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OF PROFITS OR OTHER BUSINESS INTERRUPTION
<br /> OR CONSE UENTIAL DAMAGES INCLUDING LOSS ,
<br /> Q �
<br /> ANY INDEMNITY PROVISION OR OTHERWISE
<br /> DAMAGES BY STATUTE IN TORT OR CONTRACT ONDER �
<br /> , > >
<br /> INCURRED BY THE OTHER PARTY.
<br /> 6. FORCE MAJEURE
<br /> To the extent either Party is prevented by Force Majeure&om carrying out,in whole or part,its obligations under this Agreement ;i
<br /> and such Pazty(the"Claiming Parly")gives notice and details of the Force Majeure to the other Party as soon as practicable,then
<br /> the Claiming Party shall be excused from the performance of its obligations under this Agreement(other than the obligarian to i
<br /> make payxnents then due or becoming due with respect to performance prior to the Force Majeure). The Claiming Party shall �
<br /> remedy the Force Majeure with all reasonable dispatch. The non-Claiming Party shall not be required to perform or resume
<br /> performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Pariy for the period excused
<br /> by Force Majeure.
<br /> "Force Majeure" shall mean an event or circumstance which prevents the Claiming Party from perfomung its obligations or
<br /> causes delay in the Claiming Party's performance under this Agreement,which event or circumstance was not anticipated as of
<br /> the date this Agreement was agreed to, which is not within the reasonable control of, or the result of the negligence of, the
<br /> Claiming Party,and which,by the exercise of due diligence or use of good utility pracrice,as defined in the TEMT,the Claiming
<br /> Party is unable to overcome or avoid or cause to be avoided,such as,but not limited to,acts of God;fire;flood;earthquake;war;
<br /> riots; strikes, walkouts, lockouts and other labor disputes that affect Customer, Ameren Energy Generating Company's
<br /> generating system or the generating system of a supplier with whom AEM has contracted to fulfill this Agreement; or
<br /> requirements,actions or failure to act on the part of govemmental authorities(excluding those acts by govemmental authorities as
<br /> enumerated and described in Section 7 Changes in Law or Regulation,including but not limited thereto,any changes or increases
<br /> in the lransmission provider's,or its successor's,tariffs or TEMT,Transmission Loading Relief,or any actions by MISO or other
<br /> goveming body). The settlement of strikes,wallcouts,lockouts and other labor disputes that affects Customer, Ameren Energy
<br /> Generating Company's generating system or the generating system of a supplier with whom AEM has contracted to fulfill this
<br /> Agreement or Customer's consumption of Retail Pawer shall be entirely within such Party's discretion and such Party may make
<br /> settlement at such time and on such terms and condi6ons as it may deem to be advisable. Force Majeure shall not be based on 1)
<br /> G�stomer's inability to economically use the Retail Power purchased hereunder;or 2)AEM's ability to sell the Retail Power at a
<br /> price greater than the price under ttus Agreement.
<br /> 7. CHANGES IN LAW OR REGULATION
<br /> In the event that any change ar enactment in any rule,regularion,DSP's operating procedure,tariff,TEMT,ordinance,statute,or
<br /> law affecting the sale or transmission or distribution of Retail Power to Customer(including but not limited to any administrative
<br /> ruling,interpretation,or judicial decision)alters to the detriment of AEM its ability to deliver Retail Power at the pricing set forth
<br /> in this Agreement, as determined in its sole discretion and judgment, AEM shall, except in the instances where the change or
<br /> enactment relates to the pricing or charges associated with the tcansmissian c6azge as provided for in E�chibit A,whereby those
<br /> terms are controlling: 1) provide written notice to G�stomer of the change; 2) identify the change in pricing necessary to
<br /> ameliorate the impact of the change,and 3)state the date upon which such new pricing shall be effective,which date shall not be
<br /> less than thirty(30)days from the date of the written notice,and shall coincide with the next Monthly Billing Cycle invoice that
<br /> follows the thirty(30)day period.
<br /> 8. ASSIGNMENT
<br /> This Agreement shall be binding on each Party's successors and permitted assigns.Neither Party shall assign this Agreement ar
<br /> its rights without the pri� written consent of the other Party, which consent shall not be unreasonably withheid; provided,
<br /> however,either Party may 1)assign its rights and obligations under this Agreementto an affiliate without consent of the other
<br /> Parly, subject to the affiliate's sarisfactory creditworthiness, or 2) transfer or assign this Agreement to any person or entity
<br /> succeeding to all or substanrially all of the assets,subject to the assignee's satisfactory creditworthiness; provided,however,that
<br /> in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the
<br /> transferring Party delivers such talc and enforceability assurances as the non-transferring Party may reasonably request.
<br /> Creditworthiness under this section is to be determined by the non-transferring Party.
<br /> 9. WAIVER
<br /> Except as otherwise set forth in this Agreement, failure or delay on the part of either Party to exercise any right, power, or
<br /> privilege under this Agreement shall not operate as a waiver of such right,power or privilege of this Agreement.
<br /> FP.TI2.CIPS.073 PncE 5 of 12 Confidential Document—See Sec.4
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