Topic:"Energy Efficiency Conservation Agreement" in M12394

7.3 Performance of Work - (a) Nalcor Right to Carry out Work Subject to Section [7.3(b)](#page-118-2) , without limiting any other right or remedy Nalcor may have, Nalcor may perform or cause to be performed any or all work after the Trans...

AI summary This section outlines the responsibilities of Nalcor and Emera regarding the performance of work post-Transfer Date. Nalcor may perform work and be reimbursed by Emera, while Emera has the option to perform the work at its own cost and must adhere to specific standards and procedures.

12.1 Nalcor Indemnity Nalcor shall indemnify, defend, reimburse, release and save harmless Emera and its Affiliates and their respective directors, officers, managers, employees, agents and representatives, and the successors and permitted...

AI summary Nalcor is required to indemnify, defend, and reimburse the Emera Group for any claims arising from the gross negligence or wilful misconduct of any member of the Nalcor Group in connection with Nalcor's obligations under the agreement.

12.2 Emera Indemnity Emera shall indemnify, defend, reimburse, release and save harmless Nalcor and its Affiliates and their respective directors, officers, managers, employees, agents and representatives, and the successors and permitted...

AI summary Emera is required to indemnify the Nalcor Group against claims arising from the gross negligence or wilful misconduct of any member of the Emera Group in connection with Emera's obligations under the Agreement.

16.1 Nalcor Assignment Rights (a) General - Nalcor shall not be entitled to assign all or any portion of its interest in this Agreement, any Claim or any other agreement relating to any of the foregoing (collectively, the " Nalcor Rights "...

AI summary Section 16.1 outlines the conditions under which Nalcor can assign its rights under the agreement. Nalcor requires Emera's prior written consent for any assignment, except to its affiliates, provided that an agreement in the form of Schedule 3 is entered into. A change in control of a Nalcor Affiliate Assignee also requires Emera's consent. Any unauthorized assignment is void.

n [3.6(d)](#page-23-2) shall be Scheduled and delivered to NSPI by no later than the date that is 365 days following each applicable Original Date of Delivery; - (d) the Energy delivered by Nalcor to NSPI pursuant to Section [3.6(c)](#page...

AI summary This section outlines the rescheduling and delivery of energy by Nalcor to NSPI, ensuring equivalent economic value through replacement energy supplies and calculation methods based on Incremental Cost Rates.

12.1 Nalcor Indemnity Nalcor shall indemnify, defend, reimburse, release and save harmless: - (a) Emera and its Affiliates other than NSPI and their respective directors, officers, managers, employees, agents and representatives, and the s...

AI summary This section outlines Nalcor's obligation to indemnify, defend, and reimburse the Emera Group and the NSPI Group against claims arising from the gross negligence or wilful misconduct of any member of the Nalcor Group in connection with Nalcor's obligations under the agreement.

14.5 NSPI Confidentiality Obligations Without limiting the provisions of this Agreement: - (a) NSPI shall keep confidential from Emera, NSPI's other Affiliates and their respective Representatives: the Nalcor Forecasts, any Nalcor Variance...

AI summary This section outlines NSPI's confidentiality obligations under the agreement, requiring it to keep certain information related to Nalcor and Emera, including forecasts, solicitation responses, and energy delivery details, confidential from specified parties.

2.2 Ownership of Nalcor Throughput Energy Except as contemplated by Section 2.3(b) of the NBTUA, Nalcor will retain ownership and title to the Energy transmitted from NL through to Nalcor's final point of sale for each transaction.

AI summary This section outlines that Nalcor retains ownership and title to energy transmitted from NL to its final point of sale, except as specified in Section 2.3(b) of the NBTUA.

spect to any outstanding Letter of Credit after the time such Letter of Credit is permitted or required to be expired, cancelled or returned to Y in accordance with the terms of this Master Agreement. - 1.65 "Energy Access Agreement" or "E...

AI summary The text defines key terms in the Master Agreement, including the expiration and return of Letters of Credit and the Energy Access Agreement (EAA) between Nalcor, NSPI, and Emera Inc. It also provides a broad definition of 'Person' encompassing various legal entities and individuals.

"10.5 Assignment. - (a) The provisions of this Section 10.5(a) shall apply at all times during which the Energy Access Agreement is in force and effect, as follows: - (i) Party A shall not be entitled to assign all or any portion of its in...

AI summary Section 10.5 outlines the assignment provisions under the Energy Access Agreement, restricting Party A from assigning its rights without Party B's consent, except to affiliates under specific conditions. Similarly, Party B cannot assign its rights without Party A's consent. Changes in ownership of an assignee may also trigger the need for consent.

ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES Section 5.4 ("Notice of Payment of Acceleration Payment") is amended by deleting the words "or its Affiliate" from the last sentence and, also in the last sentence, deleting the words "any other ag...

AI summary The document amends Sections 5.4 and 5.8 of Article Five, focusing on changes related to the Energy Access Agreement and the Energy and Capacity Agreement in the context of events of default and remedies.

WHEREAS: - A. Nalcor, Emera and NSPI entered into an Energy Access Agreement on April 13, 2015 providing NSPI with access to market-priced Energy when needed to economically serve NSPI and its ratepayers; - B. This Balancing Service Agreem...

AI summary The document outlines a Balancing Service Agreement between Nalcor, Emera, and NSPI, entered into under Section 5.8(a) of an Energy Access Agreement from April 13, 2015, which provides NSPI with access to market-priced energy to serve its ratepayers economically.

9.1 Nalcor Indemnity Nalcor shall indemnify, defend, reimburse, release and save harmless Emera and its Affiliates and their respective directors, officers, managers, employees, agents and representatives, and the successors and permitted...

AI summary Nalcor Energy is required to indemnify Emera and its affiliates against claims arising from the gross negligence or wilful misconduct of any member of the Nalcor Group in connection with Nalcor's obligations under the agreement.

9.2 Emera Indemnity Emera shall indemnify, defend, reimburse, release and save harmless Nalcor and its Affiliates and their respective directors, officers, managers, employees, agents and representatives, and the successors and permitted a...

AI summary Emera is required to indemnify Nalcor and its affiliates against claims arising from the gross negligence or willful misconduct of any member of the Emera Group in connection with Emera's obligations under the agreement.