1998 AGN JAN 13 I03 - Laserfiche WebLink

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DRAFT: 11/07;9 all of its obligations under this Agreement for such fiscal %. gar: any breach of this provision shall be deemed to have arisen durins7 a fiscal period ofCounterparty fur which bud�-,tary certiticauon of`Its obligations under this Agreement is in effect and, notwithstanding anything Lo the contrary to Section 4, an Early Termination Date shall automatically and without further notice occur hereunder- as of such date wherein Counterparty shall be treated as the Defaulting Party. Counterparty shall have allocated to the Special Fund or its general funds a revenue base that is adequate to cover Counterparty's payment obligations hereunder throughout the entire Period of Delivery. SECTION 3. OBLIGATIONS AND DELIVERIES 3.1. Seller's and Buyer's Obligations. With respect to each Transaction and subject to the terms of this Master Agreement, Seller shall sell and deliver, or cause to be delivered, and `Buyer shall purchase and receive, or cause to be received, at the Delivery Point the Contract Quantity, and Buyer shall pay Seller the Contract Price. Seller shall be responsible for any costs or charges imposed on or associated with the delivery of the Contract Quantity (excluding any Stranded Costs), including control area services, inadvertent energy flows, transmission losses and loss charges relating to the transmission of the Contract Quantity (excluding any Stranded Costs), up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Contract Quantity, including control area services, inadvertent energy flows, transmission losses and loss charges relating to the transmission of the Contract Quantity, at and from the Delivery Point. 3.2. Transmission and Scheduling. Seller shall arrange and be responsible for transmission service to the Delivery Point and shall Schedule or arrange for Scheduling services with its Transmission Providers to deliver the Energy to the Delivery Point. Buyer shall arrange and be responsible for transmission service at and from the Delivery Point and shall Schedule or arrange for Scheduling services with its Transmission Providers to receive the Energy at the Delivery Point. Each Party shall designate authorized representatives to effect the Scheduling of the Contract Quantity of Energy. 3.3. Title, Risk of Loss and Indemnity. As between the Parties, Seller shall be deemed to be in exclusive control (and responsible for any damages or injury caused thereby) of the Energy prior to the Delivery Point and Buyer shall be deemed to be in exclusive control (and responsible for any damages or injury caused thereby) of the Energy at and from the Delivery Point. Seller warrants that it will deliver to Buyer the Contract Quantity free and clear of all liens, claims and encumbrances arising prior to the Delivery Point. Title to and risk of loss related to the Contract Quantity shall transfer from Seller to Buyer at the Delivery Point. Seller and Buyer shall each indemnify, defend and hold harmless the other Party from any Claims arising from any act or incident occurring when title to the Energy is vested in the indemnifying Party. 3.4. Force Majeure. If either Party is rendered unable by Force Majeure to carry out, in whole or part, its obligations under a Transaction and such Party gives notice and full details of the event to the other Party as soon as practicable after the occurrence of the event, then during the pendency of such Force Majeure but for no longer period, the obligations of the Party affected by the event (other than the obligation to make payments then due or becoming due with respect to performance prior to the event) shall be suspended to the extent required; provided, however, Buyer shall be obligated to pay Demand Charges, if any, with respect to a Transaction notwithstanding the Force Majeure. The Party affected by the Force Majeure shall remedy the Force Majeure with all reasonable dispatch; provided, however, that this provision shall not require Seller to deliver, or Buyer to receive, Energy at points other than the Delivery Point. DLYONSZAGRMnCOLTON2