Common use of Final Offer Clause in Contracts

Final Offer. Increase of Generation Entitlement Shares and Cost Shares; Replacement of Appendices A and B: 26.4.1 In the event that Offer Acceptances under the continued Second Round Offer do not permit compliance with Section 26.3.3 or Section 26.3.4, then IPA shall continue the Renewal Offer by providing the Final Offer to Purchaser and the other Committed Original Purchasers. 26.4.2 If, as of the Final Offer Acceptance Date, there shall have been additional Offer Acceptances of the Final Offer by or one or more of the Committed Original Purchasers for all of the remaining outstanding Orphan Original Purchaser Entitlements, and such Committed Original Purchaser's or Committed Original Purchasers’ Subscription Generation Cost Share or Shares, as applicable, and Subscription Generation Entitlement Share or Shares, as applicable, shall be increased to include such remaining amount of Orphan Original Purchaser Entitlements and their respective Transmission Cost Shares shall be adjusted if necessary to reflect such increases, then, such Final Offer Acceptance Date shall constitute the Entitlement Determination Date, and IPA shall provide Purchaser with a replacement Appendix A for Purchaser’s Renewal Power Sales Contract which shall set forth the Generation Cost Share of Purchaser and the Generation Cost Shares of such other Committed Original Purchasers (all as including the applicable increase as provided above) and the applicable Transmission Cost Shares of Purchaser and such other Committed Original Purchasers, and a replacement Appendix B for Purchaser’s Renewal Power Sales Contract which shall set forth the Generation Entitlement Share of Purchaser and the Generation Entitlement Shares of such other Committed Original Purchasers (all as including the applicable increase as provided above) and the applicable Points of Delivery of Purchaser and such other Committed Original Purchasers; and upon receipt by IPA and Purchaser and each of the other Committed Original Purchasers of any and all required Contract Regulatory Approvals and upon IPA and Purchaser and each of the other Committed Original Purchasers furnishing the required legal opinions pursuant to Section 25.3 of the Renewal Power Sales Contracts, the Renewal Power Sales Contracts by IPA with Purchaser and with each of the other Committed Original Purchasers for one hundred percent (100%) of the Generation Entitlement Shares, Generation Cost Shares and the applicable Transmission Cost Shares of the Project shall be effective, all as of such Entitlement Determination Date. 26.4.3 Unless there shall have been compliance with Section 26.4.2, if as of the Final Offer Acceptance Date, there shall have been additional Offer Acceptances of the Final Offer by one or more of the Committed Original Purchasers, of Orphan Original Purchaser Entitlements which, together with the prior Offer Acceptances of the Committed Original Purchasers under the Renewal Offer, provide Offer Acceptances under the Renewal Offer of at least eighty-five percent (85%), but less than one hundred percent (100%), of the aggregate Original Purchaser Entitlements, then, effective as of the Final Offer Acceptance Date, (i) Purchaser’s Subscription Generation Cost Share, as set forth in Appendix A of Purchaser’s Renewal Power Sales Contract shall be increased to include that portion of the then remaining amount of the applicable Orphan Original Purchaser Entitlements determined in accordance with the ratio that Purchaser’s Subscription Generation Cost Share then set forth in Appendix A bears to the Subscription Generation Cost Shares then set forth in Appendix A for all such Committed Original Purchasers; (ii) Purchaser’s Subscription Generation Entitlement Share, as set forth in Appendix B of Purchaser’s Renewal Power Sales Contract, shall be increased to include such portion of the then remaining applicable Orphan Original Purchaser Entitlements determined in accordance with the ratio that Purchaser’s Subscription Generation Entitlement Share then set forth in Appendix B bears to the Subscription Generation Entitlement Shares then set forth in Appendix B for all such Committed Original Purchasers; and (iii) Purchaser’s Transmission Cost Share shall be adjusted if necessary to reflect such increase in Purchaser’s Subscription Generation Entitlement Share. Thereupon, such Final Offer Acceptance Date shall constitute the Entitlement Determination Date, and IPA shall provide Purchaser with a replacement Appendix A for Purchaser’s Renewal Power Sales Contract which shall set forth the Generation Cost Share of Purchaser and the Generation Cost Shares of such other Committed Original Purchasers (all as including the applicable increase as provided) and the applicable Transmission Cost Shares of Purchaser and such other Committed Original Purchasers, and a replacement Appendix B for Purchaser’s Renewal Power Sales Contract which shall set forth the Generation Entitlement Share of Purchaser and the Generation Entitlement Shares of such other Committed Original Purchasers (all as increased as provided above) and the applicable Points of Delivery of Purchaser and such other Committed Original Purchasers. Upon receipt by IPA and Purchaser and each of the other Committed Original Purchasers of any and all required Contract Regulatory Approvals and upon IPA and Purchaser and each of the other Committed Original Purchasers furnishing the required legal opinions pursuant to Section 25.3 of the Renewal Power Sales Contracts, the Renewal Power Sales Contracts by IPA with Purchaser and with each of the other Committed Original Purchasers for one hundred percent (100%) of the Generation Entitlement Shares, Generation Cost Shares and the applicable Transmission Cost Shares of the Project shall be effective, all as of such Entitlement Determination date.