Common use of Seller’s Payments Clause in Contracts

Seller’s Payments. Seller shall have thirty (30) days after receipt of SCE’s Notice to review SCE’s calculation and either pay the entire Seller’s Annual Shortfall Payment and/or Seller’s Long Term Availability Shortfall Payment amount claimed by SCE or pay any undisputed portion and provide Notice to SCE of the portion it disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers and source data. The Parties shall negotiate in good faith to resolve any disputed portion of the Seller’s Annual Shortfall Payment and/or Seller’s Long Term Availability Shortfall Payment amount and shall, as part of such good faith negotiations, promptly provide information or data relevant to the dispute as each Party may possess which is requested by the other Party. If the Parties are unable to resolve a dispute regarding any Seller’s Annual Shortfall Payment and/or Seller’s Long Term Availability Shortfall Payment amount within thirty (30) days after the sending of a Notice of dispute by Seller, either Party may submit the dispute to arbitration as provided in Article Twelve.