Trading Contracts. (i) Power and Hedging Contracts, including Credit Support Agreements, and ML Guarantees each executed and delivered by the parties thereto with respect to all Core Counterparties, with the obligations of the parties thereunder being subject only to the delivery of the Effectiveness Notices, and (ii) evidence satisfactory to REPS of the delivery of the Effectiveness Notices.
Trading Contracts. Subject to Section 2.8, the Seller agrees to sell to the Purchaser, free and clear of all Encumbrances (except Permitted Encumbrances), and the Purchaser agrees to purchase from the Seller, by way of novation, all of the rights, title and interests of the Seller in, and assume all of the Liabilities of the Seller under, each of the Trading Contracts, in each case, with effect from 11:59 p.m. New York City time on the Novation Date with respect to each of such Trading Contract;
Trading Contracts. 94 Section 6.19 Matters Relating to Keystone and Conemaugh..................95
Trading Contracts. On or prior to the Closing Date, the Sellers shall cause Sithe Power Marketing, and Guarantor shall cause Reliant Energy Services, Inc. ("RES") to enter into "back-to-back" Contracts pursuant to which Sithe Power Marketing shall purchase from (or sell to) RES any fuel, electricity, capacity or related products required to be sold by (or purchased by) Sithe Power Marketing, as the case may be, pursuant to each Trading Contract on substantially the same terms and conditions as are applicable to Sithe Power Marketing under such Trading Contract. The Sellers shall use reasonable efforts to cause Sithe Power Marketing to enter into the Trading Contracts described in Section 6.5.2(f)(v)(B) using the form of enabling agreement provided to the Sellers by Buyer with such changes thereto as shall be mutually acceptable to RES and Sithe Power Marketing.
Trading Contracts. (a) On the terms and subject to the conditions set forth herein and subject to Section 2.8(f) with respect to Interbook Trades, on the Novation Date with respect to any Trading Contract, the Seller shall convey, assign and transfer to, and the Purchaser or one of its Affiliates shall receive from, undertake and assume, such Trading Contract, in each case, pursuant to a Novation Agreement by and among the Seller, the Purchaser and the Counterparty to each of such Trading Contracts. To the extent that the transfer of any of the Trading Contracts to the Purchaser requires the Consent of a Third Party or Governmental Authorization, the Seller and the Purchaser shall use commercially reasonable efforts, and cooperate with each other, to obtain promptly the relevant Consent or Governmental Authorization prior to the Closing Date.
(b) Subject to Sections 2.8(c) and (d), the sale, transfer and novation of any Trading Contract shall be conditional on:
(i) the receipt of all Governmental Authorizations and all Consents (including any required Counterparty consent) necessary to permit the novation of such Trading Contract to the Purchaser; and
(ii) the applicable Counterparty having (x) released the Seller, IEG and all of IEG’s other Affiliates from any and all obligations and Liabilities under such Trading Contract and (y) released or agreed in writing, with the Seller, IEG and all of IEG’s other Affiliates as Third Party beneficiaries, to release within a reasonable period of time after the execution of such release the Seller, IEG and all of IEG’s other Affiliates from any and all obligations and Liabilities under any Financial Assurances related to such Trading Contracts, including the return by the applicable Counterparty of any collateral held by such Counterparty to the Seller, IEG or IEG’s other Affiliates (clauses (i) and (ii), collectively, the “Novation Condition”).
(c) If the Purchaser has an existing master trading agreement with any Counterparty to a Trading Contract, [CONFIDENTIAL TREATMENT REQUESTED], the Purchaser and the Seller shall have the right to seek the consent of such Counterparty to make the Counterpart Trading Contracts under such Trading Contract subject to the existing master trading agreement between the Purchaser and such Counterparty or to negotiate changes to Seller’s existing master trading agreement or a new master trading agreement with such Counterparty. To the extent possible, the Parties shall use the form of Novation Agreement...
Trading Contracts. Save as disclosed prior to this Agreement, the Group Companies have duly observed and performed the terms and conditions on its part to be observed and performed under its trading contracts.
Trading Contracts. Provided that the Innogy Guarantor has provided the Innogy Price Matrix (or, if any alterations are made to the Innogy Price Matrix in accordance with Clause 5.4, the Innogy Price Matrix so altered) to Northern (to the address for notices set out in Clause 13.12.1 and via fax to Xxxx Xxxxxxxxx at Northern (fax number 0000 000 0000), and subject to Clauses 5.2 and 5.3, Northern shall procure that none of the Group Companies operating the Northern Sale Business shall in the period from the date of this agreement and before Completion:
5.5.1 enter into any option, forward contract or other commitment to purchase wholesale electricity or gas which is not intended in the reasonable judgement of Northern, to cover its expected demand; or
5.5.2 purchase or enter into any option, forward contract or other commitment to purchase wholesale electricity or gas at prices above those in the most recent Innogy Price Matrix (a "EXCLUDED PURCHASE COMMITMENT") provided that on any date on which Northern notifies Xxxxxx Xxxxxxxxxxx and Xxxxxx Xxxx at Innogy (fax number: 00000 000000) that Northern wishes to enter into any Excluded Purchase Commitment, and Innogy is unwilling to enter into such Excluded Purchase Commitment at prices indicated in the then current Innogy Price Matrix and for the volumes which Northern so notifies Innogy, then Northern shall be permitted to do any of the foregoing on such date at such prices and for the volumes notified by Northern to Innogy ; or
5.5.3 sell or enter into any option, forward contract or other commitment to sell wholesale electricity or gas at prices below those in the most recent Innogy Price Matrix (an "EXCLUDED SALE COMMITMENT") provided that on any date on which Northern notifies Xxxxxx Xxxxxxxxxxx and Xxxxxx Xxxx at Innogy (fax number: 00000 000 000) that Northern wishes to enter into any Excluded Sale Commitment, and Innogy is unwilling to enter into such Excluded Sale Commitment at the prices indicated in the then current Innogy Price Matrix and for the volumes which Northern so notifies Innogy, then Northern shall be permitted to do any of the foregoing on such date at such prices and for the volumes notified by Northern to Innogy; or
5.5.4 enter into any electricity spill contract other than in respect of the Viking power plant located at Seal Sands, Teesside in substantially the form set out in Document 8.2.7 in the Black Data Room, Provided that nothing in this Clause 5.5 shall prevent NE plc or NEAGL (or any other comp...
Trading Contracts. Section 3.19 of the Disclosure Schedule sets forth a list of all Trading Contracts to which any Acquired Company was a party as of the date hereof. All such Trading Contracts set forth on Section 3.19 of the Disclosure Schedule that have been entered into by any of the Acquired Companies have been: (a) in the ordinary course of business, (b) for the purpose of meeting the Acquired Companies’ retail load obligations or hedging exposure or managing price risk arising out of such obligations, and (c) in compliance with the trading policies of the Business. Parent has delivered or made available to the Purchaser true and correct copies of each of the Trading Contracts.
Trading Contracts. (a) On Closing or as soon as practicable thereafter, the Investors shall replace all existing security for Trading Contracts and Replacement Contracts, including security provided by DTI, with security provided by one or more of the Investors. If the Investors are not able to replace any security provided by DTI for Trading Contracts at Closing and such security is called upon subsequent to Closing, any indebtedness of BPLP resulting from such DTI security being called upon shall be the responsibility of the Investors and not BE or XXXXX.
(b) If any Trading Contract is terminated prior to Closing, the Parties shall comply with the provisions of Schedule F.
