Common use of Seller’s Cost Scope Clause in Contracts

Seller’s Cost Scope. (i) Without limiting Buyer’s obligations to pay the Variable Payment as required by this Agreement, as between the Parties, Seller shall bear all costs and expenses, of any kind or character, arising out of or in connection with Seller’s Cost Scope, whether now in effect or at any time in the future coming into effect and whether assessed against Seller or Buyer (or one of their respective Subcontractors or Affiliates), except the amounts expressly allocated to Buyer pursuant to Section 7.3(e)(i) and without limiting Buyer’s obligation to any Imbalance Charges that are part of the amount payable by Buyer according to Section 7.4(c)(ii) (if and when applicable). (ii) Without limiting Section 9.2(a)(i), and notwithstanding anything to the contrary, Seller shall be responsible for (A) except the amounts expressly allocated to Buyer pursuant to Section 7.3(e)(i), all Balancing Authority (including applicable RTO or ISO) and other Transmission Provider membership, transaction and other fees, costs, debits and charges, including (1) the cost of ancillary services and other Balancing Authority services (including regulation), (2) any integration charges, (3) without limiting and subject to the allocations to Buyer under Section 7.6, all interconnection, transmission and other delivery costs, losses and charges (including the cost of any Network Upgrades), (4) any Imbalance Charges (without limiting Buyer’s obligation to pay any Imbalance Charges that are part of the amount payable by Buyer according to Section 7.4(c)(ii), if and when applicable), (5) any other BA Penalties and (6) any other settlements, and (B) any similar fees, costs, debits and charges, in each case arising out of or in connection with Seller’s Cost Scope (whether now in effect or at any time in the future coming into effect and whether assessed against Seller or Buyer (or one of their respective Subcontractors or Affiliates)), but excluding any Transmission Provider membership, transaction and similar fees charged to Buyer (or its designated Market Participant) corresponding to the buying Market Participant side of a Financial Schedule submitted and confirmed according to Section 7.8. Without limiting the foregoing, and for the avoidance of doubt, the Parties hereby expressly agree that Seller’s responsibility under this Section 9.2(a)(ii) shall include any Balancing Authority and other Transmission Provider fees, costs and charges (including those assessed at the Energy Financial Delivery Point or the OP Delivery Point, as applicable) associated with (X) any tag, schedule (including any Financial Schedule), offer or bid in respect of the Products, including the settlement thereof (subject to any re- allocation of associated amounts, if applicable, expressly provided in this Agreement (including Section 7.3(e)) but excluding any Transmission Provider membership, transaction and similar fees charged to Buyer (or its designated Market Participant) corresponding to the buying Market Participant side of a Financial Schedule submitted and confirmed according to Section 7.8, or (Y) Seller’s or Buyer’s functions pursuant to Section 7.2. (iii) For the avoidance of doubt, the term “Balancing Authority,” as used in this Section 9.2(a) and in definitions of defined terms used in this Section 9.2(a), includes each Balancing Authority applicable to the Electric Interconnection Point, any OP Delivery Point, the Injection Portion or the Delivery Portion. (b) If Buyer is invoiced for or otherwise assessed any amount that is the responsibility of Seller under Section 9.2(a) or Section 7.3(e), Seller shall promptly pay such amount to Buyer.

Seller’s Cost Scope. (i) Without limiting Buyer’s obligations to pay the Variable Payment as required by this Agreement, as between the Parties, Seller shall bear all costs and expenses, of any kind or character, arising out of or in connection with Seller’s Cost Scope, whether now in effect or at any time in the future coming into effect and whether assessed against Seller or Buyer (or one of their respective Subcontractors or Affiliates), except the amounts expressly allocated to Buyer pursuant to Section 7.3(e)(i) and without limiting Buyer’s obligation to any Imbalance Charges that are part of the amount payable by Buyer according to Section 7.4(c)(ii) (if and when applicable). (ii) Without limiting Section 9.2(a)(i), and notwithstanding anything to the contrary, Seller shall be responsible for (A) except the amounts expressly allocated to Buyer pursuant to Section 7.3(e)(i), all Balancing Authority (including applicable RTO or ISO) and other Transmission Provider membership, transaction and other fees, costs, debits and charges, including (1) the cost of ancillary services and other Balancing Authority services (including regulation), (2) any integration charges, (3) without limiting and subject to the allocations to Buyer under Section 7.6, all interconnection, transmission and other delivery costs, losses and charges (including the cost of any Network Upgrades), (4) any Imbalance Charges (without limiting Buyer’s obligation to pay any Imbalance Charges that are part of the amount payable by Buyer according to Section 7.4(c)(ii), if and when applicable), (5) any other BA Penalties and (6) any other settlements, and (B) any similar fees, costs, debits and charges, in each case arising out of or in connection with Seller’s Cost Scope (whether now in effect or at any time in the future coming into effect and whether assessed against Seller or Buyer (or one of their respective Subcontractors or Affiliates)), but excluding any Transmission Provider membership, transaction and similar fees charged to Buyer (or its designated Market Participant) corresponding to the buying Market Participant side of a Financial Schedule submitted and confirmed according to Section 7.8. Without limiting the foregoing, and for the avoidance of doubt, the Parties hereby expressly agree that Seller’s responsibility under this Section 9.2(a)(ii) shall include any Balancing Authority and other Transmission Provider fees, costs and charges (including those assessed at the Energy Financial Delivery Point or the OP Delivery Point, as applicable) associated with (X) any tag, schedule (including any Financial Schedule), offer or bid in respect of the Products, including the settlement thereof (subject to any re- re-allocation of associated amounts, if applicable, expressly provided in this Agreement (including Section 7.3(e)) but excluding any Transmission Provider membership, transaction and similar fees charged to Buyer (or its designated Market Participant) corresponding to the buying Market Participant side of a Financial Schedule submitted and confirmed according to Section 7.8, or (Y) Seller’s or Buyer’s functions pursuant to Section 7.2. (iii) For the avoidance of doubt, the term “Balancing Authority,” as used in this Section 9.2(a) and in definitions of defined terms used in this Section 9.2(a), includes each Balancing Authority applicable to the Electric Interconnection Point, any OP Delivery Point, the Injection Portion or the Delivery Portion. (b) If Buyer is invoiced for or otherwise assessed any amount that is the responsibility of Seller under Section 9.2(a) or Section 7.3(e), Seller shall promptly pay such amount to Buyer.

Seller’s Cost Scope. (i) Without limiting Buyer’s obligations to pay the Variable Payment as required by this Agreement, as between the Parties, Seller shall bear all costs and expenses, of any kind or character, arising out of or in connection with Seller’s Cost Scope, whether now in effect or at any time in the future coming into in effect and whether assessed against Seller or Buyer (or one of their respective Subcontractors or Affiliates), except the amounts expressly allocated to Buyer pursuant to Section 7.3(e)(i) and without limiting Buyer’s obligation to any Imbalance Charges that are part of the amount payable by Buyer according to Section 7.4(c)(ii) (if and when applicable). (ii) Without limiting Section 9.2(a)(i), and notwithstanding Notwithstanding anything to the contrary, Seller shall be responsible for (A) except the amounts expressly allocated to Buyer pursuant to Section 7.3(e)(i), all Balancing Authority (including applicable RTO or ISO) and other Transmission Provider membership, transaction and other fees, costs, debits and charges, including (1) the cost of ancillary services and other Balancing Authority services (including regulation), (2) any integration charges, (3) without limiting and subject to the allocations to Buyer under Section 7.6, all interconnection, transmission and other delivery costs, losses and charges (including the cost of any Network Upgrades), (4) any Imbalance Charges (without limiting Buyer’s obligation subject to pay any Imbalance Charges that are part of the amount payable by Buyer according to under Section 7.4(c)(ii), if and when applicable), (5) any other BA Penalties and (6) any other settlements, and (B) any similar fees, costs, debits and charges, in each case arising out of or in connection with Seller’s Cost Scope (whether now in effect or at any time in the future coming into in effect and whether assessed against Seller or Buyer (or one of their respective Subcontractors or Affiliates)), but excluding any Transmission Provider membership, transaction and similar fees charged to Buyer (or its designated Market Participant) corresponding to the buying Market Participant side of a Financial Schedule submitted and confirmed according to Section 7.8. Without limiting the foregoing, and for the avoidance of doubt, the Parties hereby expressly agree that Seller’s responsibility under this Section 9.2(a)(ii) shall include any Balancing Authority and other Transmission Provider fees, costs and charges (including those assessed at the Energy Financial Delivery Point or the OP Delivery Point, as applicable) associated with (X) any tag, schedule (including any Financial Schedule), offer or bid in respect of the Products, including the settlement thereof (subject to any re- re-allocation of associated amounts, if applicable, expressly provided in this Agreement (including Section 7.3(e)) but excluding any Transmission Provider membership, transaction and similar fees charged to Buyer (or its designated Market Participant) corresponding to the buying Market Participant side of a Financial Schedule submitted and confirmed according to Section 7.8, or (Y) Seller’s or Buyer’s functions pursuant to Section 7.2. (iii) For the avoidance of doubt, the term “Balancing Authority,” as used in this Section 9.2(a) and in definitions of defined terms used in this Section 9.2(a), includes each Balancing Authority applicable to the Electric Interconnection Point, any OP Delivery Point, the Injection Portion or the Delivery Portion. (b) If Buyer is invoiced for or otherwise assessed any amount that is the responsibility of Seller under Section 9.2(a) or Section 7.3(e), Seller shall promptly pay such amount to Buyer.