Assignment Early Termination. (a) The Assignment Period shall terminate early upon the occurrence of any of the following: (1) delivery of a written Notice of termination by either Anaheim or SCPPA to each of the other Parties hereto; (2) delivery of a written Notice of termination by PPA Seller to Anaheim, SCPPA, and ▇. ▇▇▇▇ following any failure to pay when due any amounts owed to PPA Seller pursuant to the Delivered Product Payment Obligation, and such failure continues for five (5) Business Days (as defined in the PPA) following receipt by such Parties of written Notice thereof; (3) delivery of a written Notice by PPA Seller or Anaheim to each of the other Parties to this Agreement and ▇. ▇▇▇▇ if any of the events described in Section [ ] (bankruptcy) of the PPA occurs with respect to SCPPA or ▇. ▇▇▇▇ as though SCPPA or ▇. ▇▇▇▇ were a party to the PPA; or (4) delivery of a written Notice by SCPPA or Anaheim to each of the other Parties to this Agreement and ▇. ▇▇▇▇ if any of the events described in Section [ ] (bankruptcy) of the PPA occurs with respect to PPA Seller. (b) The Assignment Period will end at the end of the last delivery hour on the date specified in the termination Notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such Notice is delivered if termination is pursuant to clause 2.(a)(1) or 2.(a)(2) above. All Assigned Rights and Obligations shall immediately revert to Anaheim, without further action by the Parties, upon the early termination of the Assignment Period, provided that (i) SCPPA and its assigns shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to SCPPA or its assign prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period. (c) The Assignment Period will automatically terminate upon (i) the early termination of the PPA or (ii) the termination of the SCPPA Assignment Agreement, and, in each case, all Assigned Rights and Obligations shall immediately revert to Anaheim, without further action by the Parties, upon the early termination of the PPA or the SCPPA Assignment Agreement, as applicable, provided that (i) SCPPA and its assigns shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
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Sources: Clean Energy Purchase Contract
Assignment Early Termination. (a) The Assignment Period shall terminate may be terminated early upon the occurrence of any of the following:
(1) delivery of a written Notice notice of termination by either Anaheim ▇. ▇▇▇▇ or SCPPA PPA Buyer to each of the other Parties hereto;
(2) delivery of a written Notice notice of termination by PPA Seller to Anaheim, SCPPA, and each of ▇. ▇▇▇▇ and PPA ▇▇▇▇▇ following any ▇. ▇▇▇▇’▇ failure to pay when due any amounts owed to PPA Seller pursuant to the in respect of any Delivered Product Payment Obligation, Obligation and such failure continues for five (5) Business Days (as defined in the PPA) one business day following receipt by such Parties ▇. ▇▇▇▇ of written Notice notice thereof;
(3) delivery of a written Notice notice by PPA Seller or Anaheim to each if any of the other Parties events described in the definition of Bankrupt in the PPA occurs with respect to this Agreement and ▇. ▇▇▇▇; or
(4) delivery of a written notice by ▇. ▇▇▇▇ if any of the events described in Section [ ] (bankruptcy) in the definition of the PPA occurs with respect to SCPPA or ▇. ▇▇▇▇ as though SCPPA or ▇. ▇▇▇▇ were a party to the PPA; or
(4) delivery of a written Notice by SCPPA or Anaheim to each of the other Parties to this Agreement and ▇. ▇▇▇▇ if any of the events described Bankrupt in Section [ ] (bankruptcy) of the PPA occurs with respect to PPA Seller.
(b) The Assignment Period will end at the end of the last delivery hour on the date specified in the termination Notice notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such Notice notice is delivered if termination is pursuant to clause 2.(a)(1(a)(1) or 2.(a)(2(a)(2) above. All Assigned Rights and Obligations shall immediately revert from ▇. ▇▇▇▇ to Anaheim, without further action by the Parties, PPA Buyer upon the early termination of the Assignment Period, provided that (i) SCPPA and its assigns ▇. ▇▇▇▇ shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products Product delivered to SCPPA ▇. ▇▇▇▇ prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or its assign otherwise) shall not affect the expiration or early termination of the Assignment Period
(c) The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from ▇. ▇▇▇▇ to PPA Buyer upon the expiration of or early termination of the PPA, provided that
(i) ▇. ▇▇▇▇ shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to ▇. ▇▇▇▇ prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
(cd) The Assignment Period will automatically terminate upon (i) the early delivery by Guarantor of a notice of termination of the PPA or (ii) the termination of the SCPPA Assignment Agreement, and, in each case, all Guaranty. All Assigned Rights and Obligations shall immediately revert from ▇. ▇▇▇▇ to Anaheim, without further action by the Parties, PPA Buyer upon the early termination of the PPA or the SCPPA Assignment Agreement, as applicablePeriod, provided that (i) SCPPA and its assigns ▇. ▇▇▇▇ shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products Product delivered by PPA Seller to ▇. ▇▇▇▇ prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
Appears in 1 contract
Sources: Clean Energy Purchase Contract