CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
Exhibit 10.41
CONTRACT TERMINATION AGREEMENT
BETWEEN
DELANO ENERGY COMPANY INC.
AND
SOUTHERN CALIFORNIA EDISON COMPANY
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
TABLE OF CONTENTS
SECTION TITLE PAGE
RECITALS 1
AGREEMENT
4
1 TERMINATION OF CONTRACT OBLIGATIONS 4
2 TERMINATION PAYMENTS 8
3 RELEASES 12
4 CONDITIONS PRECEDENT TO EFFECTIVENESS OF THE
AGREEMENT 15
5 CPUC APPROVAL CONDITION PRECEDENT 17
6 ITCC REFUND 20
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
SECTION TITLE PAGE
7 REPRESENTATIONS AND WARRANTIES 21
8 EDISON'S OFFSET RIGHTS 22
9 NO PREVIOUS ASSIGNMENT 22
10 INDEMNITY 23
11 PREVIOUS COMMUNICATIONS 25
12 COSTS AND FEES 25
13 NONWAIVER 26
14 WAIVER OF PURPA RIGHTS 26
15 SUBJECT HEADINGS 27
16 GOVERNING LAW 27
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
SECTION TITLE PAGE
17 JUDGE TRIAL; JURISDICTION AND VENUE 27
18 AMENDMENT 28
19 FURTHER ASSURANCES 28
20 REVIEW AND CONSTRUCTION OF AGREEMENT 28
21 CONFIDENTIALITY 29
22 NOTICES 29
23 MULTIPLE ORIGINALS 30
24 ASSIGNMENT 30
25 SUCCESSORS AND ASSIGNS 31
26 THIRD PARTY BENEFICIARIES 31
27 DAMAGES LIMITATIONS 31
28 SIGNATURE CLAUSE 33
EXHIBITS:
A. TERMINATION PAYMENT SCHEDULE
***
C. LIST OF FINANCING PARTIES REQUIRING CONSENTS
***
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
CONTRACT TERMINATION AGREEMENT
BETWEEN
DELANO ENERGY COMPANY INC.
AND
SOUTHERN CALIFORNIA EDISON COMPANY
This Contract Termination Agreement ("Agreement") is entered into by and
between Southern California Edison Company, a California corporation ("Edison"),
and Delano Energy Company Inc., a Delaware corporation ("Delano"). Edison and
Delano shall be individually referred to herein as "Party" and jointly as
"Parties".
RECITALS
WHEREAS, this Agreement is made with reference to the following facts,
among others:
X. Xxxxxx and Xxxxxx are parties to a certain negotiated Amended and
Restated Power Purchase Contract (the "PPC") dated July 31, 1987,
including its associated Interconnection Facilities Agreement (the "IFA")
dated September 12, 1988. The Delano project is identified by Edison as
QFID No. 1023. The PPC and IFA are hereafter jointly referred to as the
"Contract".
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
B. The PPC provides for Delano to sell energy and capacity to Edison at
specified fixed prices that are higher than Edison's expected future costs
for energy and capacity.
X. Xxxxxx believes that compensating Xxxxxx to terminate the Contract is in
the best interests of Edison's ratepayers.
D. ***
E. To accomplish the early termination of the Contract, the Parties have
entered into this Agreement, which, among other things, is subject to the
final approval of the California Public Utilities Commission ("CPUC").
F. ***
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
AGREEMENT
THEREFORE, in consideration of the mutual promises and obligations stated
herein, the Parties agree as follows:
1. TERMINATION OF CONTRACT OBLIGATIONS
1.1 Subject to the satisfaction of the conditions precedent set forth in
Articles 4 and 5, effective as of 11:59 p.m. on December 31, 1999 the
following shall occur: (i) the Contract shall terminate ("Contract
Termination") and the obligation of Delano to sell, and the obligation
of Edison to purchase, energy and capacity, as well as all other
rights and obligations of Delano and Edison under the Contract, shall
prospectively be of no further force or effect; (ii) the payment
obligations set forth in Article 2 shall become effective; (iii) the
mutual releases in Article 3 shall become effective; and (v) Delano's
waiver of PURPA rights under Article 14 shall become effective. Prior
to the Contract Termination, this Agreement shall have no effect
whatsoever on the Contract or the Parties' rights and obligations
thereunder.
1.2 ***
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
1.3 The Parties understand and acknowledge that this Agreement does not
relieve Delano of its obligation to comply with all laws, statutes and
regulations ***
1.4 ***
1.5 This Agreement shall terminate and be of no further force or effect,
and neither Party shall have any liability to the other hereunder by
reason of such termination, under the following circumstances and on
the following dates:
A. On the date that a CPUC decision or resolution in response to the
Application which does not grant CPUC Approval becomes a Final
Decision (as such capitalized terms are defined in Article 5),
and/or
B. As of December 31, 1999, if the CPUC has not as of that date
issued a Final Decision granting CPUC Approval and Edison has not
given Notice in accordance with Article 22, below, of its
election to waive the condition of CPUC Approval under Section
5.3, and/or
C. If the condition precedent of *** (as defined in Section 4.1(a))
has not been satisfied, then on the date such condition fails;
and/or
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
D. If the condition precedent of *** (as defined in Section 4.1(b))
has not been satisfied, then on the date such condition fails;
and/or
E. On the date that Xxxxxx provides Notice to Edison in accordance
with Article 22, below, of the failure of the condition precedent
set forth in Section 4.1 ***, which Notice may not be given later
than 50 days after the Execution Date (as defined in Article 28).
1.6 Upon the termination of this Agreement pursuant to Section 1.5, the
Contract shall continue in full force and effect, including all
obligations and liabilities thereunder.
2. TERMINATION PAYMENTS
2.1 Upon Contract Termination, Edison shall become obligated to pay Delano
a total nominal sum of *** ("Termination Payments") in accordance with
the payment schedule attached hereto as Exhibit A ("Termination
Payment Schedule"), and in accordance with the procedures set forth in
this Article 2. During the period prior to Contract Termination, the
Parties' respective payment obligations will be in accordance with the
Contract.
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
2.1.1Termination Payments shall be due and payable on the dates set
forth in the Termination Payment Schedule unless the payment due
date falls on a weekend or Edison company holiday, in which case
such payment will be due and payable on the first Edison business
day following the payment due date. In addition, if the first
Termination Payment following Contract Termination would
otherwise be due less than 10 business days after Contract
Termination, such payment will be due and payable on the tenth
business day following Contract Termination.
2.1.2Edison shall pay each monthly Termination Payment on or before
the payment due date set forth in the Termination Payment
Schedule ***
2.1.3 ***
2.2 ***
3. RELEASES
3.1 ***
3.2 ***
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
3.3 The Parties, and each of them, acknowledge that they are fully
familiar with the facts and assumptions giving rise to this
Agreement, but agree that the releases in this Article 3 shall
remain fully effective and binding as to each of them even if the
facts or assumptions turn out to be different from what they now
believe them to be. In addition, as to the matters being released
in this Article 3, the Parties, and each of them, expressly waive
the application of California Civil Code Section 1542, which
reads as follows:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor
at the time of executing the release, which if known by
him must have materially affected his settlement with
the debtor."
3.4 ***
4. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THE AGREEMENT
4.1 The effectiveness of Sections 1.1 through 1.4, and Articles 2, 3 and
14 of this Agreement are subject to the following conditions precedent
(the failure of which shall also result in the termination of this
Agreement pursuant to Section 1.5):
(a) Within 30 days after the Execution Date (as defined in Article
28), Xxxxxx'x receipt of an ***. This condition precedent shall
fail unless Xxxxxx, no later than 35 days after the Execution
Date, ***.
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
(b) Within 45 days after the Execution Date (as defined in Article
28), Xxxxxx'x receipt of ***. This condition precedent shall fail
unless Xxxxxx, no later than 50 days after the Execution Date,
provides to Edison each of the *** required under this Section
4.1(b).
(c) ***
(d) By the Approval Deadline (as defined in Article 5), the receipt
of CPUC approval of this Agreement as specified in Article 5,
below.
4.2 Neither Party shall have any liability to the other Party under this
Agreement if the conditions precedent stated in Section 4.1 are not
satisfied to the Parties' satisfaction. Further, any of the deadlines
specified in Section 4.1, above, may be extended by the mutual,
written consent of the Parties.
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
5. CPUC APPROVAL CONDITION PRECEDENT
The Contract Termination and related provisions set forth in Sections
1.1 through 1.4, the Termination Payment provisions of Article 2, the
mutual releases pursuant to Article 3 and the waiver by Xxxxxx of its
PURPA rights pursuant to Article 14 are all subject to the condition
precedent that this Agreement has received CPUC Approval (as defined
in Section 5.2), by a decision or resolution that becomes final and
non-appealable ("Final Decision") before December 31, 1999 (the
"Approval Deadline"). The date that the Agreement receives CPUC
Approval by a Final Decision shall be referred to as the "Approval
Date." If the Agreement terminates pursuant to Section 1.5, then there
shall be no Approval Date and no Contract Termination. The procedure
by which CPUC Approval shall be obtained, and the nature of that
approval, are as follows:
5.1. Edison shall seek CPUC Approval by submitting either (i) a formal
application for a CPUC decision approving the Agreement, or (ii) a
restructuring advice letter filing to the CPUC's Energy Division for a
resolution by the CPUC approving the Agreement (either, the
"Application"). Edison shall determine in its sole discretion the type
of Application to submit. If deemed appropriate by Edison or required
by the CPUC, including its Energy Division, Edison may convert a
restructuring advice letter filing into a formal application without
Delano's concurrence. Subject to Article 4, Edison shall file the
Application with the CPUC or the Energy Division, as applicable, as
promptly as practicable following execution of this Agreement by the
Parties, except that Edison shall not be obligated to submit any
advice letter filing to the Energy Division until all of the
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
conditions precedent set forth in Sections 4.1(a), (b) and (c) have
been satisfied (i.e., it is established that none of the conditions
precedent will fail). If requested by Edison in its sole judgment,
Delano shall reasonably support the Application and preparation
thereof by promptly providing data and/or preparing written testimony
and providing witnesses to support such testimony. Delano shall
provide such data and testimony in sufficient detail, as requested by
Edison in its reasonable judgment, in order to facilitate preparation
of the Application and CPUC Approval. If such data or testimony
contains Confidential Information as defined in the Confidentiality
Agreement between Edison and Delano referred to in Article 11, it
shall be submitted to the CPUC pursuant to California Public Utilities
Code Section 583 or General Order 66-X. Xxxxxx shall have the right to
review and approve the testimony sponsored by Xxxxxx, if any, prior to
its being filed with the CPUC. If Xxxxxx wishes to file testimony or
data of which Edison does not approve, such testimony or data shall be
filed solely on Xxxxxx'x behalf and not as part of the Application.
The Parties shall support the Application before the CPUC and each use
good faith efforts to obtain CPUC Approval as promptly as practicable.
5.2 "CPUC Approval" shall mean either issuance of a formal decision or a
resolution of the CPUC, either of which is final and no longer subject
to appeal, and which approves this Agreement in full and in the form
presented and which expressly finds this Agreement to be reasonable
and prudent, and without conditions or changes to the
CONFIDENTIAL INFORMATION
The existence of and contents of this document
are subject to a Confidentiality
Agreement and shall not be disclosed.
Agreement, and expressly finds that all payments to be made by Edison
under this Agreement will be deemed reasonable and recoverable in full
by Edison through its Annual Transition Cost Proceeding or any other
mechanism authorized by the CPUC, subject only to Edison's reasonable
administration of this Agreement.
5.3 Edison may, in its sole discretion, waive the condition precedent of
CPUC Approval under this Agreement by giving Delano Notice thereof, in
accordance with Article 22, below, in which case the Approval Date
shall be deemed to have occurred on the effective date of Edison's
Notice. If Edison waives the CPUC Approval condition precedent but the
Application is not withdrawn and the CPUC either issues a decision or
makes a resolution that does not contain CPUC Approval, then such
decision or resolution shall not be grounds to avoid or terminate
Edison's obligation to make Termination Payments.
6. ITCC REFUND
Notwithstanding anything in this Agreement to the contrary, the Parties
acknowledge that the following
CONFIDENTIAL INFORMATION
The existence of and contents of this document
are subject to a Confidentiality
Agreement and shall not be disclosed.
documents are in full force and effect and will remain in full force and
effect if the Contract terminates pursuant to this Agreement: (i) ITCC
Refund and Release Agreement executed by Delano on August 5, 1996; (ii)
ITCC Refund and Consent Agreement executed by Thermo Electron Corporation
on August 5, 1996; and (iii) Indemnity Agreement dated August 7, 1996
between Delano and Edison (all, the "ITCC Agreements"). The Parties also
acknowledge that, pursuant to the ITCC Agreements, regardless of whether
the Contract terminates pursuant to this Agreement, Delano is still subject
to its duties and obligations under the ITCC Agreements, including, but not
limited to, the obligation to pay Edison the amount of, or make Edison
whole for, any taxes and interest Edison may incur in the future that is
attributable to a taxable event as defined in the Indemnity Agreement.
7. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party that, (i) except for
CPUC Approval and the consents and approvals to be obtained pursuant to
Article 4, above, no consents, approvals, authorization or order of any
party which has not already been obtained or will be obtained pursuant to
Article 4, above, are required to
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
be obtained for the valid execution, delivery and performance by such Party
of this Agreement and the transactions contemplated hereby, and (ii)
subject to the conditions precedent set forth in this Agreement, this
Agreement constitutes a binding obligation of such Party, enforceable
against such Party in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy insolvency, reorganization,
moratorium, or similar laws affecting the rights of creditors generally and
by general principles of equity (regardless of whether enforcement thereof
is sought in a proceeding at law or in equity).
8. EDISON'S OFFSET RIGHTS
Edison may recover by offset, setoff or recoupment ***, any sums due it
from Delano under the Agreement or the Contract, including but not limited
to, amounts owed to Edison by reason of any breach by Delano or
overpayments under this Agreement or the Contract.
9. NO PREVIOUS ASSIGNMENT
Except for the collateral assignments Delano has given to its financing
parties, which have been consented to in writing by Edison, each Party
represents and warrants that it has not assigned or otherwise transferred,
or purported to assign or otherwise
CONFIDENTIAL INFORMATION
The existence of and contents of this document
are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
transfer to any party which is not a party to this Agreement, directly or
indirectly, voluntarily, involuntarily, or by operation of law, the
Contract or any rights, liabilities, or claims arising thereunder or
related thereto, or any rights, claims, or causes of action, which it may
have against the other Party, or any obligation being released by this
Agreement.
10. INDEMNITY
10.1 Delano shall indemnify and hold Edison harmless from and against any
and all claims, demands, damages, losses, expenses, debts, accounts,
obligations, costs, expenses, liens, actions, or causes of action and
other liabilities (including without limitation reasonable legal and
accounting fees and costs) of any nature suffered or incurred by
Edison which arise out of or relate to (i) any breach of Delano's
representations and warranties in this Agreement; (ii) any breach or
violation by Delano of any provision of this Agreement; or (iii) any
claim asserted or action taken by any third party having privity of
contract with Delano or any affiliate of Delano, which claim or action
relates to this Agreement or the Contract. *** The Parties also agree
that in no event shall
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
Delano be required to indemnify Edison for any loss or liability under
this Article caused by Edison's willful misconduct (but in no event
shall Edison's entry into the Agreement be deemed "misconduct" for
purposes of this Section 10.1).
10.2 Edison shall indemnify and hold Delano harmless from and against any
and all claims, demands, damages, losses, expenses, debts, accounts,
obligations, costs, expenses, liens, actions, or causes of action and
other liabilities (including without limitation reasonable legal and
accounting fees and costs) of any nature suffered or incurred by
Delano which arise out of or relate to (i) any breach of Edison's
representations and warranties in this Agreement; (ii) any breach or
violation by Edison of any provision of this Agreement; or (iii) any
claim asserted or action taken by any third party having privity of
contract with Edison which claims or actions relate to this Agreement
or the Contract. *** The Parties also agree that in no event shall
Edison be required to indemnify Delano for any loss or liability under
this Article caused by Xxxxxx'x willful misconduct (but in no event
shall Delano's entry into the Agreement be deemed "midconduct" for
purposes of this Section 10.2)
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
11. PREVIOUS COMMUNICATIONS
Except for the confidentiality agreement between Xxxxxx and Edison dated
January 18, 1999 ("Confidentiality Agreement") and the ITCC Agreements,
this Agreement contains the entire agreement and understanding between the
Parties as to the subject matter of this Agreement and supersedes all prior
agreements, except the Confidentiality Agreement and the ITCC Agreements,
and representations, and discussions between the Parties concerning the
subject matter of this Agreement. Each Party further represents that, in
entering into this Agreement, it has not relied on any promise, inducement,
representation, warranty, agreement, or other statement not set forth in
this Agreement.
12. COSTS AND FEES
Each Party shall pay its own costs and attorneys' fees in connection with
the preparation and execution of this Agreement and any related documents,
and any performance hereunder.***
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
13. NONWAIVER
None of the provisions of this Agreement shall be considered waived by a
Party unless such waiver is given in writing. The failure of a Party to
insist in any one or more instances upon strict performance of any of the
provisions of this Agreement or to take advantage of any of its rights
hereunder shall not be construed as a waiver of any such provisions or the
relinquishment of any such rights for the future, but the same shall
continue and remain in full force and effect.
14. WAIVER OF PURPA RIGHTS
Upon Contract Termination, Delano shall forever relinquish and waive any
rights it has under the Public Utility Regulatory Policies Act of 1978 (16
U.S.C. Section 824a-3 et seq.) or any federal or state regulation or order
implementing PURPA in effect as of the date of this Agreement to require
Edison to purchase power from the Delano project (the "Project"). ***
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
15. SUBJECT HEADINGS
Subject headings in this Agreement are inserted for convenience only, and
shall not be construed as interpretations of text.
16. GOVERNING LAW
This Agreement shall be interpreted, governed, and construed under the laws
of the State of California (without giving effect to its conflict of laws
provision that could apply the law of another jurisdiction) as if executed
in and to be performed wholly within the State of California.
17. JUDGE TRIAL; JURISDICTION AND VENUE
All disputes of any nature arising out of or relating to this Agreement,
including without limitation, disputes sounding in contract, tort or based
on statute or regulation, that the Parties are unable to settle between
themselves shall be submitted to a trial by judge. The Parties hereby waive
any right to a trial by jury. All proceedings shall be held in Los Angeles,
California. Additionally, the Parties agree, notwithstanding any right that
they may otherwise have under law to venue in other counties or locations,
that the venue of any such dispute shall exclusively be Los Angeles County,
California, and the Parties hereby consent to jurisdiction and venue in Los
Angeles County for purposes of litigating any such dispute.
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
18. AMENDMENT
This Agreement may not be altered or modified by any of the Parties except
by an instrument in writing executed by both of them.
19. FURTHER ASSURANCES
The Parties agree to cooperate promptly and fully in providing and/or
executing such additional documents and taking such other actions as may
later be determined to be reasonably necessary to effectuate the provisions
of this Agreement.
20. REVIEW AND CONSTRUCTION OF AGREEMENT
The Parties acknowledge that they have read and understood this Agreement
and further acknowledge that in entering into this Agreement, they have
been advised by attorneys of their choice. Further, both Parties have
participated in the drafting and preparation of this Agreement.
Accordingly, neither Parties to this Agreement shall be deemed to be the
drafter of any part of this Agreement, and any ambiguity in the provision
of this Agreement shall not be construed against any Party for that reason.
21. CONFIDENTIALITY
The terms of this Agreement are confidential within the meaning of the
Confidentiality Agreement.
21. NOTICES
Any notices or communications given pursuant to this Agreement ("Notice")
shall be in writing and (i) delivered personally (personally delivered
Notice shall
CONFIDENTIAL INFORMATION
The existence of and contents of this document
are subject to a Confidentiality
Agreement and shall not be disclosed.
be deemed given upon written acknowledgment of receipt after delivery to
the address specified or upon refusal of receipt at the address specified);
(ii) mailed by U.S. mail, postage prepaid (Notice by U.S. mail shall be
deemed made on the fifth business day after deposit in U.S. mail); (iii)
mailed by registered or certified mail, postage prepaid (Notices mailed by
registered or certified mail shall be deemed made on the actual date of
delivery, as set forth in the return receipt or upon refusal of receipt);
(iv) or delivered by facsimile transmission (Notice by facsimile
transmission shall be deemed made upon actual receipt of the entire
document sent). In each of these cases, the Notice shall be delivered,
mailed or sent as follows or to such other addresses or facsimile numbers
as may hereafter be designated by either Party to the other in writing:
If to Edison, as follows:
Director, QF Contracts
Southern California Edison
P. O. Box 800
0000 Xxxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Facsimile: 000-000-0000
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
If to Delano, as follows:
Business Manager
Delano Energy Company, Inc.
c/o Thermo Ecotek Corporation
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Facsimile: 000-000-0000
With a copy to:
President,
Power Resources Division
Thermo Ecotek Corporation
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Facsimilie: 000-000-0000
23. MULTIPLE ORIGINALS
This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which taken together shall
constitute a single document.
24. ASSIGNMENT
24.1 Except as provided in 24.2, neither Party shall voluntarily assign its
rights nor delegate its duties under this Agreement, or any part of
such rights and duties, without the written consent of the other
Party, which consent shall not be unreasonably withheld. Any such
assignment or delegation made without such written consent shall be
null and void.
24.2 ****
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
25. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the
respective heirs, administrators, representatives, executors, successors
and assigns of the Parties hereto.
26. THIRD PARTY BENEFICIARIES
The Parties do not intend to create rights in, or grant remedies to, any
third party as a beneficiary of this Agreement or of any duty, covenant,
obligation or understanding established under this Agreement.
27. DAMAGES LIMITATION
***
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
28. SIGNATURE CLAUSE
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives. Subject to the
conditions precedent in this Agreement, it is effective as of the
date it has been executed by both of the Parties ("Execution Date").
CONFIDENTIAL INFORMATION
The existence of and contents of this
document are subject to a Confidentiality
Agreement and shall not be disclosed.
Confidential material omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
SOUTHERN CALIFORNIA XXXXXX XXXXXX ENERGY COMPANY, INC.,
COMPANY, a California a Delaware corporation
corporation
By:/s/ Xxxxxxx X. Xxxxx By:/s/ Xxxxxxx Xxxxx
Name: XXXXXXX X. XXXXX Name: XXXXXXX XXXXX
Title: President and Chief Title: Vice President
Operating Officer
Date: May 21,1999
Date: May 21,1999
***
