Seller’s Delivery Obligation Sample Clauses

Seller’s Delivery Obligation. 5.6.1 During any Contract Year, Seller shall make available to Buyer the Scheduled Cargo Quantity with respect to each cargo scheduled in the ADP for such Contract Year, less; (a) any quantities of LNG not taken by Buyer for any reasons attributable to Buyer (other than quantities for which Buyer is excused pursuant to this Agreement from taking due to Seller’s breach of this Agreement), including quantities not taken by Buyer due to Force Majeure affecting Buyer; (b) any quantities of LNG not made available by Seller due to Force Majeure affecting Seller or Upstream FM (other than quantities of LNG that Buyer elects to take on a Hxxxx Hub basis pursuant to Section 14.3.4); and (c) any cargo suspended pursuant to Section 19.1.1. 5.6.2 Except as otherwise excused in accordance with the provisions of this Agreement, if, during any Contract Year, for any reason other than those specified in Section 5.6.1, Seller does not make available the Scheduled Cargo Quantity with respect to any cargo identified in Section 5.6.1 then the amount by which the Scheduled Cargo Quantity for such cargo exceeds the quantity of LNG made available by Seller in relation to such cargo shall be the “Cargo DoP Quantity”. Seller shall pay to Buyer for the Cargo DoP Quantity in an amount equal to: (a) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity can be purchased: (i) an amount equal to the actual, documented amount paid by Buyer for the purchase of a replacement quantity of LNG or Gas (not to exceed the MMBtu equivalent of the Cargo DoP Quantity); less (ii) an amount equal to the CSP, multiplied by the Cargo DoP Quantity; plus (iii) any actual, reasonable and verifiable incremental costs incurred by Buyer as a result of such failure; less (iv) any actual, reasonable and verifiable savings obtained by Buyer as a result of such failure; plus (b) in respect of any Cargo DoP Quantity or portion thereof for which a replacement quantity cannot be purchased, any actual, reasonable and verifiable costs incurred by Buyer by adjusting, reducing, or terminating its resale arrangements in respect of such LNG, including any capacity reservation and transportation costs; (the “Cargo DoP Payment”); provided, however, that the Cargo DoP Payment shall not exceed an amount equal to [***] percent ([***]%) of the CSP, multiplied by the Cargo DoP Quantity. 5.6.3 Notwithstanding the foregoing, if the Cargo DoP Quantity is within the operational tolerance of two pe...
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Seller’s Delivery Obligation. Except as provided in Article IX, or in cases of Energy imbalances, in no event shall Seller have the right to procure Energy from sources other than the Facility for sale and delivery pursuant to this Agreement. Unless excused by Buyer’s failure to perform, Seller shall not sell any Energy or Environmental Attributes from the Facility to anyone other than Buyer.
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Seller’s Delivery Obligation. ☐ Firm ☐ As-Available ☐ Non-Firm ☐ Other ___________________ Scheduling: ☐ IST ☐ CAISO Delivery
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Seller’s Delivery Obligation. Except as provided in Article IX, and except for Energy provided by the Transmission Provider pursuant to its tariff in connection with the Transmission Services that is both EPS Compliant and RPS Compliant, in no event shall Seller have the right to procure energy from sources other than the Facility for sale and delivery pursuant to this Agreement. Unless there shall be a Force Majeure or a Buyer’s failure to perform its obligations under this Agreement, if, on or after the Delivery Commencement Date, Seller sells any part of any Facility Output required to be delivered by Seller under this Article VI or Article VIII to a third party, Seller shall pay Buyer as liquidated damages, within thirty (30) days of Buyer’s written request therefor, an amount for each MWh of such deficiency equal to the positive difference, if any, obtained by subtracting the price per MWh that would have been payable by Buyer for the Facility Output not delivered from the Replacement Price. Buyer shall provide Seller prompt written notice of the Replacement Price together with back-up documentation.
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Seller’s Delivery Obligation. Seller shall deliver to the District all Renewable Energy Certificates associated with Electrical Output as measured by the meter at the Measuring Point produced by the Generator during the Term of this Agreement in accordance with the provisions of this Section 21.1. Such deliveries are understood to include the District’s right to claim a Distributed Generation Multiplier for each REC delivered by Seller. Seller shall not sell, pledge, assign, transfer, or otherwise dispose of any of its rights or interests in the Renewable Energy Certificates, including but not limited to any Distributed Generation Multipliers, sold to the District under this Agreement. Seller shall not report under Section 1605(b) of the Energy Policy Act of 1992, Initiative 937, or any similar program that the Renewable Energy Certificates, including but not limited to any Distributed Generation Multipliers, sold to the District under this Agreement belong to anyone other than the District. The District may report under any such program that all such Renewable Energy Certificates purchased hereunder, including any Distributed Generation Multiplier, belong to it.
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Seller’s Delivery Obligation is subject to the correct, punctual supply of ma- terial necessary for delivery, unless Seller is at fault for the non-punctual or late supply of such material.
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Seller’s Delivery Obligation. ☒ Firm ☐ As-Available ☐ Non-Firm ☐ Other ___________________
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Related to Seller’s Delivery Obligation

  • Seller’s Deliveries At the Closing, Seller shall deliver: (a) One or more Quitclaim Deeds with Covenant or such other appropriate documents or instruments of transfer, as the case may require to transfer the Real Property to be Conveyed and the Attachments, in the form agreed pursuant to Section 5.06; (b) A Xxxx of Sale and Assignment and Assumption Agreement in the form of Exhibit D executed by Seller; (c) Assignment and Assumption Agreements in the forms attached hereto of Exhibit E; (d) A certificate signed by the President or a Vice President of Seller and dated the Closing Date as to the matters set forth in Section 6.01(a) and Section 6.01(b); (e) Evidence reasonably satisfactory to Buyer of the receipt of the Specified Consents for which Seller is responsible to obtain and the assignment to Buyer of the Assumed Agreements, the Permits and the Environmental Permits, to the extent Buyer has obtained consent, as contemplated by this Agreement; (f) An affidavit of non-foreign status certifying that the sale of the Real Property by Seller is exempt from withholding under Section 1445 of the Code, and, if applicable, a certificate in the form required by Maine Revenue Services certifying that the sale of the Real Property by Seller is exempt from Maine income tax withholding under 36 M.R.S.A. § 5250 A, and a tax clearance certificate from Maine Revenue Services with respect to Seller pursuant to 36 M.R.S.A. § 177(6); (g) The Protocol Agreement in the form of Exhibit L, executed by Seller; and (h) Such other certificates, documents and instruments as reasonably may be requested by Buyer in connection with the transactions contemplated by this Agreement, including without limitation the affidavits and indemnities reasonably required for the issuance of Buyer’s title insurance policy.

  • Buyer’s Deliveries At Closing of the Hotel, Buyer shall deliver the following:

  • Purchaser’s Deliveries Subject to the fulfillment or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller all of the following: (a) an amount equal to the sum set forth in Section 3.2(b) plus the amount necessary to reimburse Seller for the environmental testing pursuant to Section 6.2(a), by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (b) the Reliable Note and, subject to the provisions of Section 7.2(h), the Shukla Note; (c) the employment agreement between Purchaser and Xxxxxxxx Xxxxxx in the form annexed hereto as Exhibit C (the "Employment Agreement"); (d) written authorization to the Escrow Agent to pay the Deposit to Seller; (e) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (f) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (g) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (h) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (i) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (j) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto; (k) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated hereby; and (l) the Mortgage and the Security Interest.

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