicable rules and orders of the PUC. The scope of Seller's participation shall be determined by the PUC. However, Xxxxxx expressly agrees to seek participation for the limited purpose and only to the extent necessary to assist the PUC in making an informed decision regarding the approval of the purchase and sale agreementthis Agreement. If the Seller chooses not to seek participation in the docket, then Seller expressly agrees and knowingly waives the any right to claim, before the PUC, in any court, arbitration or other proceeding, that the information submitted and the arguments offered by Company in support of the application requesting the PUC approval Approval Order are insufficient to meet Company's burden of justifying that the terms of the purchase and sale agreement this Agreement are just and reasonable and in the public interest, or otherwise deficient in any manner for purposes of supporting the PUC's approval of the purchase and sale agreementthis Agreement. Seller shall not seek in the docket and Company shall not disclose any confidential information to Seller that would provide Seller with an unfair business advantage or would otherwise harm the position of others with respect to their ability to compete on equal and fair terms. In order to constitute an approval order from the PUC under this Section 5 (PUC Approval) of this Attachment P (Sale of Facility by Seller), the order must approve the purchase and sale agreement, Company's funding arrangements and Company's acquisition of the Facility, shall not contain any terms and conditions deemed to be unacceptable by Company, and be in a form deemed reasonable by Company in its sole, but non-arbitrary, discretion.

PUC Approval. Any purchase and sale agreement related to the Facility entered into by the Parties This Agreement is subject to approval by the PUC in the form of a satisfactory PUC Approval Order and the Parties' respective obligations thereunder hereunder are conditioned upon receipt of such approval, except as specifically provided otherwise thereinherein. Upon the Execution Date of this Agreement, the Parties shall use good faith efforts to obtain, as soon as practicable, a PUC Approval Order that satisfies the requirements of Section 29.20(a) (PUC Approval Order). Company shall submit the purchase and sale agreement to the PUC an application for approval within thirty (30) Days after execution by both Parties, a satisfactory PUC Approval Order but Company does not extend any assurances that a PUC approval Approval will ultimately be obtained. Seller will provide reasonable cooperation to expedite obtaining an approval order from the PUC, a PUC Approval Order including timely providing information requested by the PUC and parties to the PUC proceeding in which approval is being sought. Seller understands that lack of cooperation may result in Company's inability to file an application with the PUC and/or a failure to receive a PUC approvalApproval Order. Unless otherwise agreed For the avoidance of doubt, Company has no obligation to in writing by the Parties, neither Company nor Seller shall seek reconsideration, appeal, or other administrative or judicial review of any unfavorable Unfavorable PUC orderOrder. The Parties agree that neither Party has control over whether or not a PUC approval order Approval Order will be issued and each Party hereby assumes any and all risk risks arising from, or relating in any way to, the inability to obtain a satisfactory PUC order Approval Order and hereby releases the other Party from any and all claims relating thereto. Seller shall seek participation without intervention in the PUC docket for approval of the purchase and sale agreement this Agreement pursuant to applicable rules and orders of the PUC. The scope of Seller's participation shall be determined by the PUC. However, Xxxxxx expressly agrees to seek participation for the limited purpose and only to the extent necessary to assist the PUC in making an informed decision regarding the approval of the purchase and sale agreementthis Agreement. If the Seller chooses not to seek participation in the docket, then Seller expressly agrees and knowingly waives the any right to claim, before the PUC, in any court, arbitration or other proceeding, that the information submitted and the arguments offered by Company in support of the application requesting the PUC approval Approval Order are insufficient to meet Company's burden of justifying that the terms of the purchase and sale agreement this Agreement are just and reasonable and in the public interest, or otherwise deficient in any manner for purposes of supporting the PUC's approval of the purchase and sale agreementthis Agreement. Seller shall not seek in the docket and Company shall not disclose any confidential information to Seller that would provide Seller with an unfair business advantage or would otherwise harm the position of others with respect to their ability to compete on equal and fair terms. In order to constitute an approval order from the PUC under this Section 5 (PUC Approval) of this Attachment P (Sale of Facility by Seller), the order must approve the purchase and sale agreement, Company's funding arrangements and Company's acquisition of the Facility, shall not contain any terms and conditions deemed to be unacceptable by Company, and be in a form deemed reasonable by Company in its sole, but non-arbitrary, discretion.

PUC Approval. Any purchase and sale agreement related to the Facility entered into by the Parties This Agreement is subject to approval by the PUC in the form of a satisfactory PUC Approval Order and the Parties' respective obligations thereunder hereunder are conditioned upon receipt of such approval, except as specifically provided otherwise thereinherein. Upon the Execution Date of this Agreement, the Parties shall use good faith efforts to obtain, as soon as practicable, a PUC Approval Order that satisfies the requirements of Section 29.20(a) (PUC Approval Order). Company shall submit the purchase and sale agreement to the PUC an application for approval within thirty (30) Days after execution by both Parties, a satisfactory PUC Approval Order but Company does not extend any assurances that a PUC approval Approval will ultimately be obtained. Seller Subscriber Organization will provide reasonable cooperation to expedite obtaining an approval order from the PUCa PUC Approval Order including timely providing information requested by Company to support its application, including providing information for Company and its consultant to conduct a greenhouse gas emissions analysis for the PUC application, as well as information requested by the PUC and parties to the PUC proceeding in which approval is being sought. Seller Subscriber Organization understands that lack of cooperation may result in Company's inability to file an application with the PUC and/or a failure to receive a PUC approvalApproval Order. Unless otherwise agreed For the avoidance of doubt, Company has no obligation to in writing by the Parties, neither Company nor Seller shall seek reconsideration, appeal, or other administrative or judicial review of any unfavorable Unfavorable PUC orderOrder. The Parties agree that neither Party has control over whether or not a PUC approval order Approval Order will be issued and each Party hereby assumes any and all risk risks arising from, or relating in any way to, the inability to obtain a satisfactory PUC order Approval Order and hereby releases the other Party from any and all claims relating thereto. Seller Subscriber Organization shall seek participation without intervention in the PUC docket for approval of the purchase and sale agreement this Agreement pursuant to applicable rules and orders of the PUC. The scope of SellerSubscriber Organization's participation shall be determined by the PUC. However, Xxxxxx Subscriber Organization expressly agrees to seek participation for the limited purpose and only to the extent necessary to assist the PUC in making an informed decision regarding the approval of the purchase and sale agreementthis Agreement. If the Seller Subscriber Organization chooses not to seek participation in the docket, then Seller Subscriber Organization expressly agrees and knowingly waives the any right to claim, before the PUC, in any court, arbitration or other proceeding, that the information submitted and the arguments offered by Company in support of the application requesting the PUC approval Approval Order are insufficient to meet Company's burden of justifying that the terms of the purchase and sale agreement this Agreement are just and reasonable and in the public interest, or otherwise deficient in any manner for purposes of supporting the PUC's approval of the purchase and sale agreementthis Agreement. Seller Subscriber Organization shall not seek in the docket and Company shall not disclose any confidential information to Seller Subscriber Organization that would provide Seller Subscriber Organization with an unfair business advantage or would otherwise harm the position of others with respect to their ability to compete on equal and fair terms. In order to constitute an approval order from the PUC under this Section 5 (PUC Approval) of this Attachment P (Sale of Facility by Seller), the order must approve the purchase and sale agreement, Company's funding arrangements and Company's acquisition of the Facility, shall not contain any terms and conditions deemed to be unacceptable by Company, and be in a form deemed reasonable by Company in its sole, but non-arbitrary, discretion.

PUC Approval. Any purchase and sale agreement related to the Facility entered into by the Parties is subject to approval by the PUC and the Parties' respective obligations thereunder are conditioned upon receipt of such approval, except as specifically provided otherwise therein. Company shall submit the purchase and sale agreement to the PUC for approval within thirty (30) Days after execution by both Parties, but Company does not extend any assurances that PUC approval will be obtained. Seller will provide reasonable cooperation to expedite obtaining an approval order from the PUC, including providing information requested by the PUC and parties to the PUC proceeding in which approval is being sought. Seller understands that lack of cooperation may result in Company's inability to file an application with the PUC and/or failure to receive PUC approval. Unless otherwise agreed to in writing by the Parties, neither Company nor Seller shall seek reconsideration, appeal, or other administrative or judicial review of any unfavorable PUC order. The Parties agree that neither Party has control over whether or not a PUC approval order will be issued and each Party hereby assumes any and all risk arising from, or relating in any way to, the inability to obtain a satisfactory PUC order and hereby releases the other Party from any and all claims relating thereto. Seller shall seek participation without intervention in the PUC docket for approval of the purchase and sale agreement pursuant to applicable rules and orders of the PUC. The scope of Seller's participation shall be determined by the PUC. However, Xxxxxx expressly agrees to seek participation for the limited purpose and only to the extent necessary to assist the PUC in making an informed decision regarding the approval of the purchase and sale agreement. If the Seller chooses not to seek participation in the docket, then Seller expressly agrees and knowingly waives the right to claim, before the PUC, in any court, arbitration or other proceeding, that the information submitted and the application requesting the PUC approval are insufficient to meet Company's burden of justifying that the terms of the purchase and sale agreement are just and reasonable and in the public interest, or otherwise deficient in any manner for purposes of supporting the PUC's approval of the purchase and sale agreement. Seller shall not seek in the docket and Company shall not disclose any confidential information to Seller that would provide Seller with an unfair business advantage or would otherwise harm the position of others with respect to their ability to compete on equal and fair terms. In order to constitute an approval order from the PUC under this Section 5 (PUC Approval) of this Attachment P (Sale of Facility Transfers by Seller), the order must approve the purchase and sale agreement, Company's funding arrangements and Company's acquisition of the Facility, shall not contain any terms and conditions deemed to be unacceptable by Company, and be in a form deemed reasonable by Company in its sole, but non-arbitrary, discretion.

PUC Approval. Any (1) Notwithstanding any other provisions of this Agreement that might be construed to the contrary, Company’s purchase of electric energy under this Agreement and Company’s payment of the Capacity Charge, and any and all terms and conditions of this Agreement that are ancillary to that purchase and sale agreement related to that payment, are all contingent upon obtaining the Facility entered into by Non-appealable PUC Approval Order and the occurrence of the Capacity Rate Inclusion Date. Upon the execution of this Agreement, the Parties is subject shall use good faith efforts to approval by obtain, as soon as practicable, a satisfactory PUC Approval Order that satisfies the requirements of Section 25.12(A) (PUC and the Parties' respective obligations thereunder are conditioned upon receipt of such approval, except as specifically provided otherwise thereinApproval Order). Company shall submit the purchase and sale agreement to the PUC an application for approval within thirty (30) Days after execution by both Parties, a satisfactory PUC Approval Order but Company does not extend any assurances assurance that a PUC approval Approval will ultimately be obtained. Seller will provide reasonable cooperation to expedite obtaining an approval order from the PUCa PUC Approval Order including timely providing information requested by Company to support its application, including providing information for Company and its consultant to conduct a greenhouse gas emissions analysis for the PUC application, as well information requested by the PUC and parties to the PUC proceeding in which approval is being sought. Seller understands that lack of cooperation may result in Company's inability to file an application with the PUC and/or a failure to receive a PUC approvalApproval Order. Unless otherwise agreed For the avoidance of doubt, Company has no obligation to in writing by the Parties, neither Company nor Seller shall seek reconsideration, appeal, or other administrative or judicial review of any unfavorable Unfavorable PUC orderOrder. The Parties agree that neither Party has control over whether or not a PUC approval order Approval Order will be issued and each Party hereby assumes any and all risk risks arising from, or relating in any way to, the inability to obtain a satisfactory PUC order Approval Order and hereby releases the other Party from any and all claims relating thereto. Seller shall seek participation without intervention in the PUC docket for approval of the purchase and sale agreement pursuant to applicable rules and orders of the PUC. The scope of Seller's participation shall be determined by the PUC. However, Xxxxxx expressly agrees to seek participation for the limited purpose and only to the extent necessary to assist the PUC in making an informed decision regarding the approval of the purchase and sale agreement. If the Seller chooses not to seek participation in the docket, then Seller expressly agrees and knowingly waives the right to claim, before the PUC, in any court, arbitration or other proceeding, that the information submitted and the application requesting the PUC approval are insufficient to meet Company's burden of justifying that the terms of the purchase and sale agreement are just and reasonable and in the public interest, or otherwise deficient in any manner for purposes of supporting the PUC's approval of the purchase and sale agreement. Seller shall not seek in the docket and Company shall not disclose any confidential information to Seller that would provide Seller with an unfair business advantage or would otherwise harm the position of others with respect to their ability to compete on equal and fair terms. In order to constitute an approval order from the PUC under this Section 5 (PUC Approval) of this Attachment P (Sale of Facility by Seller), the order must approve the purchase and sale agreement, Company's funding arrangements and Company's acquisition of the Facility, shall not contain any terms and conditions deemed to be unacceptable by Company, and be in a form deemed reasonable by Company in its sole, but non-arbitrary, discretion.

PUC Approval. Any purchase and sale agreement related to the Facility entered into by the Parties This Agreement is subject to approval by the PUC in the form of a satisfactory PUC Approval Order and the Parties' respective obligations thereunder hereunder are conditioned upon receipt of such approval, except as specifically provided otherwise thereinherein. Upon the Execution Date of this Agreement, the Parties shall use good faith efforts to obtain, as soon as practicable, a PUC Approval Order that satisfies the requirements of Section 29.20(a) (PUC Approval Order). Company shall submit the purchase and sale agreement to the PUC an application for approval within thirty (30) Days after execution by both Parties, a satisfactory PUC Approval Order but Company does not extend any assurances that a PUC approval Approval will ultimately be obtained. Seller will provide reasonable cooperation to expedite obtaining an approval order from the PUCa PUC Approval Order including timely providing information requested by Company to support its application, including providing information for Company and its consultant to conduct a greenhouse gas emissions analysis for the PUC application, as well information requested by the PUC and parties to the PUC proceeding in which approval is being sought. Seller understands that lack of cooperation may result in Company's inability to file an application with the PUC and/or a failure to receive a PUC approvalApproval Order. Unless otherwise agreed For the avoidance of doubt, Company has no obligation to in writing by the Parties, neither Company nor Seller shall seek reconsideration, appeal, or other administrative or judicial review of any unfavorable Unfavorable PUC orderOrder. The Parties agree that neither Party has control over whether or not a PUC approval order Approval Order will be issued and each Party hereby assumes any and all risk risks arising from, or relating in any way to, the inability to obtain a satisfactory PUC order Approval Order and hereby releases the other Party from any and all claims relating thereto. Seller shall seek participation without intervention in the PUC docket for approval of the purchase and sale agreement this Agreement pursuant to applicable rules and orders of the PUC. The scope of Seller's participation shall be determined by the PUC. However, Xxxxxx expressly agrees to seek participation for the limited purpose and only to the extent necessary to assist the PUC in making an informed decision regarding the approval of the purchase and sale agreementthis Agreement. If the Seller chooses not to seek participation in the docket, then Seller Xxxxxx expressly agrees and knowingly waives the any right to claim, before the PUC, in any court, arbitration or other proceeding, that the information submitted and the arguments offered by Company in support of the application requesting the PUC approval Approval Order are insufficient to meet Company's burden of justifying that the terms of the purchase and sale agreement this Agreement are just and reasonable and in the public interest, or otherwise deficient in any manner for purposes of supporting the PUC's approval of the purchase and sale agreementthis Agreement. Seller shall not seek in the docket and Company shall not disclose any confidential information to Seller that would provide Seller with an unfair business advantage or would otherwise harm the position of others with respect to their ability to compete on equal and fair terms. In order to constitute an approval order from the PUC under this Section 5 (PUC Approval) of this Attachment P (Sale of Facility by Seller), the order must approve the purchase and sale agreement, Company's funding arrangements and Company's acquisition of the Facility, shall not contain any terms and conditions deemed to be unacceptable by Company, and be in a form deemed reasonable by Company in its sole, but non-arbitrary, discretion.

PUC Approval. Any purchase and sale agreement related to the Facility entered into by the Parties is subject to approval by the PUC and the Parties' respective obligations thereunder are conditioned upon receipt of such approval, except as specifically provided otherwise therein. Company shall submit the purchase and sale agreement to the PUC for approval within thirty (30) Days after execution by both Parties, but Company does not extend any assurances that PUC approval will be obtained. Seller Subscriber Organization will provide reasonable cooperation to expedite obtaining an approval order from the PUC, including providing information requested by the PUC and parties to the PUC proceeding in which approval is being sought. Seller Subscriber Organization understands that lack of cooperation may result in Company's inability to file an application with the PUC and/or failure to receive PUC approval. Unless otherwise agreed to in writing by the Parties, neither Company nor Seller Subscriber Organization shall seek reconsideration, appeal, or other administrative or judicial review of any unfavorable PUC order. The Parties agree that neither Party has control over whether or not a PUC approval order will be issued and each Party hereby assumes any and all risk arising from, or relating in any way to, the inability to obtain a satisfactory PUC order and hereby releases the other Party from any and all claims relating thereto. Seller Subscriber Organization shall seek participation without intervention in the PUC docket for approval of the purchase and sale agreement pursuant to applicable rules and orders of the PUC. The scope of SellerSubscriber Organization's participation shall be determined by the PUC. However, Xxxxxx Subscriber Organization expressly agrees to seek participation for the limited purpose and only to the extent necessary to assist the PUC in making an informed decision regarding the approval of the purchase and sale agreement. If the Seller Subscriber Organization chooses not to seek participation in the docket, then Seller Subscriber Organization expressly agrees and knowingly waives the right to claim, before the PUC, in any court, arbitration or other proceeding, that the information submitted and the application requesting the PUC approval are insufficient to meet Company's burden of justifying that the terms of the purchase and sale agreement are just and reasonable and in the public interest, or otherwise deficient in any manner for purposes of supporting the PUC's approval of the purchase and sale agreement. Seller Subscriber Organization shall not seek in the docket and Company shall not disclose any confidential information to Seller Subscriber Organization that would provide Seller Subscriber Organization with an unfair business advantage or would otherwise harm the position of others with respect to their ability to compete on equal and fair terms. In order to constitute an approval order from the PUC under this Section 5 (PUC Approval) of this Attachment P (Sale of Facility by SellerSubscriber Organization), the order must approve the purchase and sale agreement, Company's funding arrangements and Company's acquisition of the Facility, shall not contain any terms and conditions deemed to be unacceptable by Company, and be in a form deemed reasonable by Company in its sole, but non-arbitrary, discretion.

PUC Approval. Any purchase and sale agreement related to No later than 45 Days after the Facility entered into by the Parties is subject to approval by the PUC and the Parties' respective obligations thereunder are conditioned upon receipt date of such approvalthis PPA, except as specifically provided otherwise therein. Company shall submit the purchase and sale agreement may apply to the PUC for approval PUC Approval. If Company fails to apply for PUC Approval within thirty (30) 45 Days after execution by both Partiesfollowing the date of this PPA, but Company does not extend any assurances that shall be deemed to have waived its right to obtain PUC approval will be obtainedApproval and to terminate this PPA under this Section 6.1, and this PPA shall remain in full force and effect thereafter. If Company applies for PUC Approval, Company shall use Commercially Reasonable Efforts to obtain PUC Approval as soon as reasonably practicable. Seller will provide reasonable cooperation shall cooperate with Company’s efforts to expedite obtaining an approval order from the PUCobtain PUC Approval , including providing information requested provision of site-specific surveys for endangered species, avian migration pathways and critical habitats, and certification of consultation with the Colorado Division of Wildlife with respect thereto, as required by 4 CCR 723-3668. If Company applies for PUC Approval, Company shall have the right to terminate this PPA, without any further financial or other obligation to Seller as a result of such termination, by notice to Seller at any time within 30 Days following issuance of a written order by the PUC rejecting PUC Approval, or granting PUC Approval with conditions unacceptable to Company in its sole discretion; at any time between the 180th and parties 215th Day following Company’s application for PUC Approval, if prior to the PUC proceeding in which approval is being sought. Seller understands that lack date of cooperation may result in Company's inability to file an application with such termination the PUC has not issued a written order granting or rejecting PUC Approval; at any time within 30 Days following timely request for reconsideration (in whole or in any material part) by any third party with standing, of a written PUC order granting PUC Approval; and/or failure at any time within 30 Days following timely appeal by any party with standing, of a written PUC order granting PUC Approval. If Company is eligible but fails to receive PUC approval. Unless otherwise agreed to in writing terminate this PPA by the Partiesapplicable date, neither Company nor Seller shall seek reconsideration, appeal, or other administrative or judicial review of any unfavorable PUC order. The Parties agree that neither Party has control over whether or not a PUC approval order will be issued and each Party hereby assumes any and all risk arising from, or relating in any way to, the inability to obtain a satisfactory PUC order and hereby releases the other Party from any and all claims relating thereto. Seller shall seek participation without intervention in the PUC docket for approval of the purchase and sale agreement pursuant to applicable rules and orders of the PUC. The scope of Seller's participation shall be determined by the PUC. However, Xxxxxx expressly agrees deemed to seek participation for the limited purpose and only to the extent necessary to assist the PUC in making an informed decision regarding the approval of the purchase and sale agreement. If the Seller chooses not to seek participation in the docket, then Seller expressly agrees and knowingly waives the have waived its right to claim, before the PUC, in any court, arbitration or other proceeding, that the information submitted and the application requesting the PUC approval are insufficient to meet Company's burden of justifying that the terms of the purchase and sale agreement are just and reasonable and in the public interest, or otherwise deficient in any manner for purposes of supporting the PUC's approval of the purchase and sale agreement. Seller shall not seek in the docket and Company shall not disclose any confidential information to Seller that would provide Seller with an unfair business advantage or would otherwise harm the position of others with respect to their ability to compete on equal and fair terms. In order to constitute an approval order from the PUC terminate this PPA under this Section 5 (PUC Approval) of this Attachment P (Sale of Facility by Seller6.1(C), the order must approve the purchase and sale agreement, Company's funding arrangements this PPA shall remain in full force and Company's acquisition of the Facility, shall not contain any terms and conditions deemed to be unacceptable by Company, and be in a form deemed reasonable by Company in its sole, but non-arbitrary, discretioneffect thereafter.

PUC Approval. Any purchase and sale agreement related to the Facility entered into by the Parties (a) This Agreement is subject to approval by the PUC in the form of a satisfactory PUC Approval Order and the Parties' respective obligations thereunder hereunder are conditioned upon receipt of such approval, except as specifically provided otherwise thereinherein. Upon the Execution Date of this Agreement, the Parties shall use good faith efforts to obtain, as soon as practicable, a PUC Approval Order that satisfies the requirements of Section 29.20(a) (PUC Approval Order). Company shall submit the purchase and sale agreement to the PUC an application for approval within thirty (30) Days after execution by both Parties, a satisfactory PUC Approval Order but Company does not extend any assurances that a PUC approval Approval will ultimately be obtained. Seller will provide reasonable cooperation to expedite obtaining an approval order from the PUC, a PUC Approval Order including timely providing information requested by the PUC and parties to the PUC proceeding in which approval is being sought. Seller understands that lack of cooperation may result in Company's inability to file an application with the PUC and/or a failure to receive a PUC approvalApproval Order. Unless otherwise agreed For the avoidance of doubt, Company has no obligation to in writing by the Parties, neither Company nor Seller shall seek reconsideration, appeal, or other administrative or judicial review of any unfavorable Unfavorable PUC orderOrder. The Parties agree that neither Party has control over whether or not a PUC approval order Approval Order will be issued and each Party hereby assumes any and all risk risks arising from, or relating in any way to, the inability to obtain a satisfactory PUC order Approval Order and hereby releases the other Party from any and all claims relating thereto. Seller shall seek participation without intervention in the PUC docket for approval of the purchase and sale agreement pursuant to applicable rules and orders of the PUC. The scope of Seller's participation shall be determined by the PUC. However, Xxxxxx expressly agrees to seek participation for the limited purpose and only to the extent necessary to assist the PUC in making an informed decision regarding the approval of the purchase and sale agreement. If the Seller chooses not to seek participation in the docket, then Seller expressly agrees and knowingly waives the right to claim, before the PUC, in any court, arbitration or other proceeding, that the information submitted and the application requesting the PUC approval are insufficient to meet Company's burden of justifying that the terms of the purchase and sale agreement are just and reasonable and in the public interest, or otherwise deficient in any manner for purposes of supporting the PUC's approval of the purchase and sale agreement. Seller shall not seek in the docket and Company shall not disclose any confidential information to Seller that would provide Seller with an unfair business advantage or would otherwise harm the position of others with respect to their ability to compete on equal and fair terms. In order to constitute an approval order from the PUC under this Section 5 (PUC Approval) of this Attachment P (Sale of Facility by Seller), the order must approve the purchase and sale agreement, Company's funding arrangements and Company's acquisition of the Facility, shall not contain any terms and conditions deemed to be unacceptable by Company, and be in a form deemed reasonable by Company in its sole, but non-arbitrary, discretion.

PUC Approval. Any purchase and sale agreement related to No later than 45 Days after the Facility entered into by the Parties is subject to approval by the PUC and the Parties' respective obligations thereunder are conditioned upon receipt date of such approvalthis PPA, except as specifically provided otherwise therein. Company shall submit the purchase and sale agreement may apply to the PUC for approval PUC Approval. If Company fails to apply for PUC Approval within thirty (30) 45 Days after execution following the date of this PPA, Company shall be deemed to have waived its right to obtain PUC Approval and to terminate this PPA under this Section 6.1, and this PPA shall remain in full force and effect thereafter. If Company applies for PUC Approval, Company shall use Commercially Reasonable Efforts to obtain PUC Approval as soon as reasonably practicable, and Seller shall cooperate with such effort If Company applies for PUC Approval, Company shall have the right to terminate this PPA, without any further financial or other obligation to Seller as a result of such termination, by both Parties, but Company does not extend notice to Seller: at any assurances that PUC approval will be obtained. Seller will provide reasonable cooperation to expedite obtaining an approval time within 30 Days following issuance of a written order from the PUC, including providing information requested by the PUC rejecting PUC Approval, or granting PUC Approval with conditions unacceptable to Company in its sole discretion; at any time between the 180th and parties 215th Day following Company’s application for PUC Approval, if prior to the PUC proceeding in which approval is being sought. Seller understands that lack date of cooperation may result in Company's inability to file an application with such termination the PUC has not issued a written order granting or rejecting PUC Approval at any time within 30 Days following timely request for reconsideration (in whole or in any material part) by any third party with standing, of a written PUC order granting PUC Approval; and/or failure at any time within 30 Days following timely appeal by any third party with standing, of a written PUC order granting PUC Approval. If Company is eligible but fails to receive PUC approval. Unless otherwise agreed to in writing terminate this PPA by the Partiesapplicable date, neither Company nor Seller shall seek reconsideration, appeal, or other administrative or judicial review of any unfavorable PUC order. The Parties agree that neither Party has control over whether or not a PUC approval order will be issued and each Party hereby assumes any and all risk arising from, or relating in any way to, the inability to obtain a satisfactory PUC order and hereby releases the other Party from any and all claims relating thereto. Seller shall seek participation without intervention in the PUC docket for approval of the purchase and sale agreement pursuant to applicable rules and orders of the PUC. The scope of Seller's participation shall be determined by the PUC. However, Xxxxxx expressly agrees deemed to seek participation for the limited purpose and only to the extent necessary to assist the PUC in making an informed decision regarding the approval of the purchase and sale agreement. If the Seller chooses not to seek participation in the docket, then Seller expressly agrees and knowingly waives the have waived its right to claim, before the PUC, in any court, arbitration or other proceeding, that the information submitted and the application requesting the PUC approval are insufficient to meet Company's burden of justifying that the terms of the purchase and sale agreement are just and reasonable and in the public interest, or otherwise deficient in any manner for purposes of supporting the PUC's approval of the purchase and sale agreement. Seller shall not seek in the docket and Company shall not disclose any confidential information to Seller that would provide Seller with an unfair business advantage or would otherwise harm the position of others with respect to their ability to compete on equal and fair terms. In order to constitute an approval order from the PUC terminate this PPA under this Section 5 (PUC Approval) of this Attachment P (Sale of Facility by Seller6.1(C), the order must approve the purchase and sale agreement, Company's funding arrangements this PPA shall remain in full force and Company's acquisition of the Facility, shall not contain any terms and conditions deemed to be unacceptable by Company, and be in a form deemed reasonable by Company in its sole, but non-arbitrary, discretioneffect thereafter.

PUC Approval. Any purchase and sale agreement related to the Facility entered into by the Parties (a) This Agreement is subject to approval by the PUC in the form of a satisfactory PUC Approval Order and the Parties' respective obligations thereunder hereunder are conditioned upon receipt of such approval, except as specifically provided otherwise thereinherein. Upon the Execution Date of this Agreement, the Parties shall use good faith efforts to obtain, as soon as practicable, a PUC Approval Order that satisfies the requirements of Section 29.20(a) (PUC Approval Order). Company shall submit the purchase and sale agreement to the PUC an application for approval within thirty (30) Days after execution by both Parties, a satisfactory PUC Approval Order but Company does not extend any assurances that a PUC approval Approval will ultimately be obtained. Seller will provide reasonable cooperation to expedite obtaining an approval order from the PUC, a PUC Approval Order including timely providing information requested by the PUC and parties to the PUC proceeding in which approval is being sought. Seller understands that lack of cooperation may result in Company's inability to file an application with the PUC and/or a failure to receive a PUC approvalApproval Order. Unless otherwise agreed For the avoidance of doubt, Company has no obligation to in writing by the Parties, neither Company nor Seller shall seek reconsideration, appeal, or other administrative or judicial review of any unfavorable Unfavorable PUC orderOrder. The Parties agree that neither Party has control over whether or not a PUC approval order Approval Order will be issued and each Party hereby assumes any and all risk risks arising from, or relating in any way to, the inability to obtain a satisfactory PUC order Approval Order and hereby releases the other Party from any and all claims relating thereto. Seller shall seek participation without intervention in the PUC docket for approval of the purchase and sale agreement pursuant to applicable rules and orders of the PUC. The scope of Seller's participation shall be determined by the PUC. However, Xxxxxx expressly agrees to seek participation for the limited purpose and only to the extent necessary to assist the PUC in making an informed decision regarding the approval of the purchase and sale agreement. If the Seller chooses not to seek participation in the docket, then Seller expressly agrees and knowingly waives the right to claim, before the PUC, in any court, arbitration or other proceeding, that the information submitted and the application requesting the PUC approval are insufficient to meet Company's burden of justifying that the terms of the purchase and sale agreement are just and reasonable and in the public interest, or otherwise deficient in any manner for purposes of supporting the PUC's approval of the purchase and sale agreement. Seller shall not seek in the docket and Company shall not disclose any confidential information to Seller that would provide Seller with an unfair business advantage or would otherwise harm the position of others with respect to their ability to compete on equal and fair terms. In order to constitute an approval order from the PUC under this Section 5 (PUC Approval) of this Attachment P (Sale of Facility by Seller), the order must approve the purchase and sale agreement, Company's funding arrangements and Company's acquisition of the Facility, shall not contain any terms and conditions deemed to be unacceptable by Company, and be in a form deemed reasonable by Company in its sole, but non-arbitrary, discretion.thereto.‌‌

PUC Approval. Any purchase and sale agreement related to No later than 45 Days after the Facility entered into by the Parties is subject to approval by the PUC and the Parties' respective obligations thereunder are conditioned upon receipt date of such approvalthis PPA, except as specifically provided otherwise therein. Company shall submit the purchase and sale agreement may apply to the PUC for approval PUC Approval. If Company fails to apply for PUC Approval within thirty (30) 45 Days after execution by both Partiesfollowing the date of this PPA, but Company does not extend any assurances that shall be deemed to have waived its right to obtain PUC approval will be obtainedApproval and to terminate this PPA under this Section 6.1, and this PPA shall remain in full force and effect thereafter. If Company applies for PUC Approval, Company shall use Commercially Reasonable Efforts to obtain PUC Approval as soon as reasonably practicable. Seller will provide reasonable cooperation shall cooperate with Company’s efforts to expedite obtaining an approval order from the PUCobtain PUC Approval, including providing information requested provision of site-specific surveys for endangered species, avian migration pathways and critical habitats, and certification of consultation with the Colorado Division of Wildlife with respect thereto, as required by 4 CCR 723-3668. If Company applies for PUC Approval, Company shall have the right to terminate this PPA, without any further financial or other obligation to Seller as a result of such termination, by notice to Seller at any time within 30 Days following issuance of a written order by the PUC rejecting PUC Approval, or granting PUC Approval with conditions unacceptable to Company in its sole discretion; at any time between the 180th and parties 215th Day following Company’s application for PUC Approval, if prior to the PUC proceeding in which approval is being sought. Seller understands that lack date of cooperation may result in Company's inability to file an application with such termination the PUC has not issued a written order granting or rejecting PUC Approval; at any time within 30 Days following timely request for reconsideration (in whole or in any material part) by any third party with standing, of a written PUC order granting PUC Approval; and/or failure at any time within 30 Days following timely appeal by any party with standing, of a written PUC order granting PUC Approval. If Company is eligible but fails to receive PUC approval. Unless otherwise agreed to in writing terminate this PPA by the Partiesapplicable date, neither Company nor Seller shall seek reconsideration, appeal, or other administrative or judicial review of any unfavorable PUC order. The Parties agree that neither Party has control over whether or not a PUC approval order will be issued and each Party hereby assumes any and all risk arising from, or relating in any way to, the inability to obtain a satisfactory PUC order and hereby releases the other Party from any and all claims relating thereto. Seller shall seek participation without intervention in the PUC docket for approval of the purchase and sale agreement pursuant to applicable rules and orders of the PUC. The scope of Seller's participation shall be determined by the PUC. However, Xxxxxx expressly agrees deemed to seek participation for the limited purpose and only to the extent necessary to assist the PUC in making an informed decision regarding the approval of the purchase and sale agreement. If the Seller chooses not to seek participation in the docket, then Seller expressly agrees and knowingly waives the have waived its right to claim, before the PUC, in any court, arbitration or other proceeding, that the information submitted and the application requesting the PUC approval are insufficient to meet Company's burden of justifying that the terms of the purchase and sale agreement are just and reasonable and in the public interest, or otherwise deficient in any manner for purposes of supporting the PUC's approval of the purchase and sale agreement. Seller shall not seek in the docket and Company shall not disclose any confidential information to Seller that would provide Seller with an unfair business advantage or would otherwise harm the position of others with respect to their ability to compete on equal and fair terms. In order to constitute an approval order from the PUC terminate this PPA under this Section 5 (PUC Approval) of this Attachment P (Sale of Facility by Seller6.1(C), the order must approve the purchase and sale agreement, Company's funding arrangements this PPA shall remain in full force and Company's acquisition of the Facility, shall not contain any terms and conditions deemed to be unacceptable by Company, and be in a form deemed reasonable by Company in its sole, but non-arbitrary, discretioneffect thereafter.