Common use of Escrow Process Clause in Contracts

Escrow Process. ‌ (a) In the event that the IPA determines that Seller’s conduct (or the conduct of Seller’s affiliate) creates or indicates an unreasonable risk to Seller’s customers as to the receipt of contractually- promised REC incentive payments, the IPA shall require all subsequent payments under this Agreement to Seller be held in escrow and disbursed in accordance with the provisions of this Section 5.6. The IPA shall only make this determination upon its finding that Seller has not met its contractual obligations to pass through incentive payments to at least five (5) customers (based on complaints received from such customers within any 180-day period) and after giving Seller appropriate notice and an opportunity to (a) respond satisfactorily to those customer complaints and/or (b) demonstrate that Seller’s conduct does not create such unreasonable risk to customers. If the IPA makes such a determination, it shall notify Buyer and provide Buyer with the opportunity to object in writing within five (5) Business Days of such notice. (b) If Buyer does not object to the escrow process pursuant to Section 5.6(a), the IPA shall provide notice to Seller that the determination has been made to implement the escrow process and shall provide Seller an opportunity to appeal. If the Seller does not appeal or the appeal is denied, the IPA shall provide notice to Buyer, Seller, and the affected customers to confirm that the escrow process is being implemented. In addition, the IPA shall provide notice to Buyer and Seller of the name, address and contact information for the Escrow Agent and payment instructions. The payment instructions shall remain in effect until the IPA shall notify Buyer and Seller in writing of (i) a change in those payment instructions, in which case such changed payment instructions shall apply, or (ii) the termination of the escrow process, in which case the payment instructions in effect prior to the implementation of the escrow process shall apply. (c) If an escrow process is implemented, Buyer shall make all payments otherwise due Seller under this Agreement to the identified Escrow Agent unless ▇▇▇▇▇ has otherwise agreed to make those payments pursuant to a prior agreement with a lender or collateral agent for Seller. Buyer’s payments to Escrow Agent according to the payment instructions provided pursuant to Section 5.6(b) shall be deemed payments to Seller. For avoidance of doubt, Seller is required to invoice Buyer in accordance with Section 5.1 and Seller shall remain responsible for invoicing requirements regardless of whether the escrow process is implemented or not. (d) The IPA shall determine whether payments to be made from the escrow account are due to customers associated with each Designated System and may direct the Escrow Agent to distribute payments to the affected customer associated with each affected Designated System. The IPA shall direct the Escrow Agent to disburse the funds remaining in escrow to Seller. In the event of an overpayment by ▇▇▇▇▇ to the Escrow Agent, the IPA shall instruct the Escrow Agent to return the overpayment to Buyer. Buyer shall have no authority or responsibility to direct or instruct the Escrow Agent and shall have no responsibility for the actions or inactions of the Escrow Agent or the IPA in respect of the escrow process. (e) Upon a satisfactory showing by Seller, the IPA may determine that Seller’s direct receipt of payments no longer presents an unreasonable risk of non-payment of contractually-promised REC incentive payments to customers, and the IPA may reverse the implementation of the escrow process, such that payments are once again made directly from Buyer to Seller. The IPA shall provide written notice to Buyer and Seller of any such determination.

Escrow Process. ‌ (a) In the event that the IPA determines that Seller’s conduct (or the conduct of Seller’s affiliate) creates or indicates an unreasonable risk to Seller’s customers as to the receipt of contractually- contractually-promised REC incentive paymentspayments within the Applicable Program, the IPA shall require all subsequent payments under this Agreement to Seller be held in escrow and disbursed in accordance with the provisions of this Section 5.65.7. The IPA shall only make this determination upon its finding that Seller has not met its contractual obligations to pass through incentive payments to at least five (5) customers (based on complaints received from such customers within any 180-day period) and after giving Seller appropriate notice and an opportunity to (a) respond satisfactorily to those customer complaints and/or (b) demonstrate that Seller’s conduct does not create such unreasonable risk to customers. If the IPA makes such a determination, it shall notify Buyer and provide shall implement the escrow process under this Section 5.7 unless Buyer with the opportunity to object objects in writing within five (5) Business Days of such notice. (b) . If Buyer does not object to the escrow process pursuant to Section 5.6(a5.7(a), the IPA shall provide notice to Seller that the determination has been made to implement the escrow process and shall provide Seller an opportunity to appeal. If the Seller does not appeal or the appeal is denied, the IPA shall provide notice to Buyer, Seller, Seller and the affected customers to confirm that the escrow process is being implemented. In addition, the IPA shall provide notice to Buyer and Seller of the name, address and contact information for the Escrow Agent and payment instructions. The payment instructions shall remain in effect until the IPA shall notify Buyer and Seller in writing of (i) a change in those payment instructions, in which case such changed payment instructions shall apply, or (ii) the termination of the escrow process, in which case the payment instructions in effect prior to the implementation of the escrow process shall apply. (c) . If an escrow process is implemented, Buyer shall make all payments otherwise due Seller under this Agreement (or due to a collateral agent for Seller acting pursuant to a collateral assignment permitted by this Agreement) to the identified Escrow Agent unless ▇▇▇▇▇ has otherwise agreed to make those payments pursuant to a prior agreement with a lender or collateral agent for SellerAgent. Buyer’s payments to Escrow Agent according to the payment instructions provided pursuant to Section 5.6(b5.7(b) shall be deemed payments to Seller. For avoidance of doubt, Seller is required to invoice Buyer in accordance with Section 5.1 and Seller shall remain responsible for invoicing requirements regardless of whether the escrow process is implemented or not. (d) . The IPA shall determine whether payments to be made from the escrow account are due to customers associated with each Designated System and may direct the Escrow Agent to distribute payments to the affected customer associated with each affected Designated System. The IPA shall direct the Escrow Agent to disburse the funds remaining in escrow to Seller. In the event of an overpayment by ▇▇▇▇▇ to the Escrow Agent, the IPA shall instruct the Escrow Agent to return the overpayment to Buyer. Buyer shall have no authority or responsibility to direct or instruct the Escrow Agent and shall have no responsibility for the actions or inactions of the Escrow Agent or the IPA in respect of the escrow process. (e) . Upon a satisfactory showing by Seller, the IPA may determine that Seller’s direct receipt of payments no longer presents an unreasonable risk of non-payment of contractually-promised REC incentive payments to customers, and the IPA may reverse the implementation of the escrow process, such that payments are once again made directly from Buyer to Seller. The IPA shall provide written notice to Buyer and Seller of any such determination.

Escrow Process. ‌ (a) In the event that the IPA determines that Seller’s conduct (or the conduct of Seller’s affiliate) creates or indicates an unreasonable risk to Seller’s customers as to the receipt of contractually- promised REC incentive payments, the IPA shall require all subsequent payments under this Agreement to Seller be held in escrow and disbursed in accordance with the provisions of this Section 5.65.7. The IPA shall only make this determination upon its finding that Seller has not met its contractual obligations to pass through incentive payments to at least five (5) customers (based on complaints received from such customers within any 180-day period) and after giving Seller appropriate notice and an opportunity to (a) respond satisfactorily to those customer complaints and/or (b) demonstrate that Seller’s conduct does not create such unreasonable risk to customers. If the IPA makes such a determination, it shall notify Buyer and provide Buyer with the opportunity to object in writing within five (5) Business Days of such notice. (b) If Buyer does not object to the escrow process pursuant to Section 5.6(a5.7(a), the IPA shall provide notice to Seller that the determination has been made to implement the escrow process and shall provide Seller an opportunity to appeal. If the Seller does not appeal or the appeal is denied, the IPA shall provide notice to Buyer, Seller, and the affected customers to confirm that the escrow process is being implemented. In addition, the IPA shall provide notice to Buyer and Seller of the name, address and contact information for the Escrow Agent and payment instructions. The payment instructions shall remain in effect until the IPA shall notify Buyer and Seller in writing of (i) a change in those payment instructions, in which case such changed payment instructions shall apply, or (ii) the termination of the escrow process, in which case the payment instructions in effect prior to the implementation of the escrow process shall apply. (c) If an escrow process is implemented, Buyer shall make all payments otherwise due Seller under this Agreement to the identified Escrow Agent unless ▇▇▇▇▇ has otherwise agreed to make those payments pursuant to a prior agreement with a lender or collateral agent for Seller. Buyer’s payments to Escrow Agent according to the payment instructions provided pursuant to Section 5.6(b5.7(b) shall be deemed payments to Seller. For avoidance of doubt, Seller is required to invoice Buyer in accordance with Section 5.1 and Seller shall remain responsible for invoicing requirements regardless of whether the escrow process is implemented or not. (d) The IPA shall determine whether payments to be made from the escrow account are due to customers associated with each Designated System and may direct the Escrow Agent to distribute payments to the affected customer associated with each affected Designated System. The IPA shall direct the Escrow Agent to disburse the funds remaining in escrow to Seller. In the event of an overpayment by ▇▇▇▇▇ to the Escrow Agent, the IPA shall instruct the Escrow Agent to return the overpayment to Buyer. Buyer shall have no authority or responsibility to direct or instruct the Escrow Agent and shall have no responsibility for the actions or inactions of the Escrow Agent or the IPA in respect of the escrow process. (e) Upon a satisfactory showing by Seller, the IPA may determine that Seller’s direct receipt of payments no longer presents an unreasonable risk of non-payment of contractually-promised REC incentive payments to customers, and the IPA may reverse the implementation of the escrow process, such that payments are once again made directly from Buyer to Seller. The IPA shall provide written notice to Buyer and Seller of any such determination.

Escrow Process. ‌ (a) In the event that the IPA determines that Seller’s conduct (or the conduct of Seller’s affiliate) creates or indicates an unreasonable risk to Seller’s customers as to the receipt of contractually- contractually-promised REC incentive payments, the IPA shall require all subsequent payments under this Agreement to Seller be held in escrow and disbursed in accordance with the provisions of this Section 5.65.7. The IPA shall only make this determination upon its finding that Seller has not met its contractual obligations to pass through incentive payments to at least five (5) customers (based on complaints received from such customers within any 180-day period) and after giving Seller appropriate notice and an opportunity to (a) respond satisfactorily to those customer complaints and/or (b) demonstrate that Seller’s conduct does not create such unreasonable risk to customers. If the IPA makes such a determination, it shall notify Buyer and provide Buyer with the opportunity to object in writing within five (5) Business Days of such notice. (b) If Buyer does not object to the escrow process pursuant to Section 5.6(a5.7(a), the IPA shall provide notice to Seller that the determination has been made to implement the escrow process and shall provide Seller an opportunity to appeal. If the Seller does not appeal or the appeal is denied, the IPA shall provide notice to Buyer, Seller, and the affected customers to confirm that the escrow process is being implemented. In addition, the IPA shall provide notice to Buyer and Seller of the name, address and contact information for the Escrow Agent and payment instructions. The payment instructions shall remain in effect until the IPA shall notify Buyer and Seller in writing of (i) a change in those payment instructions, in which case such changed payment instructions shall apply, or (ii) the termination of the escrow process, in which case the payment instructions in effect prior to the implementation of the escrow process shall apply. (c) If an escrow process is implemented, Buyer shall make all payments otherwise due Seller under this Agreement to the identified Escrow Agent unless ▇▇▇▇▇ has otherwise agreed to make those payments pursuant to a prior agreement with a lender or collateral agent for Seller. Buyer’s payments to Escrow Agent according to the payment instructions provided pursuant to Section 5.6(b5.7(b) shall be deemed payments to Seller. For avoidance of doubt, Seller is required to invoice Buyer in accordance with Section 5.1 and Seller shall remain responsible for invoicing requirements regardless of whether the escrow process is implemented or not. (d) The IPA shall determine whether payments to be made from the escrow account are due to customers associated with each Designated System and may direct the Escrow Agent to distribute payments to the affected customer associated with each affected Designated System. The IPA shall direct the Escrow Agent to disburse the funds remaining in escrow to Seller. In the event of an overpayment by ▇▇▇▇▇ to the Escrow Agent, the IPA shall instruct the Escrow Agent to return the overpayment to Buyer. Buyer shall have no authority or responsibility to direct or instruct the Escrow Agent and shall have no responsibility for the actions or inactions of the Escrow Agent or the IPA in respect of the escrow process. (e) Upon a satisfactory showing by Seller, the IPA may determine that Seller’s direct receipt of payments no longer presents an unreasonable risk of non-payment of contractually-promised REC incentive payments to customers, and the IPA may reverse the implementation of the escrow process, such that payments are once again made directly from Buyer to Seller. The IPA shall provide written notice to Buyer and Seller of any such determination.”

Escrow Process. ‌ (a) In the event that the IPA determines that Seller’s conduct (or the conduct of Seller’s affiliate) creates or indicates an unreasonable risk to Seller’s customers as to the receipt of contractually- promised REC incentive payments, the IPA shall require all subsequent payments under this Agreement to Seller be held in escrow and disbursed in accordance with the provisions of this Section 5.65.7. The IPA shall only make this determination upon its finding that Seller has not met its contractual obligations to pass through incentive payments to at least five (5) customers (based on complaints received from such customers within any 180-day period) and after giving Seller appropriate notice and an opportunity to (a) respond satisfactorily to those customer complaints and/or (b) demonstrate that Seller’s conduct does not create such unreasonable risk to customers. If the IPA makes such a determination, it shall notify Buyer and provide Buyer with the opportunity to object in writing within five (5) Business Days of such notice. (b) If Buyer does not object to the escrow process pursuant to Section 5.6(a(a)5.7(a), the IPA shall provide notice to Seller that the determination has been made to implement the escrow process and shall provide Seller an opportunity to appeal. If the Seller does not appeal or the appeal is denied, the IPA shall provide notice to Buyer, Seller, and the affected customers to confirm that the escrow process is being implemented. In addition, the IPA shall provide notice to Buyer and Seller of the name, address and contact information for the Escrow Agent and payment instructions. The payment instructions shall remain in effect until the IPA shall notify Buyer and Seller in writing of (i) a change in those payment instructions, in which case such changed payment instructions shall apply, or (ii) the termination of the escrow process, in which case the payment instructions in effect prior to the implementation of the escrow process shall apply. (c) If an escrow process is implemented, Buyer shall make all payments otherwise due Seller under this Agreement to the identified Escrow Agent unless ▇▇▇▇▇ has otherwise agreed to make those payments pursuant to a prior agreement with a lender or collateral agent for Seller. Buyer’s payments to Escrow Agent according to the payment instructions provided pursuant to Section 5.6(b5.7(b) shall be deemed payments to Seller. For avoidance of doubt, Seller ▇▇▇▇▇▇ is required to invoice Buyer in accordance with Section 5.1 and Seller shall remain responsible for invoicing requirements regardless of whether the escrow process is implemented or not. (d) The IPA shall determine whether payments to be made from the escrow account are due to customers associated with each Designated System and may direct the Escrow Agent to distribute payments to the affected customer associated with each affected Designated System. The IPA shall direct the Escrow Agent to disburse the funds remaining in escrow to Seller. In the event of an overpayment by ▇▇▇▇▇ to the Escrow Agent, the IPA shall instruct the Escrow Agent to return the overpayment to Buyer. Buyer shall have no authority or responsibility to direct or instruct the Escrow Agent and shall have no responsibility for the actions or inactions of the Escrow Agent or the IPA in respect of the escrow process. (e) Upon a satisfactory showing by Seller, the IPA may determine that Seller’s direct receipt of payments no longer presents an unreasonable risk of non-payment of contractually-promised REC incentive payments to customers, and the IPA may reverse the implementation of the escrow process, such that payments are once again made directly from Buyer to Seller. The IPA shall provide written notice to Buyer and Seller of any such determination.