P-1-(i)Appendix A - Green Choice PPA
39 passages
of Credit Exhibit ["E"](#page-94-0) - Form of Guarantee Exhibit ["F"](#page-100-0) – Not Used Exhibit ["G"](#page-101-0) – Not Used Exhibit ["H"](#page-102-0) - Calculation of Adjusted Energy Rate Capitalized terms used herein but not othe...
AI summary The document includes exhibits related to credit, a form of guarantee, and a calculation of the adjusted energy rate. It references capitalized terms defined in the General Terms and Conditions and includes a signature page.
gency – means any national, international, federal, provincial, state, municipal, county, regional or local government, organization or duly constituted authority, having jurisdiction, and includes: - (i) any department, commission, bureau...
AI summary The text defines key terms and entities relevant to regulatory and legal processes in Nova Scotia, including government agencies, programs, and financial mechanisms. It outlines the scope of 'Agency,' 'Green Choice Program,' 'Group,' 'Guarantee,' 'HST,' 'IESO,' and 'IFRS,' among others, providing context for their roles and applications in regulatory and energy-related matters.
Laws and Regulations – means: - applicable federal, provincial or municipal laws, orders-in-council, by-laws, codes, rules, policies, regulations and statutes; - applicable orders, decisions, codes, judgments, injunctions, decrees, awards...
AI summary This section defines key terms related to laws, regulations, and local benefits in the context of a regulatory proceeding. It includes definitions such as 'Letter of Credit,' 'Local Benefits,' and 'Local Benefits Shortfall,' emphasizing compliance with applicable laws and credit requirements.
1.2 General Rules of Interpretation For the purposes of interpreting the Agreement: - (a) Words in the singular include the plural and vice versa. - (b) The use of the words " including " and " include " are not limiting. - (c) The words "...
AI summary This section outlines general rules for interpreting the Agreement, including definitions of singular and plural terms, non-limiting use of 'including', references to the entire Agreement, and the effect of monetary amounts in Canadian Dollars. It also covers fiscal year definitions, modifications, and the requirement for written consent.
2.7 Local Benefits Shortfall In the event that the Local Benefits expenditure as set out in the Local Benefits Report is less that the Local Benefits set out in the Proposal, then the Seller shall pay the difference between the Local Benef...
AI summary If the Local Benefits expenditure in the Local Benefits Report is less than the amount proposed, the Seller must pay the difference to NSPI within 20 business days after COD occurs.
s the difference between Annual Average Marginal Cost Rate for that Contract Year and the Energy Rate (if the Annual Average Marginal Cost Rate for that Contract Year is greater than the Energy Rate).
AI summary The text discusses the calculation of the difference between the Annual Average Marginal Cost Rate and the Energy Rate for a specific Contract Year, with the former being higher than the latter.
5.5 Premiums and Incentives The rates payable by NSPI for the purchase of Energy are set forth in this Agreement and, without limitation: - (a) the Seller shall not be entitled to any remuneration which NSPI receives from any of its custom...
AI summary The document outlines the terms regarding premiums and incentives for NSPI in the purchase of energy. NSPI retains all benefits from re-sale premiums, incentives, and Renewable Energy Credits, while the Seller is excluded from these benefits.
- (c) The Performance Security shall be in the form of either: - (i) a Letter of Credit or such other credit support from a Person which is in the form and/or issued by a Person that is acceptable to NSPI acting reasonably. In respect of a...
AI summary The Performance Security under the agreement can be provided through a Letter of Credit or a Guarantee from an Eligible Guarantor. The Seller must ensure timely renewal or replacement of these security measures, and NSPI must return the original Guarantee upon delivery of a replacement.
7.1 Representations and Warranties of Seller The Seller represents and warrants to NSPI as follows, and acknowledges that NSPI is relying on such representations and warranties in entering into the Agreement: - (a) The Seller is a ⚫ under...
AI summary This section outlines the representations and warranties made by the Seller to NSPI, including the Seller's legal authority, compliance with applicable laws, and the enforceability of the Agreement, subject to insolvency legislation and other legal limitations.
10.3 NSPI Events of Default Each of the following will constitute an event of default by NSPI (" NSPI Event of Default "): - (a) NSPI fails to make any payment when due, other than a payment which is subject to a bona fide dispute pursuant...
AI summary This section outlines the conditions that constitute an event of default by Nova Scotia Power Inc. (NSPI), including failure to make payments, insolvency, dissolution, breaches of representations or warranties, and violations of specific agreement provisions.
10.5 NSPI's Termination Payment(s) - (a) If NSPI terminates the Agreement pursuant to Section 10.2 or if the Seller elects to terminate this Agreement pursuant to Section [3.2(c),](#page-34-4) NSPI shall, in good faith and having regard to...
AI summary This section outlines the procedures for NSPI's Termination Payment in the event of termination under specific agreement sections. NSPI must determine its Termination Costs in good faith and provide the Early Termination Payment to the Seller, with procedures for dispute resolution and payment terms.
10.6 Saving Provision For certainty, the rights of the Parties under this Article 10 will be in addition to the rights of the Parties set forth in Sections [16.8(b)](#page-76-2) and 15.4, provided that no provision of this Agreement shall...
AI summary This section outlines the saving provision, ensuring that the rights of the parties under Article 10 are additional to those in Sections 16.8(b) and 15.4, while preventing double recovery under any provision of the agreement.
12.1 Project Lender Security The Seller, from time to time on or after the Effective Date shall have the right, at its cost, to enter into a Project Lender's Security Agreement. For greater certainty, if such Project Lender's Security Agre...
AI summary This section outlines the conditions under which a Project Lender's Security Agreement may be entered into by the Seller, including the right of the Seller to create such agreements and the terms under which they may be structured, such as pledges of shares or guarantees of payment.
12.2 Rights and Obligations of Project Lenders While any Project Lender's Security Agreement remains in effect, and provided that NSPI has received the notices referred to in Section [12.1(d),](#page-59-1) the following provisions shall ap...
AI summary This section outlines the rights and obligations of Project Lenders under the agreement with NSPI. It specifies conditions for termination, cure periods for defaults, and the rights of Project Lenders to enforce security agreements and manage or sell the Seller's Interest in the Project.
(i) Upon receipt of the written request of the Project Lender within 30 days after the date on which it received the aforementioned statement of all sums due, NSPI shall enter into such new agreement. - (ii) Such new agreement shall be eff...
AI summary This section outlines the conditions under which NSPI must enter into a new agreement with the Project Lender following a request within 30 days of receiving a statement of sums due. The new agreement's terms and conditions are dependent on the Project Lender fulfilling various obligations, including curing defaults and covering NSPI's associated costs.
14.2 Disputed Payments and Netting In respect of amounts owing by one Party to the other pursuant to this Agreement: - (a) Both Parties have the right to withhold that portion of payment in dispute until resolution is reached. - (b) If a d...
AI summary Section 14.2 outlines the procedures for handling disputed payments and netting between NSPI and the Seller. Both parties may withhold disputed payments until resolved, with interest applied at the Prime Rate. Netting is permitted only after disputes are resolved, and neither party may derogate from their right of set-off under the Agreement.
15.1 Indemnification - (a) Each Party (an " Indemnitor ") shall indemnify and hold harmless the other Party and the other members of its Group (each an " Indemnitee ") from and against all losses, damages and liabilities suffered by the In...
AI summary This section outlines the indemnification obligations under the agreement, specifying that each party must protect the other from losses, damages, and liabilities arising from wilful acts, negligence, or breaches of representations, warranties, or covenants. Special provisions apply to the Seller and NSPI regarding environmental contamination and energy-related liabilities.
15.3 Liquidated Damages The Parties acknowledge and agree that in circumstances where liquidated damages are payable by one Party to the other hereunder, the other Party will suffer financial damage in such circumstances and that such fina...
AI summary The Parties agree that liquidated damages are intended to reflect actual financial harm and must be based on reasonable calculations aligned with Good Utility Practice, ensuring they are not considered penal.
16.1 General (a) The Parties shall, at all times, comply with all Laws and Regulations in the performance or fulfilment of their obligations hereunder. - (b) The relationship between the Parties shall be that of independent contractors for...
AI summary This section outlines the general terms of the agreement between the parties, emphasizing compliance with laws and regulations, the independent contractor relationship, tax and liability responsibilities, and the requirement for each party to consult its own advisors and assume all risks associated with the agreement.
exercise of that right, at the time it was acquired, would require the consent of NSPI under this Section 16.2, and the exercise of any such right will require a further or subsequent consent of NSPI. - (h) NSPI shall have the right to ass...
AI summary This section outlines the conditions under which Nova Scotia Power Inc. (NSPI) may assign the Agreement to an assignee. The assignee must meet specific criteria, including having a similar business and credit rating to NSPI, and must assume all obligations under the Agreement. NSPI retains certain liabilities, particularly regarding payment defaults and obligations from events occurring before the assignment.
16.5 Interest If either Party fails to make payments as they become due under the Agreement or pursuant to an arbitral award, interest on such unpaid amounts shall also become due and payable, until paid, at a rate equal to the Prime Rate.
AI summary The text outlines that if either party fails to make payments as they become due under the Agreement or an arbitral award, interest on the unpaid amounts will accrue at the Prime Rate until the amounts are paid.
16.8 Survival and Enurement - (a) Except as otherwise expressly provided in this Agreement, this Agreement shall not confer upon any other Person any rights, interests, obligations or remedies under the Agreement except the Parties and, su...
AI summary This section outlines the survival and enurement of the agreement, ensuring that certain provisions remain in effect even after the agreement's expiration or termination. It emphasizes the continuation of rights, obligations, and protections, including indemnification, confidentiality, and enforcement of rights.
pplicable Tariffs, and (ii) a proposed revised Energy Rate (the "Proposed Revised Energy Rate") that the Seller requires solely in order to address the impact of such Post-Proposal Applicable Tariffs. - d) Upon NSPI's receipt of a Seller T...
AI summary The text outlines the process for adjusting energy rates in response to post-proposal applicable tariffs. NSPI must respond to a Seller Tariff Adjustment Notice within 20 business days, potentially amending the Energy Rate if it accepts the proposed revision. Disputes are resolved through binding arbitration, and the agreement automatically updates if the revised rate is accepted.
16.10 Adjustment for the Reduction of Tariffs a) If after the Effective Date any customs duty, Tariff or similar charge applicable to the Capital Cost, is repealed, reduced or eliminated ( "Tariff Reduction Event" ), NSPI may, at any time...
AI summary Section 16.10 outlines the process for adjusting the Energy Rate in response to a Tariff Reduction Event. NSPI may notify the Seller of such an event, and the Seller must respond with an assessment of the impact on Capital Cost and a revised Energy Rate. Disputes are resolved through binding arbitration or by an Independent Expert, and any agreed-upon revised Energy Rate is automatically amended into the agreement.
FORM OF PROJECT LENDER AGREEMENT THIS AGREEMENT made as of this ⚫ day of ⚫, 20⚫, BETWEEN: [ ⚫ ] , [ insert legal form of the Seller and jurisdiction of organization ] (the " Seller "), - and - [ ⚫ ] , in its capacity as [ {Project Lender u...
AI summary This document outlines the form of a Project Lender Agreement between the Seller, the Security Agent, and Nova Scotia Power Incorporated (NSPI). It establishes the legal framework for the agreement, including the roles of the parties involved and the jurisdiction of the Seller.
7. Amendments This agreement may be amended or modified only by an instrument in writing signed by NSPI, the Seller and the Security Agent. No waiver of any provision of this agreement or any consent or approval to any departure therefrom...
AI summary The agreement can only be amended or modified through a written instrument signed by NSPI, the Seller, and the Security Agent. Any waiver or consent must also be in writing and signed by all relevant parties.
13. Governing Law This agreement will be governed by and interpreted in accordance with the laws of the Province of Nova Scotia and the federal laws of Canada applicable in the Province of Nova Scotia.
AI summary The agreement is governed by the laws of the Province of Nova Scotia and applicable federal laws of Canada within the province.
14. Further Assurances NSPI agrees that it will, upon request of the Security Agent, without further consideration, promptly execute and deliver or cause to be executed and delivered to the Security Agent such consents or other instruments...
AI summary NSPI agrees to provide additional consents and instruments upon request by the Security Agent to implement provisions of the agreement, without further consideration.
IN WITNESS OF WHICH , the parties have duly executed this agreement as of the date first written above. [SELLER] [SECURITY AGENT] By: By: Name: ⚫ Name: ⚫ Title: ⚫ Title: ⚫ By: By: Name: ⚫ Name: ⚫ Title: ⚫ Title: ⚫ NOVA SCOTIA POWER INCORPO...
AI summary The text presents a signed agreement with placeholders for signatories and includes a schedule listing security agreements and registration details, indicating a formal legal or financial transaction involving Nova Scotia Power Incorporated.
1. Guarantee Subject to the terms and conditions hereof, the Guarantor absolutely, irrevocably and unconditionally guarantees to NSPI the full and timely payment when due of all payment or indemnity obligations of the Seller under the Agre...
AI summary The Guarantor provides an unconditional guarantee to NSPI for the full and timely payment of the Seller's obligations under the Agreement, with the maximum liability capped at a specified amount in Canadian dollars. The guarantee remains in effect throughout the Agreement's term and until all obligations are fulfilled.
2. Demand and Enforcement - To the extent that Seller fails to pay any Guaranteed Obligation when due, the Guarantor shall pay to NSPI the amount due within 5 Business Days after demand for payment has been received by the Guarantor from N...
AI summary This section outlines the obligations of the Guarantor in the event that the Seller fails to pay Guaranteed Obligations. The Guarantor must pay NSPI within 5 Business Days upon written demand, and remains liable even if payments are rescinded or returned. NSPI may pursue multiple demands and enforce the Guarantee independently of any actions against the Seller.
9. No Waiver by NSPI No failure on the part of NSPI to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by NSPI of any right, remedy or p...
AI summary This section clarifies that Nova Scotia Power Inc. (NSPI) cannot be deemed to have waived any rights, remedies, or powers due to inaction or partial exercise. Waivers must be explicit and in writing, and apply only to the specific circumstances outlined.
10. Notices Every communication provided for herein shall be in writing and delivered to, sent by recognized overnight delivery service or mailed by postage prepaid, or faxed, or e-mailed to, the party to whom it is intended to be given at...
AI summary The section outlines the procedures for providing notices in the proceeding, specifying delivery methods, addresses, and presumed receipt dates based on the mode of communication. It details how notices are deemed received depending on whether they are delivered in person, by overnight delivery, mail, fax, or email.
13. Entire Agreement This Guarantee constitutes the entire agreement between the parties pertaining to the subject matter of this Guarantee. There are no warranties, conditions, representations or agreements in connection with such subject...
AI summary The section outlines that the Guarantee is the complete agreement between the parties regarding its subject matter, with no additional warranties, conditions, or agreements except those explicitly stated in the document.
15. Binding and Assignment - This Guarantee and all of the provisions hereof shall be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns. This Guarantee is not intended to confer upon...
AI summary This section outlines the binding nature of the guarantee and its enforceability by the parties and their successors and permitted assigns. It also specifies that neither party can assign the guarantee except under specific conditions outlined in the agreement.
16. Facsimile and Counterparts The Guarantee may be executed by the parties in counterparts, each of which, when so executed and delivered to the other, shall be deemed an original and when taken together shall be deemed one and the same i...
AI summary This section outlines the execution and delivery of the Guarantee, allowing it to be executed in counterparts and specifying that facsimile or electronic transmission of a signed original is equivalent to the delivery of an original.
CALCULATION OF ADJUSTED ENERGY RATE As of the Commercial Operation Date, the Energy Rate as specified in item [4](#page-3-6) of the Commercial Terms shall be indexed and adjusted as follows:
AI summary The document outlines the method for adjusting the Energy Rate as of the Commercial Operation Date, referencing item [4] of the Commercial Terms for indexing and adjustment procedures.
After COD: In February for each year "y" in the Term the Energy Rate will be indexed as follows ER_y = (ER_{COD} \times (CPI_{Y-1} / CPI_{COD})) \times 0.2 + ER_{COD} \times 0.8
AI summary The Energy Rate is indexed annually based on the Consumer Price Index (CPI) with a 20% weight on the previous year's CPI and an 80% weight on the rate at the time of COD.
where: - 1. "ER" is the indexed and adjusted Energy Rate; - 2. "ERED" is the initial Energy Rate as specified in item [4](#page-3-6) of the Commercial Terms; - 3. ERCOD is the escalated Energy Rate at COD. - 4. "CPIy-1" is the CPI for the...
AI summary The document defines various terms related to energy rates and their adjustments, including the indexed and adjusted Energy Rate (ER), the initial Energy Rate (ERED), and the escalated Energy Rate at Completion of Development (ERCOD). It also references the Consumer Price Index (CPI) for different periods and establishes a rule that the indexed and adjusted Energy Rate must never fall below the initial Energy Rate after the Effective Date.
P-1-(ii)Appendix B - Green Choice PPA Blackline to PPA in M11455
34 passages
Laws and Regulations – means: - applicable federal, provincial or municipal laws, orders-in-council, by-laws, codes, rules, policies, regulations and statutes; - applicable orders, decisions, codes, judgments, injunctions, decrees, awards...
AI summary The text defines 'Laws and Regulations' broadly, encompassing various legal instruments and requirements. It also defines 'Letter of Credit' as a financial instrument issued by a financial institution with specific credit rating requirements and locations.
– means the Nova Scotia Department of Natural Resources and Renewables. NSPI – means Nova Scotia Power Incorporated. NSPI Event of Default – shall have the meaning set forth in Section 10.3. NSPI Group – means any of NSPI and its Affiliate...
AI summary The text defines key terms and concepts related to Nova Scotia Power Incorporated (NSPI), including definitions such as 'NSPI Event of Default,' 'NSPI Termination Costs,' and 'Partial Termination Payment,' with emphasis on financial and contractual obligations.
s the difference between Annual Average Marginal Cost Rate for that Contract Year and the Energy Rate (if the Annual Average Marginal Cost Rate for that Contract Year is greater than the Energy Rate).
AI summary The text discusses the calculation of the difference between the Annual Average Marginal Cost Rate and the Energy Rate for a specific contract year, with the former being greater than the latter.
curity; and - (iv) If required by Section 2.7(b)(ii), the Seller shall deliver to NSPI, no later than one year prior to the Scheduled Commercial Operation Date, the Equipment Certification Security. - (b) Within 20 Business Days of a reque...
AI summary This section outlines the conditions under which NSPI must return Performance Security to the Seller, including requirements for the return of Pre-COD Amount, Transmission Credits Security, and Equipment Certification Security, as well as the form and timing of the Performance Security.
7.1 Representations and Warranties of Seller The Seller represents and warrants to NSPI as follows, and acknowledges that NSPI is relying on such representations and warranties in entering into the Agreement: - (a) The Seller is a under th...
AI summary The Seller makes several legal and operational representations and warranties to NSPI, including its qualification to operate in Nova Scotia, its authority to enter into the Agreement, and its compliance with applicable laws and contracts.
10.2 Remedies of NSPI - (a) If a Seller Event of Default occurs, other than a Seller Event of Default under Sections [10.1(c),](#page-60-4) [10.1(d),](#page-60-5) or [10.1(l),](#page-61-1) and has not been remedied or cured within the time...
AI summary This section outlines the remedies available to Nova Scotia Power Inc. (NSPI) in the event of a Seller Event of Default, including termination rights, recovery of outstanding amounts, and suspension of obligations. Different procedures apply depending on the type of default and the time allowed for remediation.
10.3 NSPI Events of Default Each of the following will constitute an event of default by NSPI (" NSPI Event of Default "): - (a) NSPI fails to make any payment when due, other than a payment which is subject to a bona fide dispute pursuant...
AI summary This section outlines the events that would constitute an event of default by Nova Scotia Power Inc. (NSPI), including failure to make payments, insolvency, dissolution, breaches of representations or warranties, and violations of specific agreement provisions.
t or circumstance in which the Seller has exercised its rights under this Article [10,](#page-59-2) then the Energy Bid shall be reduced to such average for the purpose of determining Contract Energy. - (f) If, within 15 Business Days of p...
AI summary This section outlines the remedies available to the Seller upon termination of the Agreement, including the reduction of the Energy Bid to an average value, procedures for resolving disputes over Termination Costs and Claimable Amounts, and the obligation of NSPI to pay such amounts with interest from the Early Termination Date.
10.5 NSPI's Termination Payment(s) - (a) If NSPI terminates the Agreement pursuant to Section [10.2](#page-61-0) or if the Seller elects to terminate this Agreement pursuant to Section [3.2(c),](#page-41-0) NSPI shall, in good faith and ha...
AI summary This section outlines the process for determining and paying early termination payments by NSPI if the agreement is terminated under specified conditions. NSPI must calculate the termination costs in good faith and provide the seller with the payment amount and supporting documentation. The seller may dispute the payment within 15 business days, and the dispute may be resolved through the procedures outlined in Article 14.
10.6 Saving Provision For certainty, the rights of the Parties under this Article [10](#page-59-2) will be in addition to the rights of the Parties set forth in Sections [16.8(b)](#page-86-2) and [15.4,](#page-79-1) provided that no provis...
AI summary This section outlines the saving provision, ensuring that the rights of the parties under Article 10 are in addition to those in Sections 16.8(b) and 15.4, with a clarification that no provision allows for double recovery.
12.1 Project Lender Security The Seller, from time to time on or after the Effective Date shall have the right, at its cost, to enter into a Project Lender's Security Agreement. For greater certainty, if such Project Lender's Security Agre...
AI summary The document outlines the conditions under which the Seller may enter into a Project Lender's Security Agreement, including the right of the trustee to exercise rights and remedies on behalf of lenders, and permissible terms such as pledges of shares or guarantees of payment.
12.2 Rights and Obligations of Project Lenders While any Project Lender's Security Agreement remains in effect, and provided that NSPI has received the notices referred to in Section [12.1(d),](#page-68-2) the following provisions shall ap...
AI summary This section outlines the rights and obligations of Project Lenders under the Security Agreement, specifying conditions under which NSPI may terminate the Agreement following a Seller Event of Default, including notice and cure period requirements.
contemplated therein. - (b) In the event NSPI has given any notice required to be given under Section [10.1,](#page-59-3) the Project Lender shall, within the applicable cure period (including any extensions), if any, have the right (but n...
AI summary This section outlines the rights and obligations of the Project Lender in the event of default, including the right to cure defaults, the acceptance of performance by the Project Lender, and the transfer of rights and liabilities under the agreement.
yment. - (g) If this Agreement is terminated prior to the end of the Term due to a Seller Event of Default, then NSPI shall, within 20 Business Days after the date of such termination, deliver to each Project Lender that is at Arm's Length...
AI summary The text outlines the obligations of NSPI if the Agreement is terminated due to a Seller Event of Default. NSPI must provide Project Lenders with a statement of outstanding sums and offer to enter into a new agreement on equivalent terms.
14.2 Disputed Payments and Netting In respect of amounts owing by one Party to the other pursuant to this Agreement: - (a) Both Parties have the right to withhold that portion of payment in dispute until resolution is reached. - (b) If a d...
AI summary This section outlines the procedures for handling disputed payments and netting between NSPI and the Seller. Both parties may withhold payments until disputes are resolved, and interest is applied at the Prime Rate from the due date until payment is made. Netting is allowed only after disputes are resolved, and neither party's right of set off is affected.
15.1 Indemnification - (a) Each Party (an " Indemnitor ") shall indemnify and hold harmless the other Party and the other members of its Group (each an " Indemnitee ") from and against all losses, damages and liabilities suffered by the In...
AI summary This section outlines the indemnification obligations under the agreement, where each party (Indemnitor) must compensate the other party (Indemnitee) for losses, damages, and liabilities arising from wilful acts, negligence, or breaches of representations, warranties, or covenants. Specific provisions apply to emissions and environmental contamination at the facility and energy delivery responsibilities.
15.3 Liquidated Damages The Parties acknowledge and agree that in circumstances where liquidated damages are payable by one Party to the other hereunder, the other Party will suffer financial damage in such circumstances and that such fina...
AI summary The Parties agree that liquidated damages are intended to reflect actual financial harm and must be reasonable and based on Good Utility Practice when calculated.
15.5 Joint and Several Liability If the Seller is not a single entity then all entities comprising the Seller shall be jointly and severally liable to NSPI for all representations, warranties, indemnities, obligations and liabilities of th...
AI summary Section 15.5 outlines the principle of joint and several liability, stating that if the Seller is not a single entity, all entities comprising the Seller are collectively and individually responsible to NSPI for all obligations and liabilities under the Agreement.
defaults under Section [10.3(a)](#page-62-2) and shall remain liable for any obligations and liabilities of the assignee arising from any NSPI Event of Default occurring prior the assignment by NSPI. - (i) For the purpose of this Section [...
AI summary This section outlines the conditions for assignment under the agreement, including the liability of the assignor for obligations arising from events of default prior to assignment. It also specifies that the requesting party must reimburse the other party for costs incurred during the review and documentation process related to the assignment.
16.5 Interest If either Party fails to make payments as they become due under the Agreement or pursuant to an arbitral award, interest on such unpaid amounts shall also become due and payable, until paid, at a rate equal to the Prime Rate.
AI summary The document states that if either party fails to make payments under the Agreement or an arbitral award, interest on the unpaid amounts will be due at the Prime Rate until the amounts are paid.
the Independent Expert in accordance with this Section 16.9(g)(i) shall be final and binding on the Parties. - (ii) The Independent Expert shall be retained solely to determine a revised Energy Rate. - (iii) The following process shall gov...
AI summary The process for adjusting the Energy Rate through an Independent Expert is outlined, including submission timelines, response periods, and cost allocation based on the outcome of the determination.
16.10 Adjustment for the Reduction of Tariffs a) If after the Effective Date any customs duty, Tariff or similar charge applicable to the Capital Cost, is repealed, reduced or eliminated ( "Tariff Reduction Event" ), NSPI may, at any time...
AI summary This section outlines the process for adjusting the Energy Rate in response to a Tariff Reduction Event. NSPI may request the Seller to assess the impact on Capital Cost and propose a revised Energy Rate. If there is a dispute, binding arbitration or an Independent Expert's determination may be used. The revised Energy Rate is then indexed and adjusted accordingly.
7. Amendments This agreement may be amended or modified only by an instrument in writing signed by NSPI, the Seller and the Security Agent. No waiver of any provision of this agreement or any consent or approval to any departure therefrom...
AI summary The agreement can only be amended or modified through a written instrument signed by NSPI, the Seller, and the Security Agent. Any waiver or consent to depart from the agreement must also be in writing and signed by all relevant parties.
2. Demand and Enforcement - To the extent that Seller fails to pay any Guaranteed Obligation when due, the Guarantor shall pay to NSPI the amount due within 5 Business Days after demand for payment has been received by the Guarantor from N...
AI summary The document outlines the obligations of the Guarantor in the event that the Seller fails to meet Guaranteed Obligations. The Guarantor must pay NSPI within 5 Business Days of written demand and remains liable even if payments are rescinded due to insolvency or bankruptcy. NSPI may pursue the Guarantor independently of any actions against the Seller, and interest accrues at the Prime Rate if payments are not made.
9. No Waiver by NSPI No failure on the part of NSPI to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by NSPI of any right, remedy or p...
AI summary This section of the document states that Nova Scotia Power Incorporated (NSPI) cannot be considered to have waived any rights, remedies, or powers due to inaction or delay. Any exercise of rights is cumulative and not exclusive, and waivers must be explicitly written and signed by NSPI.
10. Notices Every communication provided for herein shall be in writing and delivered to, sent by recognized overnight delivery service or mailed by postage prepaid, or faxed, or e-mailed to, the party to whom it is intended to be given at...
AI summary This section outlines the procedures for delivering communications in the proceeding, including delivery methods, addresses for NSPI and the Guarantor, and the presumed receipt dates for different types of communication.
15. Binding and Assignment - This Guarantee and all of the provisions hereof shall be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns. This Guarantee is not intended to confer upon...
AI summary This section outlines the binding nature of the Guarantee and its enforceability by the parties and their successors and permitted assigns. It also specifies that neither party may assign the Guarantee except under certain conditions outlined in the Agreement.
FORM OF REIMBURSEMENT AGREEMENT THIS AGREEMENT made as of this ⚫ day of ⚫, 202⚫, BETWEEN: [ ⚫ ] , [ insert legal form of the Seller and jurisdiction of organization ] (the " Seller "), - and - NOVA SCOTIA POWER INCORPORATED , a corporation...
AI summary This document outlines a reimbursement agreement between an unnamed seller and Nova Scotia Power Incorporated (NSPI), dated as of a specific day in 202⚫. The agreement is structured as a legal contract between the Seller and NSPI, with the Seller's legal form and jurisdiction to be inserted.
1. Defined Terms Unless otherwise provided in this agreement or the context otherwise requires, all capitalized terms which are not defined in this agreement have the respective meanings given to them in the PPA.
AI summary This section defines terms used in the agreement, referencing the PPA for the meanings of capitalized terms not otherwise defined in the agreement.
9. Further Assurances Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require fr...
AI summary This section outlines the obligations of the parties to take any necessary actions, execute documents, or deliver items required by the other party to fully implement the agreement, at the expense of the requesting party.
CALCULATION OF ADJUSTED ENERGY RATE DuringAs of the Adjustment PeriodCommercial Operation Date, the Energy Rate as specified in item [4](#page-3-6) of the Commercial Terms shall be indexed and adjusted as follows: ER = (ERCD At COD: ERCOD...
AI summary The document outlines the calculation of the adjusted energy rate during the Adjustment Period, referencing the Commercial Operation Date and the formula for adjusting the Energy Rate based on the Consumer Price Index (CPI).
After COD: In February for each year "y" in the Term the Energy Rate will be indexed as follows ERy = (ERCOD x (CPIY / CPIED)),-1 / CPICOD)) x 0.2 + ERCOD x 0.8
AI summary The Energy Rate (ERy) is indexed annually based on a formula involving the Consumer Price Index (CPI) at various points in time, with 80% of the rate tied to the CPI at the end of the term and 20% tied to the CPI at the start of the term.
where: - 1. "ER" is the indexed and adjusted Energy Rate; - 2. "ERCDERED" is the initial Energy Rate as specified in item [4](#page-3-6) of the Commercial Terms; - 3. ERCOD is the escalated Energy Rate at COD. - 3.4."CPIy-1" is the CPI for...
AI summary The document defines key terms related to energy rates and the Consumer Price Index (CPI) used in adjustments. It outlines how energy rates are indexed and escalated, referencing specific terms such as 'ERCDERED' and 'ERCOD' and the CPI for specific months and years.
The " Adjustment Period " means: - the period commencing on the earlier of (a) the Effective Date and (b) December 6, 2024; and - ending on the earlier of (a) December 31, 2027, and (b) Commercial Operation Date. The indexed and adjusted E...
AI summary The Adjustment Period is defined as starting on the earlier of the Effective Date or December 6, 2024, and ending on the earlier of December 31, 2027, or the Commercial Operation Date. The indexed and adjusted Energy Rate applies annually during this period, and NSPI is required to calculate and provide this rate to the Seller for review before the period ends.
P-1-(iii)Appendix C - DRAFT #1 Green Choice PPA 2026 - CLEAN
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tract Year, as calculated by NSPI in accordance with Good Utility Practice and consistent with the development of annual average marginal cost calculations conducted by NSPI for reporting to the Board Arm's Length – has the meaning specifi...
AI summary The text defines key terms used in the regulatory proceeding, including 'Arm's Length,' 'Board,' 'Business Day,' 'Certification,' 'Change in Law,' 'CIB,' 'Claimant,' and 'Commencement Date,' with references to relevant legislation and standards.
– means the Nova Scotia Department of Natural Resources. NSPI – means Nova Scotia Power Incorporated. NSPI Event of Default – shall have the meaning set forth in Section 10.3. NSPI Group – means any of NSPI and its Affiliates and the respe...
AI summary The text defines key terms and concepts related to Nova Scotia Power Incorporated (NSPI), including its event of default, termination costs, and energy bids. It also references the Open Access Transmission Tariff approved by the Board and other contractual terms.
1.2 General Rules of Interpretation For the purposes of interpreting the Agreement: - (a) Words in the singular include the plural and vice versa. - (b) The use of the words " including " and " include " are not limiting. - (c) The words "...
AI summary This section outlines general rules for interpreting the Agreement, including definitions, use of terms, and references to legislation. It clarifies that monetary amounts are in Canadian Dollars and that the Fiscal Year may be modified with notice. It also emphasizes the importance of written consent and the essence of time in the Agreement.
1.3 Severability If any provision of the Agreement is declared or held to be illegal, invalid or unenforceable, such provision shall be considered stricken and the remainder of the Agreement shall remain in full force and effect. The Parti...
AI summary This section outlines the severability clause of the Agreement, stating that if any provision is deemed illegal, invalid, or unenforceable, it will be removed, and the remaining provisions will remain in effect. The parties are required to negotiate in good faith to replace the stricken provision with a legal alternative.
1.7 Governing Law The laws of the Province of Nova Scotia and the federal laws of Canada applicable therein (without regard to any conflict of law principles which would apply the laws of another jurisdiction) shall govern all matters aris...
AI summary This section outlines the governing law for the agreement, specifying that the laws of Nova Scotia and applicable federal laws will govern all matters related to the agreement. The parties agree to submit to the non-exclusive jurisdiction of the Nova Scotia courts in Halifax.
3.3 Reporting of Seller and Forecasting Facility Output (a) NSPI shall cause a third-party vendor to provide meteorological forecasting services for the Facility. As of the Effective Date, NSPI will cause the third-party vendor that provid...
AI summary NSPI is required to use a third-party vendor for meteorological forecasting services for the Facility, with the monthly service fee adjusted annually for inflation. The fee, plus an administrative fee, will be credited to NSPI's account and paid to the Seller.
e construed as: (A) relieving the Seller of its other obligations under the Agreement or (B) affecting any other rights and remedies of NSPI in respect of any breach by the Seller of such obligations. - (h) With respect to Sections [4.1(c)...
AI summary The text outlines the interpretation of clauses related to the Seller's obligations under the Agreement, emphasizing that the sale and delivery of energy do not relieve the Seller of other obligations or affect NSPI's rights and remedies in case of breaches. It also specifies how deficiencies in Net Output will be measured and calculated.
5.1 Energy Payment - (a) Subject to, and in accordance with, the terms and conditions of the Agreement: - (i) for Net Output during the Interim Period or Extension Period, NSPI shall pay the Seller the lower of: - (A) 75% of the Incrementa...
AI summary The text outlines the payment structure for Net Output and Excess Energy under the Agreement, specifying different percentages of the Energy Rate and Incremental Energy Rate based on the period and circumstances, such as breaches by the Seller.
5.5 Premiums and Incentives The rates payable by NSPI for the purchase of Energy are set forth in this Agreement and, without limitation: - (a) the Seller shall not be entitled to any remuneration which NSPI receives from any of its custom...
AI summary The document outlines the terms related to premiums and incentives for NSPI in the purchase of energy. NSPI is entitled to all benefits from re-selling energy, including premiums and incentives, and Renewable Energy Credits, while the Seller is excluded from these benefits.
6.1 Performance Security - (a) The Seller shall maintain Performance Security throughout the Term as follows: - (i) Within 10 Business Days of the Effective Date, the Seller shall provide NSPI Performance Security in the amount of the Pre-...
AI summary The Seller is required to maintain Performance Security throughout the Term, including providing specific types of security such as Pre-COD Amount, Post COD Amount, Transmission Credits Security, and Equipment Certification Security under defined conditions and timelines.
10.2 Remedies of NSPI - (a) If a Seller Event of Default occurs, other than a Seller Event of Default under Sections [10.1(c),](#page-54-6) [10.1(d),](#page-54-7) or [10.1(l),](#page-55-2) and has not been remedied or cured within the time...
AI summary This section outlines the remedies available to Nova Scotia Power Inc. (NSPI) in the event of a Seller Event of Default. NSPI may terminate the Agreement, suspend obligations, and claim liquidated damages or enforce Performance Security depending on the nature and timing of the default.
10.3 NSPI Events of Default Each of the following will constitute an event of default by NSPI (" NSPI Event of Default "): - (a) NSPI fails to make any payment when due, other than a payment which is subject to a bona fide dispute pursuant...
AI summary This section outlines the conditions that would constitute an event of default by Nova Scotia Power Inc. (NSPI), including failure to make payments, insolvency, dissolution, breaches of representations or warranties, and violations of specific agreement provisions.
ts payable by NSPI to the Seller and suspend the performance of its obligations under the Agreement including any obligation which is not otherwise suspended pursuant to Section [10.4(b).](#page-57-1) - (d) The Seller shall be entitled to...
AI summary This section outlines the remedies available to the Seller in the event of early termination of the Agreement. It details the Seller's right to payment up to the Early Termination Date and outlines the calculation of the Seller Claimable Amount based on the Facility's Expected Output or Net Output over a three-year period.
10.5 NSPI's Termination Payment(s) - (a) If NSPI terminates the Agreement pursuant to Section 10.2 or if the Seller elects to terminate this Agreement pursuant to Section [3.2(c),](#page-36-0) NSPI shall, in good faith and having regard to...
AI summary Section 10.5 outlines the process for NSPI's Termination Payments, including the calculation of Early Termination Payments, the dispute resolution process, and the Seller's rights to dispute the reasonableness of inputs to the calculation.
10.6 Saving Provision For certainty, the rights of the Parties under this Article 10 will be in addition to the rights of the Parties set forth in Sections [16.8(b)](#page-80-2) and 15.4, provided that no provision of this Agreement shall...
AI summary This section outlines the saving provision, ensuring that the rights of the parties under Article 10 are additional to those in Sections 16.8(b) and 15.4, without allowing for double recovery under any provision of the Agreement.
's Security Agreement may include pledges of shares or partnership interests in the capital of the Seller, guarantees of payment of the Seller's indebtedness, or directions to pay, as the case may be. - (c) NSPI shall have no liability wha...
AI summary This section outlines the terms of the Project Lender's Security Agreement, including the types of security that may be provided and the limitations on NSPI's liability. It also specifies conditions under which NSPI may enforce its rights and remedies.
yment. - (g) If this Agreement is terminated prior to the end of the Term due to a Seller Event of Default, then NSPI shall, within 20 Business Days after the date of such termination, deliver to each Project Lender that is at Arm's Length...
AI summary This section outlines the obligations of NSPI if the agreement is terminated due to a Seller Event of Default. NSPI must provide a statement of sums due and notify Project Lenders of its willingness to enter into a new agreement under similar terms for the Remaining Term.
14.2 Disputed Payments and Netting In respect of amounts owing by one Party to the other pursuant to this Agreement: - (a) Both Parties have the right to withhold that portion of payment in dispute until resolution is reached. - (b) If a d...
AI summary This section outlines the procedures for handling disputed payments and netting between the Parties. It allows for withholding payments until disputes are resolved, specifies interest rates for delayed payments, and permits netting of amounts owed, provided disputes are resolved first.
15.1 Indemnification - (a) Each Party (an " Indemnitor ") shall indemnify and hold harmless the other Party and the other members of its Group (each an " Indemnitee ") from and against all losses, damages and liabilities suffered by the In...
AI summary This section outlines the indemnification obligations under the agreement, specifying that each party must protect the other from losses, damages, and liabilities arising from wilful acts, negligence, or breaches of representations, warranties, or covenants. It also covers environmental contamination and energy-related liabilities before and after delivery to the Delivery Point.
15.2 Consequential Loss Neither Party shall be liable to the other Party under any theory of liability for any incidental, exemplary, punitive, consequential or indirect damages, of any nature whatsoever, arising out of or in connection wi...
AI summary This section outlines the limitation of liability for consequential losses under the agreement, excluding specific claims such as liquidated damages, payment for Net Output, and termination costs. It ensures that neither party is liable for indirect damages such as loss of use, revenue, profit, or goodwill.
15.3 Liquidated Damages The Parties acknowledge and agree that in circumstances where liquidated damages are payable by one Party to the other hereunder, the other Party will suffer financial damage in such circumstances and that such fina...
AI summary The Parties agree that liquidated damages are intended to reflect actual financial harm and must be calculated using reasonable methods based on Good Utility Practice, ensuring they are not considered penal.
15.4 Remedies Unless otherwise expressly provided, any duties and obligations imposed by this Agreement and any rights and remedies available under this Agreement shall be in addition to and not a limitation of any other duties, obligation...
AI summary This section outlines the remedies available under the agreement, emphasizing that duties, obligations, rights, and remedies are cumulative and not limited by termination or other provisions. It ensures that parties retain full recourse to legal and equitable remedies even after termination.
16.1 General (a) The Parties shall, at all times, comply with all Laws and Regulations in the performance or fulfilment of their obligations hereunder. - (b) The relationship between the Parties shall be that of independent contractors for...
AI summary Section 16.1 outlines the general terms of the agreement between the Parties, emphasizing compliance with laws and regulations, the independent contractor relationship, tax and cost responsibilities, and the execution and delivery of the agreement. It also includes representations by each Party regarding their actions and understanding of the risks involved.
exercise of that right, at the time it was acquired, would require the consent of NSPI under this Section 16.2, and the exercise of any such right will require a further or subsequent consent of NSPI. - (h) NSPI shall have the right to ass...
AI summary This section outlines NSPI's right to assign the Agreement to an assignee under specific conditions, including the assignee's business similarity, credit rating, and assumption of obligations. NSPI remains liable for certain obligations, particularly those related to payment defaults and events of default occurring prior to the assignment.
16.5 Interest If either Party fails to make payments as they become due under the Agreement or pursuant to an arbitral award, interest on such unpaid amounts shall also become due and payable, until paid, at a rate equal to the Prime Rate.
AI summary The text outlines the interest provisions in the agreement, stating that if either party fails to make payments as they become due, interest on the unpaid amounts will accrue at the Prime Rate until the amounts are paid.
7. Amendments This agreement may be amended or modified only by an instrument in writing signed by NSPI, the Seller and the Security Agent. No waiver of any provision of this agreement or any consent or approval to any departure therefrom...
AI summary The agreement can only be amended or modified through a written instrument signed by NSPI, the Seller, and the Security Agent. Any waiver or consent to a departure from the agreement must also be in writing and signed by all relevant parties.
IN WITNESS OF WHICH , the parties have duly executed this agreement as of the date first written above. [SELLER] [SECURITY AGENT] By: By: Name: ⚫ Name: ⚫ Title: ⚫ Title: ⚫ By: By: Name: ⚫ Name: ⚫ Title: ⚫ Title: ⚫ NOVA SCOTIA POWER INCORPO...
AI summary This document contains the execution of an agreement between parties, with Nova Scotia Power Incorporated as one of the signatories. It also includes a schedule listing security agreements and registration details, though specific terms and conditions are not detailed in the provided text.
2. Demand and Enforcement - To the extent that Seller fails to pay any Guaranteed Obligation when due, the Guarantor shall pay to NSPI the amount due within 5 Business Days after demand for payment has been received by the Guarantor from N...
AI summary This section outlines the obligations of the Guarantor in the event that the Seller fails to pay Guaranteed Obligations. The Guarantor must pay NSPI within 5 Business Days of written demand and remains liable even if payments are rescinded or returned. NSPI may pursue separate actions against the Guarantor regardless of actions taken against the Seller.
4. Indemnity As a separate and distinct obligation, the Guarantor hereby indemnifies and saves NSPI harmless from and against any and all damages, losses, costs and expenses of any nature whatsoever resulting from or in consequence of any...
AI summary The Guarantor is required to indemnify NSPI against any damages, losses, costs, and expenses arising from the Seller's default or non-payment under the Agreement, with the maximum recoverable amount capped at the Maximum Guarantee Amount.
9. No Waiver by NSPI No failure on the part of NSPI to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by NSPI of any right, remedy or p...
AI summary This section clarifies that Nova Scotia Power Inc. (NSPI) cannot waive any rights, remedies, or powers through inaction or partial exercise. Any waiver must be explicit and in writing, and it applies only to the specific circumstances outlined.
12. Severability Each of the provisions contained in this Guarantee is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect t...
AI summary The severability clause in the Guarantee states that each provision is distinct and separable. If any provision is declared invalid or unenforceable by a court, it will not affect the validity or enforceability of the other provisions.
13. Entire Agreement This Guarantee constitutes the entire agreement between the parties pertaining to the subject matter of this Guarantee. There are no warranties, conditions, representations or agreements in connection with such subject...
AI summary This section states that the Guarantee is the complete agreement between the parties regarding its subject matter, and no other warranties, conditions, or agreements are in effect except those explicitly mentioned in the Guarantee.
15. Binding and Assignment - This Guarantee and all of the provisions hereof shall be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns. This Guarantee is not intended to confer upon...
AI summary This section outlines the binding nature of the Guarantee and its enforceability by the parties and their successors. It also specifies the conditions under which the Guarantee can be assigned, limiting such assignments to those permitted by specific sections of the Agreement.
16. Facsimile and Counterparts The Guarantee may be executed by the parties in counterparts, each of which, when so executed and delivered to the other, shall be deemed an original and when taken together shall be deemed one and the same i...
AI summary This section outlines the rules for executing and delivering the Guarantee in counterparts and through facsimile or electronic transmission, ensuring that each counterpart is treated as an original and collectively as one instrument.
9. Further Assurances Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require fr...
AI summary This section outlines the obligations of the parties involved to take further actions and deliver necessary documents to ensure the full implementation of the agreement, at the expense of the requesting party.
CALCULATION OF ADJUSTED ENERGY RATE During the Adjustment Period, the Energy Rate as specified in item [4](#page-3-8) of the Commercial Terms shall be indexed and adjusted as follows: At COD: ERCOD = (ERED x (CPICOD / CPIED)) After COD: In...
AI summary The document outlines the calculation of the adjusted energy rate during the Adjustment Period, specifying indexing and adjustment formulas based on the Consumer Price Index (CPI) at COD and in subsequent years.