SALE AND PURCHASE OF CAPACITY AND ENERGY Sample Clauses

SALE AND PURCHASE OF CAPACITY AND ENERGY. A. Seller shall make available to Buyer Capacity and Energy sufficient to satisfy Buyer’s Power Supply Requirements. Seller shall make such firm Capacity and Energy available at the Delivery Points. Capacity and Energy supplied shall be sixty-hertz, three phase alternating current. The Power Supply Requirements will be provided in accordance with Good Utility Practice, and where applicable, the provisions of the OATT of the Transmission Provider or any superseding tariff. The Capacity and Energy provided by Seller will comply with all requirements for Network Resources under the Transmission Provider’s OATT and Buyer’s Network Transmission Agreements with Transmission Provider. B. Except as provided in Section I.B., Buyer will purchase its full Power Supply Requirements from Seller during the term of this Agreement. Buyer will pay for the Power Supply Requirements in accordance with Section IV of this Agreement. Buyer is responsible for obtaining all Network Transmission Service, Ancillary Services, congestion charges, marginal transmission losses, and such other services and administrative charges as are required and imposed by the Transmission Provider OATT on the Buyer as a Load Serving Entity for the delivery of Capacity and Energy at and from the Delivery Points under this Agreement. C. Seller may purchase Power from third parties in the Spot Market as necessary to satisfy its obligations under this Agreement. Buyer will pay for this Power at the price specified in Section IV.B of this Agreement. D. If Seller’s credit is adversely impacted during the term of this Agreement, Buyer agrees to allow Seller to acquire purchased Power as agent for the Buyer as reasonably necessary to minimize supply costs under this Agreement. Buyer will pay all of the costs associated with acquiring this Power, but Seller will not charge Buyer any broker fee for performing this service.
Sample 1
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SALE AND PURCHASE OF CAPACITY AND ENERGY. A. Sellers shall make available to Buyer all of the Capacity, Energy, Ancillary Services, Emission Allowances, and Renewable Energy Attributes, if any, which are available from the Leased Mansfield Facilities identified in Exhibit C to this Agreement, and Buyer shall purchase and pay for such Capacity, Energy, Ancillary Services, Emission Allowances and Renewable Energy Attributes in accordance with the terms of this Agreement. Sellers shall make firm Capacity, Energy, and Ancillary Services available at the Delivery Points. Buyer shall arrange and will be responsible for all transmission, congestion costs, losses, and related services at and from the Delivery Points. The Capacity, Energy, Ancillary Services, Emission Allowances, and Renewable Attributes supplied by Sellers are collectively referred to as Buyer's "Power Supply Requirements." Electric Capacity and Energy supplied shall be sixty-hertz, three phase alternating current. The Power Supply Requirements will be provided in accordance with Good Utility Practice, and where applicable, the provisions of the applicable Transmission Provider OATT, and the requirements of the FERC. X. Xxxxx will operate and maintain the Leased Mansfield Facilities in accordance with Good Utility Practice, the applicable requirements of the FERC, NERC, Electric Reliability Organization, as well as the requirements of the regional reliability councils or Regional Entity, and Regional Transmission Organizations where the Leased Mansfield Facilities are located.
Sample 1
SALE AND PURCHASE OF CAPACITY AND ENERGY. A. Seller shall make available to Buyer all of the Capacity, Energy, Ancillary Services, Emission Allowances, and Renewable Energy Attributes, if any, which are available from the Genco Facilities or as part of any other agreements in which Buyer and/or Seller have ownership or control of the power supply and Buyer shall purchase and pay for such Capacity, Energy, Ancillary Services, Emission Allowances and Renewable Energy Attributes in accordance with the terms of this Agreement. Seller shall make firm Capacity, Energy, and Ancillary Services available at the Delivery Points. Buyer shall arrange and will be responsible for all transmission, congestion costs, losses, and related services at and from the Delivery Points. The Capacity, Energy, Ancillary Services, Emission Allowances and Renewable Energy Attributes supplied by Seller are collectively referred to as Buyer’s “Power Supply Requirements.” Electric Capacity and Energy supplied shall be sixty-hertz, three phase alternating current. The Power Supply Requirements will be provided in accordance with Good Utility Practice, and where applicable, the provisions of the applicable Transmission Provider OATT, and the requirements of the FERC. X. Xxxxx will operate and maintain the Genco Facilities in accordance with Good Utility Practice, the applicable requirements of the FERC, NERC, Electric Reliability Organization, as well as the requirements of the regional reliability councils or Regional Entity and Regional Transmission Organizations where the Genco Facilities are located. C. The Parties acknowledge that the Genco Facilities identified in Exhibit C may change from time to time due to changes in the generation facilities or generation output owned, operated, leased, or otherwise controlled by Genco. Genco will provide , Solutions with an updated Exhibit C reflecting such changes in Genco Facilities in. accordance with the notification deadlines provided for in Article III below. Seller’s obligation to sell and make the entire output of the Genco Facilities available to Buyer, and Buyer’s obligation to take and pay for the entire output of the Genco Facilities, will not be affected by changes in Genco Facilities.
Sample 1
SALE AND PURCHASE OF CAPACITY AND ENERGY. A. Seller shall provide Buyer all of the Capacity, Energy, and Ancillary Services available from the Nuclear Generating Facilities identified in Exhibit C to this Agreement, and Buyer shall purchase and pay for such Capacity, Energy, and Ancillary Services, in accordance with the terms of this Agreement. Seller shall make Capacity, Energy, and Ancillary Services available at the Delivery Points. Buyer shall arrange and will be responsible for all transmission, congestion costs, losses, and related services at and from the Delivery Points. The Capacity, Energy, and Ancillary Services, supplied by Seller are collectively referred to as Buyer’s “Power Supply Requirements.” Capacity and Energy supplied shall be sixty-hertz, three phase alternating current. The Power Supply Requirements will be provided in accordance with Good Utility Practice, and where applicable, the provisions of the applicable Transmission Provider OATT, and the requirements of the NRC. B. FENGenco shall cause the Nuclear Generating Facilities to be operated and maintained in accordance with Good Utility Practice, the applicable requirements of the FERC, NRC and NERC, as well as the requirements of the regional reliability councils or Regional Entity, and Regional Transmission Organizations where the Nuclear Generating Facilities are located. FENGenco will enter into agreements with FirstEnergy Nuclear Operating Company, other FirstEnergy affiliates, Transmission Provider, or Government Authority if necessary to ensure compliance with this Section II.B.
Sample 1
SALE AND PURCHASE OF CAPACITY AND ENERGY. A. Seller shall make available or cause to be made available to Buyer all of the electric Capacity and Energy that is available from its Generating Facilities and Buyer shall purchase and pay for such Capacity and Energy in accordance with the terms of this Agreement. Seller shall make such firm Capacity and Energy available at the Delivery Points. Buyer shall arrange and will be responsible for all transmission service at and from the Delivery Points. Seller will also provide all Real Power Losses required by Buyer at and from the Delivery Points. The Capacity, Energy, and Real Power Losses supplied by Seller are collectively referred to as Buyer's "Power Supply Requirements". Electric Capacity and Energy supplied shall be sixty-hertz, three phase alternating current. The Power Supply Requirements will be provided in accordance with Good Utility Practice, and where applicable, the provisions of American Transmission Systems, Incorporated's Open Access Transmission Tariff (OATT).
Sample 1
SALE AND PURCHASE OF CAPACITY AND ENERGY. Buyer will purchase its full Power Supply Requirements from Seller during the term of this Agreement. Buyer will receive and pay for the Power Supply Requirements in accordance with Article IV of this Agreement. Buyer will be responsible for all transmission service at and from the Delivery Points except to the extent provided in Section II.A. Buyer may designate Seller as its agent for the purpose of arranging for transmission service, including settlement and xxxx payment for such service, necessary to transmit the Buyer's Power Supply Requirements under this Agreement.
Sample 1
SALE AND PURCHASE OF CAPACITY AND ENERGY iv.1Energy and Capacity Subject to and in accordance with the terms and conditions of this Agreement, Project Company agrees to maintain and make available and deliver exclusively to GPA, and GPA agrees to accept and purchase from Project Company, from and after the Phase 1 Commercial Operation Date, for the consideration described in Article 14 and Schedule 5, the entire Dependable Capacity and, subject to Dispatch Instructions, the Net Energy Output of the Facility. GPA further agrees to pay to Project Company all amounts (and adjustments to amounts) described in Article 14.1 in the circumstances contemplated in Article 14.1. [Any Environmental Attributes associated with Dependable Capacity and Net Energy Output shall accrue to GPA's benefit.]
Sample 1
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SALE AND PURCHASE OF CAPACITY AND ENERGY 
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Related to SALE AND PURCHASE OF CAPACITY AND ENERGY

  • Sale and Purchase of the Assets 1.1 Acquired Assets Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey and deliver to Xxxxx and Xxxxx agrees to purchase and acquire from Seller the assets set forth below (the “Assets”) owned by Seller as of 7:00 a.m., Central Daylight Time, on the Closing Date set forth below: (a) All of Seller’s right, title and interest in all oil and gas leases, including but not limited to those described in Exhibit A-1 attached hereto (the “Leases”), covering the land and depths described in Exhibit A-1 (the “Land”), together with all the property and rights incident thereto, including without limitation Seller’s rights in, to and under all operating agreements, pooling, communitization and unitization agreements, farmout agreements, joint venture agreements, product purchase and sale contracts, transportation, processing, treatment or gathering agreements, leases, permits, rights-of-way, surface interests easements, licenses, options, declarations, orders, contracts, and instruments in any way relating to Seller’s interest in and in the vicinity of the Leases and Land; (b) All of Seller’s right, title and interest in and to the xxxxx situated on the Leases and Land or otherwise pooled, communitized or unitized therewith, including without limitation the xxxxx described in Exhibit A-1 attached hereto (all such xxxxx, the “Xxxxx”); (c) All of Seller’s overriding royalty interests, net profits interests, operating interests, reversionary interests and other interests or benefits or credits owned by Seller in and to the Land, the Leases or attributable to production therefrom; (d) All of the oil and gas and associated hydrocarbons (“Oil and Gas”) in and under or otherwise attributable to the Leases, Land or produced from the Xxxxx (subject to Buyer’s obligation to pay for marketable Oil and Gas in storage on the Leases as of the Closing Date as provided in Section 2.1); (e) All of Seller’s interests in and to all of the assets described in Exhibit A-2 (collectively, the “Equipment”), including, without limitation, producing and non-producing xxxxx, injection xxxxx, disposal xxxxx, well equipment, casing, tubing, tanks, generators, boilers, buildings, pumps, motors, machinery, pipelines, gathering systems, power lines, telephone and telegraph lines, field processing plants, field offices and other furnishings related thereto, equipment leases, trailers, inventory in storage, storage yards, and all other improvements or appurtenances thereunto belonging; and (f) All of the files, records, and data of Seller relating to the items described in subsections (A), (B), (C), (D), and (E) above (the “Records”), including, without limitation, lease records, well records, and division order records; well files; title records (including title opinions and title curative documents); contracts and contract files; correspondence; computer software and data files; geological, geophysical and seismic records, interpretations, data, maps and information; production records, electric logs, core data, pressure data, decline curves and graphical production curves; reserve reports; and accounting records, but excluding files and information relating to internal or external valuations of the Assets and privileged information.

  • Sale and Purchase Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Sale and Purchase of Stock 10 2.1. Sale and Purchase of Stock, Etc.......................................................10 2.2. Deposit...............................................................................10 2.3.

  • Agreement to Sell and Purchase (a) The Company and each Selling Shareholder hereby agree to sell to each Underwriter, and upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions of this Agreement, each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a price of $_____ per share, that number of Firm Shares (rounded up or down as determined by you in your discretion, in order to avoid fractions of a share) obtained by multiplying the number of Firm Shares to be sold by the Company or the number of Firm Shares to be sold by each Selling Shareholder as set forth opposite the name of such Selling Shareholder in Schedule I hereto, as the case may be, by a fraction the numerator of which is the number of Firm Shares set forth opposite the name of each Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 9 hereof) and the denominator of which is the total number of Firm Shares. The difference of $_____ per Firm Share between the initial public offering price and the price at which the Company and each Selling Shareholder will sell the Firm Shares to the Underwriter is the "Underwriters' Discount." (b) Subject to all the terms and conditions of this Agreement, the Company hereby grants the Option to the Underwriters to purchase, severally and not jointly, up to 240,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, Charlotte, North Carolina time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase, severally and not jointly, such percentage of the Option Shares as is equal to the percentage of Firm Shares that it is purchasing. (c) Certificates in negotiable form for the Firm Shares to be sold by the Selling Shareholders hereunder have been placed in custody for delivery under this Agreement, under a custody agreement (the "Custody Agreement") made with _________, as custodian (the "Custodian").

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendors shall sell and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion. 2.2 The Purchaser shall not be obliged to purchase any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.

  • Agreement to Sell and Purchase the Shares At the Closing (as defined in Section 3), the Company will sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the number of Shares (at the purchase price) shown below:

  • Agreements to Sell and Purchase The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $ a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

  • Sale and Purchase of Assets (a) The Manager shall, in accordance with instructions from the Board, supervise the sale and purchase of assets on the Company’s behalf including the completion of such transactions. (b) In respect of any sale or purchase of an asset, the Manager shall provide assistance which shall include, but not be limited to, arranging the financing in the case of a purchase and, if necessary, renegotiating existing financing, and in the case of a sale or purchase, arranging other contractual agreements required by the transaction and the general completion of the specific transaction. (c) The Manager shall assist the Board in reviewing the market for sale and purchase of assets and providing the Company with recommendations in this respect. Any contracts related to a sale or purchase of an asset shall always be subject to the final approval of the Board.

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