Notwithstanding any provision to the contrary herein, Seller shall not sell or provide the Expansion Plant Output to any third party, unless Seller can do so without compromising in any material way its ability to provide the Output or Expansion Plant Output, if any, to Buyer hereunder. If Buyer wishes to accept such offer to purchase all (but not less than all) of the Expansion Plant Output, Buyer shall so notify Seller within ninety (90) calendar days of its receipt of such offer. The offer shall include the price to be paid by Buyer for the Expansion Plant Output, the term, and other principal terms and conditions of the proposed sale.
Should any issue arise that is not covered by such documentation, the terms of this Agreement (prior to amendment for the Expansion Plant or Expansion Plant Output) shall apply. Upon the sale of such Expansion Plant Output in compliance with this Agreement, Buyer shall have no further rights to be offered or to purchase such Expansion Plant Output.īuyer’s refusal, in writing, of the Expansion Plant Output from one Expansion Plant shall not affect Buyer’s right to purchase the Expansion Plant Output from a subsequently developed Expansion Plant under the terms of this Agreement.ĬUF = Actual Plant Output in kWh over the year / (Installed Plant Capacity in kW x 365 x 24).īuyer and Seller shall promptly thereafter enter into good faith negotiation of commercial modifications to this Agreement incorporating such Expansion Plant Output offer.
If Seller offers to disaggregate the Expansion Plant Output for the purpose of selling the same to multiple independent buyers, Seller shall notify Buyer, in writing, of the terms and conditions of such offers, and Buyer shall again have the right of first refusal consistent with the terms set forth above for each of the lesser amounts being offered to the third parties.
Each time such a determination is made, Seller shall notify Buyer of such determination and shall offer, in writing, to sell the Expansion Plant Output to Buyer.
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