View Clause Headings                                                                                                                                               HelpHelp
DOCUMENT TITLE:  STEAM AND ELECTRIC POWER SALES AGREEMENT .
ACTIONS: Here are the clause headings in the document. To view the clause, click the clause heading.To view the full document, click the "View Document" button.

View Document Back
Clause Heading
2.1 - Initial Term.
2.2 - Rollover Term.
ARTICLE III - REPRESENTATIONS, WARRANTIES AND COVENANTS OF LCC
3.1 - Due Organization; Good Standing; Requisite Power.
3.2 - Due Authorization and Execution.
3.3 - Sufficient Rights; Title to Gaseous Waste Fuel and Natural Gas Fuel
3.4 - Use of Facility Site.
3.5 - No Default.
3.6 - No Litigation.
3.7 - Binding Agreement.
3.8 - Permits.
3.9 - Notice of Certain Defaults.
ARTICLE IV - REPRESENTATIONS, WARRANTIES AND COVENANTS OF CLI
4.1 - Due Organization; Good Standing; Requisite Power.
4.2 - Due Authorization and Execution.
4.3 - Sufficient Rights; Title to Steam and Electricity
4.4 - No Default.
4.5 - No Litigation.
4.6 - Binding Agreement.
4.7 - Permits.
4.8 - Outstanding Unrelated Obligations.
4.9 - CLI Electrical Interconnections.
4.10 - FASB Interpretation No.
4.11 - Notice of Certain Defaults.
5.1 - General Sale and Purchase Obligations.
5.2 - Adjustments to Base Electric Capacity.
5.2.1 - Notice Adjustments.
5.2.2 - Downward Adjustment due to an Unscheduled LCC Turnaround.
5.2.3 - Supplemental Energy Adjustments.
5.2.4 - Base Electric Capacity Maximum.
5.3 - Energy Payments.
5.4 - Electricity Characteristics.
5.5.1 - Delivery Obligation.
5.5.2 - Title.
5.6 - LCC Use of CLI Interconnection Facilities.
5.7 - Arrangements for Alternative Electricity.
5.8 - Electricity Imbalance Charges.
6.1 - General Sale and Purchase Obligations.
6.2.1 - LCCs Minimum Steam Take Warranty.
6.2.2 - Reduced Operations.
6.2.3 - Specific Performance.
6.2.4 - LCC Facility Operations.
6.3 - Steam Payments.
6.4.1 - Provision for Reduced Operation.
6.4.2 - Arrangements for Alternative Steam.
6.5 - Steam Characteristics.
6.6.1 - Delivery Obligation.
6.6.2 - Title.
6.7.1 - CLI IP Steam Piping Systems.
6.7.2 - LCC IP Steam Piping Systems.
6.7.3 - Coordination.
ARTICLE VII - EXCLUSIVITY AND SALES TO THIRD PARTIES;
7.1 - Exclusivity.
7.2 - Additional Electricity.
7.3 - Additional Steam.
7.4.1 - CLIs Right.
7.4.2 - LCCs Prohibition.
7.4.3 - CLI Marketing of LCCs Electricity Supply Reductions.
7.5 - LCCs Priority Supply Right to Steam and Electricity.
ARTICLE VIII - NONCONFORMING ELECTRICITY, STEAM AND
8.1 - Nonconforming Electricity and Steam.
8.2 - Nonconforming Natural Gas and Nonburnable Gaseous Waste Fuel.
9.1 - Year-ahead Schedule.
9.2 - Month-ahead Schedule.
9.3 - Nature of Schedules.
10.1 - Dispatch Request for Boilers.
10.2 - CLI Scheduling Obligations.
10.3 - Additional Costs.
10.4 - LCCs Priority Dispatch Right.
10.5 - Access to Boilers.
11.1 - Maintenance Obligations.
11.2.1 - Formation and Designation of Representatives.
11.2.2 - Procedures.
11.2.3 - Functions.
11.2.4 - No Authority.
11.3.1 - Reliability Payments.
11.3.2 - Analysis of Reliability Failure Incident.
11.3.3 - Nature of Reliability Payments.
11.4 - Modifications to the CLI Facility.
11.5 - CLI Scheduled Outages and LCC Turnarounds.
11.6 - Unscheduled CLI Outages and LCC Forced Outage.
11.7 - Effect of CLI Outages.
11.8 - Access to CLI Facility.
12.1 - Metering, Testing and Records.
12.2 - Metering Inaccuracies.
12.3 - Secondary Sources of Determination.
13.1.1 - CLI Gaseous Waste Fuel Piping Systems.
13.1.2 - LCC Gaseous Waste Fuel Piping Systems.
13.1.3 - Coordination.
13.2 - Gaseous Waste Fuel Deliveries.
13.3 - Gaseous Waste Title.
13.4 - Gaseous Waste Fuel Contingent Steam Adder.
13.5 - SUITABILITY OF GASEOUS WASTE FUEL.
14.1 - Payments.
14.2 - Statements.
14.3 - Netting; Set-Off.
14.4 - Disputed Amounts.
14.5 - Interest on Past Due Amounts.
14.6.1 - Maintenance of Records.
14.6.2 - Audit Rights.
14.6.3 - Survival.
15.1 - Allocation of Tax Responsibility.
15.2 - Tax Contests.
ARTICLE XVI - NATURAL GAS DELIVERIES
ARTICLE XVII - EMISSIONS CREDITS
ARTICLE X - VIII
18.1 - Definition.
18.2 - Invocation and Effect of Force Majeure.
18.3 - Termination for Extended Force Majeure.
19.1 - Scope of Step-In Right.
19.2 - LCC Access Rights.
19.3 - Continuing LCC Payment Obligations.
19.4 - Resumption of CLI Steam Production and Dispatch Control.
19.5 - INDEMNITY; THIRD PARTY LIABILITY.
20.1 - Events of Default.
20.2 - Remedies.
20.3 - Working Capital Maintenance.
20.4 - Remedies Cumulative.
20.5 - Cross Termination Right with Services Agreement.
ARTICLE XXI - INDEMNITIES, INSURANCE, LIABILITY AND REMEDIES
21.2 - General Indemnities.
21.2.1 - Indemnity By CLI.
(B) - CAUSED OR CONTRIBUTED TO BY
(B) - CAUSED OR CONTRIBUTED TO BY
(II) - GROSS NEGLIGENCE OR THE WILLFUL MISCONDUCT OF THE CLI GROUP OR
21.2.2 - INDEMNITY BY LCC.
(II) - THE GROSS NEGLIGENCE OR THE WILLFUL MISCONDUCT OF THE LCC GROUP OR
21.3 - Indemnification Procedures.
21.4 - INSURANCE AND WAIVER OF SUBROGATION.
21.5 - EXPRESS NEGLIGENCE.
21.6 - CONSEQUENTIAL DAMAGES.
21.7 - WARRANTY DISCLAIMERS.
21.8 - Exchanged Information.
21.9 - COVENANT NOT TO SUE.
ARTICLE XXII - CHANGES IN LEGAL REQUIREMENTS
ARTICLE X - XIII
ARTICLE XXIV - CREDIT SUPPORT
ARTICLE XXV - CHANGE IN OPERATOR
26.1.1 - Transfer Notice for CLI Facility Transfer.
26.1.2 - LCC Transfer Option Period.
26.1.3 - Acceptance.
26.1.4 - Permitted Third Party Transfer.
26.2 - Right of First Negotiation for CLI Facility Transfer Package.
26.3 - Other Restrictions.
ARTICLE X - XVII
27.1 - Sale or Assignment of Rights and Obligations.
27.2 - Consent to Mortgage or Pledge.
27.3 - CLI Assignment Right.
27.4 - LCC Assignment Right.
27.5 - Indirect Transfers.
ARTICLE XX - VIII
29.1 - Expert Disputes.
29.2 - Initial Resolution by the Parties and Executive Senior Management.
29.3 - Arbitration.
29.4 - Appointment of Arbitrators.
29.5 - Procedures.
29.6 - Other Remedies.
29.7 - Performance During Dispute.
ARTICLE XXX - NOTICES
31.1 - Nondisclosure of Confidential Information.
31.2 - Compelled Disclosure.
31.3 - Definition of Confidential Information.
31.4 - Return of Confidential Information.
31.5 - Remedies.
31.6 - Duration.
ARTICLE X - XXII
32.1 - Forward Contract.
32.2 - Mitigation of Damages.
32.3 - Third-Party Beneficiaries.
32.4 - No Association, Partnership or Joint Venture.
32.5 - Survival of Obligations.
32.6 - Successors and Assignees.
32.7 - Counterparts.
32.8 - Amendments; Waivers and Consents.
32.9 - Non-Waiver.
ARTICLE XX - XIII
ARTICLE X - XXIV