Uprating of Units. If at any time, the Generator proposes to make physical plant upgrades to any of the Units beyond the scope of Refurbishment Work or Asset Management Work, or proposes to perform safety analyses which are ultimately accepted by the CNSC, in either case, for the purposes of allowing such Units to operate at reactor power above 92.5% for Xxxxx A or 93% for Xxxxx B in order to generate incremental Electricity then, prior to undertaking such upgrades or implementing the outcome of such safety analysis, the Generator and the Counterparty shall negotiate in good faith, each acting reasonably, to agree upon a price for incremental Electricity having regard to, inter alia, (a) the capital costs of such upgrades or safety analysis, (b) the cost of generating such incremental Electricity, (c) providing the Generator with a reasonable return on such incremental investment, and (d) the then current price of Electricity. In the absence of an agreement, the amount of Electricity that is generated by the Generator as a result of such upgrades or the implementation of the outcome of such safety analysis over and beyond the Electricity that would have been generated by the Generator in the absence of such upgrades or the implementation of the outcome of such safety analysis (the “Incremental Xxxxx Energy”) and the price of Incremental Xxxxx Energy (the “Incremental Contract Price”) may be determined by either the Generator or the Counterparty submitting the matter to arbitration, from which there shall be no appeal, with such arbitration to be conducted in accordance with the procedures set out in Exhibit 18.2. If the amount of Incremental Xxxxx Energy and Incremental Contract Price are determined by the agreement of such Parties or arbitration, the Generator may, in its sole discretion, undertake such upgrades or the implementation of the outcome of such safety analysis. Prior to commencing such upgrades or implementing the outcome of such safety analysis, the Parties shall amend the definitions of Xxxxx Energy and Contract Price and Sections 1.1, 2.15, 2.16, 4.2(a), 4.2(b), 4.2(c), 4.3, 5.2, 6.1 and Exhibit 4.2 and Exhibit 4.3, to the extent necessary, to incorporate Incremental Xxxxx Energy and the Incremental Contract Price into the terms and conditions of this Agreement.
