Purchase and Sale Obligation. (a) During the Term, Seller grants, pledges, assigns and otherwise commits and shall deliver to Buyer Product for Buyer’s exclusive use, pursuant to the terms and conditions contained herein. Buyer shall have the right to re-sell all or a portion of the Product purchased under this Agreement (“Resold Product”).
(i) As of the Execution Date, the amount of Capacity Attributes comprising the Product that Seller commits to deliver to Buyer is listed below in subsection 3.2(a)(iv).
(ii) In the event any change by the CPUC, CAISO, other Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such change, then either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Date, Seller shall continue to deliver the amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice.
(iii) Buyer shall pay Seller for Product based on the amount (“Payment Quantity”) and fixed-price per unit listed below (“Contract Price”). All obligations of Seller under this Section 3.2(a), and all Product deliverable to Buyer and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five [Seller’s Delivery], Six [Compensation] and Nine [Payment and Netting].
(iv) Capacity Attributes of Product, Payment Quantity and Contract Price. RA Attributes: ___ MW Flexible RA Attributes: ____MW Other Capacity Attributes: _____MW Payment Quantity: ___ MW Contract Price: ___ [In $/kw-mo for all months in the Delivery Term]
(b) During the Term, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Pe...
Purchase and Sale Obligation. During the Services Term, Seller shall sell and make available to Buyer and Buyer shall accept and pay in accordance with Section 4.3 and Article VI for all the Monthly Contract Capacity of the Units which shall convey to Buyer the right to receive all the Products provided by the Units, including those Products associated with Capacity in excess of the Monthly Contract Capacity, pursuant to the terms and conditions contained herein. Further, during the Services Term, Seller shall sell and provide to Buyer and Buyer shall purchase and pay in accordance with Section 4.3 and Article VI for [Tolling Services] from the Units pursuant to the terms and conditions contained herein. [For agreements other than tolling agreement, substitute “Products” for bracketed language.] The Parties acknowledge and agree this Agreement is a forward contract (within the meaning of the Bankruptcy Code, as in effect as of the Execution Date).
Purchase and Sale Obligation. A. You hereby agree to sell and deliver to Us, and We hereby agree to purchase and take delivery of, the SRECs produced from Seller’s Project as and when such SRECs are created by, and through, the actual generation of one megawatt hour of electricity by Seller’s Project, as registered on the SREC Meter and as reported to PJM-EIS-GATS, during the Delivery Period (the “Transferred SRECs”).
B. Only whole (as opposed to fractional) Transferred SRECs shall be considered eligible for payment under this Agreement.
C. In addition to Seller’s sale and Purchaser’s purchase of SRECs, Purchaser, without the payment of any additional consideration to Seller, shall receive title to, and Seller shall convey to Purchaser, any and all right, title and interest in and to Environmental Attributes associated with the electricity generated by the Seller’s Project. For purposes hereof, “Environmental Attributes” excludes electric energy and capacity produced, but includes any emissions, air quality, or other environmental or renewable attribute, aspect, characteristic, claim, credit, benefit, reduction, offset or allowance, howsoever entitled or designated, resulting from, attributable to or associated with the generation of energy by a solar renewable energy facility, whether existing as of the date of the SREC Contracting Order or in the future, and whether as a result of any present or future local, state or federal laws or regulations or local, state, national or international voluntary program. If during the Delivery Period, a change in laws or regulations occurs that creates value in Environmental Attributes, including but not limited to any associated tax references and benefits, then at Purchaser’s request, Seller shall cooperate with Purchaser to register such Environmental Attributes or take other action necessary to obtain the value of such Environmental Attributes for Purchaser.
D. We shall not purchase any energy or capacity from Seller’s Project under this Agreement. This Agreement also makes no commitment by Purchaser for net metering of the Seller’s Project, which is subject to requirements of Board rules and the Purchaser’s tariff.
Purchase and Sale Obligation. During the Delivery Term, Seller shall sell and make available to Buyer and Buyer shall accept and pay, in accordance with the provisions of this Agreement, for all the Monthly Contract Capacity of the Units which shall convey to Buyer the right to receive all the Products provided by the Units, including those Products associated with Capacity and Capacity Attributes in excess of the Monthly Contract Capacity as described in Section 3.11(d) and pursuant to the terms and conditions contained herein. The Parties acknowledge and agree that this Agreement is a forward contract (within the meaning of the Bankruptcy Code, as in effect as of the Execution Date).
Purchase and Sale Obligation. THE IBC ASSET TRANSFER. Immediately before the Closing, Seller shall cause the Company to transfer to both Seller and Seller's and the Company's Affiliate, InterCept Payment Solutions, LLC ("IPS"), the Transferred Customers (and related contracts and relationships), the Transferred Claims, certain software, and other assets and liabilities (collectively, the "ASSET TRANSFERS") all as more fully described in, and in accordance with the terms and conditions set forth in, the Asset Transfer Agreements attached hereto as EXHIBIT 2.1(A) (the "ASSET TRANSFER AGREEMENTS"), and IPS shall license certain software to the Company pursuant to the Software License Agreement.
Purchase and Sale Obligation. Based upon and subject to the terms, agreements, warranties, representations and conditions of this Agreement, at Closing (as hereinafter defined) Seller, and the Shareholders, as applicable, shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, and the Shareholders, as applicable, as hereinafter provided the following personal property, business assets and rights of Seller utilized in and/or relating to the Business, other than the Excluded Assets (as hereinafter defined), free and clear of all liabilities (other than Assumed Liabilities (as hereinafter defined) and subject to the Existing Bank Debt (as hereinafter defined)), obligations, security interests, taxes, liens and encumbrances (collectively, the “Assets”):
(a) All assets and properties owned by Seller and Shareholders used in connection with the Business to which Seller or any Shareholder has any right, title or interest, including, without limitation, inventory, leasehold improvements, furniture, fixtures and equipment as described on Exhibit A attached hereto for the purchase price allocations as indicated on Exhibit A attached hereto;
(b) All accounting software and system, marketing and advertising material and data owned or used by Seller or any Shareholder which relate to the Assets or are used by Seller in connection with the Assets;
(c) Seller’s and Shareholders’ intangible property used in or relating to the Business, or relating to the Assets, including, without limitation: (i) the trade names “The Gasket Guy Inc.”, “AA All American Gasket”, “Green Energy Masters” and all related service marks, if any; (ii) all internet domain names, applications, reservations and registrations therefore, uniform resource locators and the corresponding internet sites; (iii) logos, slogans and associated artwork; (iv) all rights to any and all trademarks, copyrights, service marks, trade names and internet domain names used in connection with the Business; (v) to the extent assignable, all licenses and other rights of Seller and the Shareholders to software used in connection with the Business (collectively, the “Software”); and (vi) all documents related to any of the foregoing;
(d) All rights and benefits to the leases, contracts, agreements or other commitments listed on Exhibit B (the “Assumed Contracts”);
(e) All telephone numbers, customer and supplier lists of the Business and other confidential and proprietary information used in operation of the Busin...
Purchase and Sale Obligation. During the Delivery Term, Seller shall sell and provide to Buyer Energy Storage Services, which conveys to Buyer all Product produced by the Project or the Energy Storage Services, including Product in excess of the Monthly Contract Capability, pursuant to the terms and conditions contained herein. Buyer shall pay Seller for the Energy Storage Services as provided in accordance with this Agreement.
Purchase and Sale Obligation. During the Services Term, Seller shall sell and make available to Buyer and Buyer shall accept and pay, in accordance with Section 4.3 and Article VI, for all the Monthly Contract Capacity of the Units which shall convey to Buyer the right to receive all the Products provided by the Units, including those Products associated with Capacity in excess of the Monthly Contract Capacity as described in Section 3.13(d) and pursuant to the terms and conditions contained herein. The Parties acknowledge and agree this Agreement is a forward contract (within the meaning of the Bankruptcy Code, as in effect as of the Execution Date).
Purchase and Sale Obligation. If the Offer is terminated or not consummated, in each case solely because purchase by means of the Offer is precluded by law, administrative or judicial action, and such law,
Purchase and Sale Obligation. (a) Seller's Delivery Obligation. Commencing on the Effective Date and continuing through the term hereof, Seller agrees to sell and deliver, or cause to be delivered and sold (excepting an event of Force Majeure or any other reason excusing the performance of Seller's obligation to sell and deliver Committed Gas hereunder, and subject in all respects to the provisions of Sections 4.2(a) and 4.2(e)) to Buyer at the Delivery Point(s) one hundred percent (100%) of Committed Gas, including, without limitation, (i) one hundred percent (100%) of the quantities of Gas equal to Seller's Estimate as set forth in Section 3.5(a) and adjusted in accordance with Section 3.5(b), and (ii) one hundred percent (100%) of additional Committed Gas as set forth in Section 3.5(c). It is specifically understood and agreed that Seller shall have no obligation to deliver quantities of Committed Gas for which Seller has given notice of its intention to curtail or shut-in pursuant to Section 3.6(e).
