Common use of Seller Step-Up Rights Clause in Contracts

Seller Step-Up Rights. In the event of an early termination of a full requirements service agreement and associated transactions pursuant to the Maryland PSC Orders and Settlements between Buyer and an entity other than Seller, Buyer shall send a written notification to Seller which: (i) describes the individual supply obligations associated with the terminated transaction(s) for the remaining term(s) of such transaction(s), including all available information regarding the associated CRRs; and (ii) requests Seller to agree to supply its full or partial pro-rata share of the supply obligation associated with each terminated transaction for the remaining term(s) of the terminated transaction(s), without change to the pricing, terms and conditions of the terminated full requirements service agreement and transaction(s). Such agreement to make additional supply available shall be termed a “Step-Up”. In the event that Seller wishes to exercise its option to Step-Up, Seller shall notify Buyer of such within five (5) Business Days of its receipt of Buyer’s notification. In Seller’s notification, Seller shall indicate: (i) the amount of the increased obligation that Seller wishes to take on in respect of certain specified transaction(s) (which need not be all); and (ii) that it is willing to meet any additional collateral requirements related to the Step–Up. If other sellers do not exercise their option to Step-Up, Buyer shall again notify Seller as to the amount available for Step-Up and Seller will again have an option to take a full or partial pro-rata share of the amount that such other sellers declined to take. Seller’s notification shall take place no later than two (2) Business Days of its receipt of Buyer’s notification. Seller’s pro-rata share, as described in this paragraph, shall be the ratio of Seller’s total load obligation across all service types and customer classes at the time the Step-Up option is offered, stated on a Capacity PLC basis, to the total load being supplied under this Agreement and other full requirements service agreements pursuant to the Maryland PSC Orders and Settlements on a Capacity PLC basis, excluding the terminated transactions(s) and, if applicable, excluding the full requirement service agreements under which other sellers declined to exercise their Step-Up option in part or full. For the avoidance of doubt, in the event that Seller does not respond to Buyer’s Step-Up request within the relevant timeframe, Seller shall be deemed to have rejected the Buyer’s request in full.

Seller Step-Up Rights. In the event of an early termination of a full requirements service agreement and associated transactions pursuant to the Maryland PSC Orders and Settlements between Buyer and an entity other than Seller, Buyer shall send a written notification to Seller which: (i) describes the individual supply obligations associated with the terminated transaction(s) for the remaining term(s) of such transaction(s), including all available information regarding the associated CRRs; and (ii) requests Seller to agree to supply its full or partial pro-rata share of the supply obligation associated with each terminated transaction for the remaining term(s) of the terminated transaction(s), without change to the pricing, terms and conditions of the terminated full requirements service agreement and transaction(s). Such agreement to make additional supply available shall be termed a “Step-Up”. In the event that Seller wishes to exercise its option to Step-Up, Seller shall notify Buyer of such within five (5) Business Days of its receipt of Buyer’s notification. In Seller’s notification, Seller shall indicate: (i) the amount of the increased obligation that Seller wishes to take on in respect of certain specified transaction(s) (which need not be all); and (ii) that it is willing to meet any additional collateral requirements related to the Step–Up. If other sellers do not exercise their option to Step-Up, Buyer shall again notify Seller as to the amount available for Step-Up and Seller will again have an option to take a full or partial pro-rata share of the amount that such other sellers declined to take. Seller’s notification shall take place no later than two (2) Business Days of its receipt of Buyer’s notification. Seller’s pro-rata share, as described in this paragraph, shall be the ratio of Seller’s total load obligation across all service types and customer classes at the time the Step-Up option is offered, stated on a Capacity PLC basis, to the total load being supplied under this Agreement and other full requirements service agreements pursuant to the Maryland PSC Orders and Settlements on a Capacity PLC basis, excluding the terminated transactions(s) and, if applicable, excluding the full requirement service agreements under which other sellers declined to exercise their Step-Up option in part or full. For the avoidance of doubt, in the event that Seller does not respond to BuyerXxxxx’s Step-Up request within the relevant timeframe, Seller shall be deemed to have rejected the Buyer’s request in full.

Seller Step-Up Rights. In the event of of (a) an early termination of a full requirements service agreement and associated transactions pursuant to the Maryland PSC Orders and Settlements between Buyer and an entity other than Seller, or (b) any other circumstances in which the Buyer finds that existing supply obligations are insufficient to the supply SOS Load, Buyer shall send a written notification to Seller which: (i) describes ei t h er the individual supply obligations associated with the terminated transaction(s) for the remaining term(s) of such transaction(s), including all available information regarding the associated CRRs; or other immediate unserved supply obligations; and (ii) requests Seller to agree to supply its a full or partial pro-rata share of the supply obligation associated with each terminated transaction for obligation. Buyer’s notification shall describe the remaining term(s) of the terminated transaction(sobligation(s), without change to which shall be either (i) the pricing, terms and conditions of the terminated full requirements service agreement and transaction(s)) or (ii) the pricing, terms and conditions of the Seller’s existing supply obligation. Such agreement to make additional supply available shall be termed a “Step-Up”. In the event that Seller wishes to exercise its option to Step-Up, Seller shall notify Buyer of such within five (5) Business Days of its receipt of Buyer’s notification. In Seller’s notification, Seller shall indicate: (i) the amount of the increased obligation that Seller wishes to take on in respect of certain specified transaction(s) (which need not be all); and (ii) that it is willing to meet any additional collateral requirements related to the Step–Up. If other sellers do not exercise their option to Step-Up, Buyer shall again notify Seller as to the amount available for Step-Up and Seller will again have an option to take a full or partial pro-rata share of the amount that such other sellers declined to take. Seller’s notification shall take place no later than two (2) Business Days of its receipt of Buyer’s notification. Seller’s pro-rata share, as described in this paragraph, shall be the ratio of Seller’s total load obligation across all service types and customer classes at the time the Step-Up option is offered, stated on a Capacity PLC basis, to the total load being supplied under this Agreement and other full requirements service agreements pursuant to the Maryland PSC Orders and Settlements on a Capacity PLC basis, excluding the terminated transactions(s) and, if applicable, excluding the full requirement service agreements under which other sellers declined to exercise their Step-Up option in part or full. For the avoidance of doubt, in the event that Seller does not respond to BuyerXxxxx’s Step-Up request within the relevant timeframe, Seller shall be deemed to have rejected the Buyer’s request in full.

Seller Step-Up Rights. In the event of an early termination of a full requirements service agreement and associated transactions pursuant to the Maryland PSC Orders and Settlements Default Service Long-Term Product SMA between Buyer and an entity other than the Seller, Buyer shall send a written notification to Seller which: (i) describes the individual supply obligations associated with the terminated transaction(sTerminated Transaction(s) for the remaining term(s) of such transaction(s), including all available information regarding the associated CRRs; and (ii) requests Seller to agree to supply its full or partial pro-rata share amount of the supply obligation associated with each terminated transaction Terminated Transaction for the remaining term(s) of the terminated transaction(sTerminated Transaction(s), without change to the pricing, terms and conditions of the terminated full requirements service Long-Term Product Service agreement and transaction(s). Such agreement to make additional supply available shall be termed a “Step-Up”. In the event that Seller wishes to exercise its option to Step-UpUp when such an opportunity arises, Seller shall notify respond to Buyer of such within five (5) Business Days of its receipt from the date of Buyer’s notification. In Seller’s notificationresponse, Seller shall indicate: (i) the maximum amount of the increased obligation that Seller wishes to take on in respect of certain specified transaction(s) given the additional supply obligation available from the Terminated Transactions (which need not be all); and (ii) that it is willing to meet any additional collateral requirements related to the Step–Up. If other sellers do not exercise their option to Step-Up, Buyer shall again notify Seller as to the amount available for Step-Up and Seller will again have an option to take a full or partial pro-rata share of the amount that such other sellers declined to take. Seller’s notification response shall take place no later than two (2) Business Days of its receipt of Buyer’s notification. The amount of supply obligation assigned to Seller following Seller’s Step-Up response will be Seller’s pro-rata share of the total of such Step-Up responses from all sellers and will be from zero up to and including the maximum amount that the Seller indicates. Seller’s pro-rata share, as described in this paragraph, shall be the ratio of Seller’s total load obligation across all service types and customer classes at the time the amount indicated in Seller’s Step-Up option is offeredresponse, stated on a Capacity PLC MW basis, to the total load being supplied under this Agreement and other full requirements service agreements pursuant to the Maryland PSC Orders and Settlements on a Capacity PLC basis, excluding the terminated transactions(s) and, if applicable, excluding the full requirement service agreements under which other sellers declined to exercise their of amounts indicated in all sellers’ Step-Up option responses. Once Xxxxx has determined Seller’s pro-rata share, the Seller is obligated to execute a Transaction Confirmation in part or fullthe amount of the pro-rata share within one (1) business day. For the avoidance of doubt, in the event that Seller does not respond to BuyerXxxxx’s Step-Up request within the relevant timeframe, Seller shall be deemed to have rejected the Buyer’s request in full.

Seller Step-Up Rights. In the event of an early termination of a full requirements service agreement and associated transactions pursuant to the Maryland PSC Orders and Settlements AEC SMA between Buyer and an entity other than the Seller, Buyer shall send a written notification to Seller which: (i) describes the individual supply obligations associated with the terminated transaction(sTerminated Transaction(s) for the remaining term(s) of such transaction(s), including all available information regarding the associated CRRs; and (ii) requests Seller to agree to supply its full or partial pro-rata share amount of the supply obligation associated with each terminated transaction Terminated Transaction for the remaining term(s) of the terminated transaction(sTerminated Transaction(s), without change to the pricing, terms and conditions of the terminated full requirements service agreement and transaction(s). Such agreement to make additional supply available shall be termed a “Step-Up”. In the event that Seller wishes to exercise its option to Step-UpUp when such an opportunity arises, Seller shall notify respond to Buyer of such within five (5) Business Days of its receipt from the date of Buyer’s notification. In Seller’s notificationresponse, Seller shall indicate: (i) the maximum amount of the increased obligation that Seller wishes to take on in respect of certain specified transaction(s) given the additional supply obligation available from the Terminated Transactions (which need not be all); and (ii) that it is willing to meet any additional collateral requirements related to the Step–Up. If other sellers do not exercise their option to Step-Up, Buyer shall again notify Seller as to the amount available for Step-Up and Seller will again have an option to take a full or partial pro-rata share of the amount that such other sellers declined to take. Seller’s notification response shall take place no later than two (2) Business Days of its receipt of Buyer’s notification. The amount of supply obligation assigned to Seller following Seller’s Step-Up response will be Seller’s pro-rata share of the total of such Step-Up responses from all sellers and will be from zero up to and including the maximum amount that the Seller indicates. Seller’s pro-rata share, as described in this paragraph, shall be the ratio of Seller’s total load obligation across all service types and customer classes at the time the amount indicated in Seller’s Step-Up option is offeredresponse, stated on a Capacity PLC MW basis, to the total load being supplied under this Agreement and other full requirements service agreements pursuant to the Maryland PSC Orders and Settlements on a Capacity PLC basis, excluding the terminated transactions(s) and, if applicable, excluding the full requirement service agreements under which other sellers declined to exercise their of amounts indicated in all sellers’ Step-Up option responses. Once Buyer has determined Seller’s pro-rata share, the Seller is obligated to execute a Transaction Confirmation in part or fullthe amount of the pro-rata share within one (1) business day. For the avoidance of doubt, in the event that Seller does not respond to Buyer’s Step-Up request within the relevant timeframe, Seller shall be deemed to have rejected the Buyer’s request in full.

Seller Step-Up Rights. In the event of an early termination of a full requirements service agreement and associated transactions pursuant to the Maryland PSC Orders and Settlements LTAEC SMA between Buyer and an entity other than the Seller, Buyer shall send a written notification to Seller which: (i) describes the individual supply obligations associated with the terminated transaction(s) for the remaining term(s) of such transaction(s), including all available information regarding the associated CRRs; and (ii) requests Seller to agree to supply its full or partial pro-rata share amount of the supply obligation associated with each terminated transaction for the remaining term(s) of the terminated transaction(s), without change to the pricing, terms and conditions of the terminated full requirements service agreement LTAEC SMA and transaction(s). Such agreement to make additional supply available shall be termed a “Step-Up”. In the event that Seller wishes to exercise its option to Step-UpUp when such an opportunity arises, Seller shall notify respond to Buyer of such within five (5) Business Days of its receipt from the date of Buyer’s notification. In Seller’s notificationresponse, Seller shall indicate: (i) the maximum amount of the increased obligation that Seller wishes to take on in respect of certain specified transaction(s) given the additional supply obligation available from the terminated transactions (which need not be all); and (ii) that it is willing to meet any additional collateral requirements related to the Step–Up. If other sellers do not exercise their option to Step-Up, Buyer shall again notify Seller as to the amount available for Step-Up and Seller will again have an option to take a full or partial pro-rata share of the amount that such other sellers declined to take. Seller’s notification response shall take place no later than two five (25) Business Days of its receipt of Buyer’s notification. The amount of supply obligation assigned to Seller following Seller’s Step-Up response will be Seller’s pro-rata share of the total of such Step-Up responses from all sellers (default service and AEC) and will be from zero up to and including the maximum amount that the Seller indicates. Seller’s pro-rata share, as described in this paragraph, shall be the ratio of Seller’s total load obligation across all service types and customer classes at the time the amount indicated in Seller’s Step-Up option is offered, stated on a Capacity PLC basis, response to the total load being supplied under this Agreement and other full requirements service agreements pursuant to the Maryland PSC Orders and Settlements on a Capacity PLC basis, excluding the terminated transactions(s) and, if applicable, excluding the full requirement service agreements under which other sellers declined to exercise their of amounts indicated in all sellers’ Step-Up option in part responses. Buyer will determine Seller’s pro-rata share within six (6) Business Days from the date of Buyer’s initial notification. Once Buyer has determined Seller’s pro-rata share, Buyer will forward by e-mail, facsimile or fullother immediate means acceptable to both Parties, to Seller a partially executed Transaction Confirmation(s) and shall send by overnight delivery two (2) originals. By 2:00 p.m. EPT on the next Business Day following Seller’s receipt of such partially executed Transaction Confirmation(s), Seller shall return by email, facsimile, or other immediate means acceptable to both Parties, to Buyer one (1) fully executed Transaction Confirmation(s), and shall send by overnight delivery one (1) original. For the avoidance of doubt, in the event that Seller does not respond to Buyer’s Step-Up request within the relevant timeframe, Seller shall be deemed to have rejected the Buyer’s request in full.