Laserfiche WebLink
<br /> <br /> <br />OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com <br />Agreement and same is not remedied to the other Party’s reasonable satisfaction within thirty (30) <br />days after receipt of written notice thereof; provided however, then, so long as the defaulting Party <br />has begun all reasonable efforts to cure such Default and within ten (10) days after the Notice of <br />Default is diligently pursuing the curing of such Default then the defaulting Party shall have an <br />additional period of twenty (20) days from receipt of such Notice of Default (or sixty (60) days total) <br />within which to cure the Default; <br />(ii) A Party fails to perform any material covenant or obligation set forth in this Master Agreement <br />or any applicable Transaction Confirmation issued hereunder, if such failure is not remedied to the <br />other Party’s reasonable satisfaction within thirty (30) days after receipt of written notice thereof, <br />provided, however, that the failure or omission of either Party to comply with the RFS or LCFS will <br />not constitute a Default for a period of thirty (30) days following receipt of written notice of such <br />failure to perform, so long as such Party has taken and is taking commercially reasonable steps to <br />cure such compliance failure or omission; or <br />(iii) A Party (a) makes an assignment or any general arrangement for the benefit of creditors; (b) <br />files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a <br />proceeding or case under any bankruptcy or similar law for the protection of creditors or has such <br />petition filed or proceeding commenced against it; (c) otherwise becomes bankrupt or insolvent <br />(however evidenced); (d) is unable to pay its debts as they fall due; (e) has a receiver, provisional <br />liquidator, conservator, custodian, trustee or other similar official appointed with respect to it or <br />substantially all of its assets. <br />Each of the foregoing events described in clauses (i)-(iii) above shall be referred to herein as a “Default.” <br />10. Remedies. Upon the occurrence of a Default with respect to a Party (such party, the “Defaulting <br />Party”), the non-defaulting Party (the “Performing Party”) shall in its sole discretion and upon five (5) <br />Business Days' notice to the Defaulting Party, be entitled to do any one or more of the following: (i) <br />suspend its performance under this Agreement, (ii) terminate this Agreement effective upon the date of <br />such notice, and (iii) proceed against the Defaulting Party for damages. Notwithstanding the foregoing, <br />(a) in the event that Supplier fails to pay the Dispenser Share, and such failure is due to disruptions in <br />the supply of Biogas, as provided in a written notice of same from Supplier to Dispenser, either party <br />may terminate the Transaction Confirmation associated with such Station for which Supplier failed to <br />make such payment on 30 days’ written notice to the other Party, and Dispenser’s damages shall be <br />limited to the Dispenser Share calculated as the difference between (i) the applicable pro-rata RNG <br />Contract Quantity for a rolling six (6)-month period prior to such notice and (ii) the Vehicle Fuel <br />dispensed at the Station for the same period with respect to each such Station. <br />Except as otherwise expressly limited herein, the Performing Party's rights hereunder are in addition to, <br />and not in limitation or exclusion of, any other rights that it may have (whether by agreement, operation <br />of law, equitable principles or otherwise). <br /> <br />11. Change in Law. In the event a legislative, executive, judicial, administrative, or regulatory body <br />materially changes or updates any applicable law, regulation, rule, protocol or interpretative guidance <br />that results in an adverse impact (A) in respect of the costs or benefits of the Dispensing Agreement to <br />either Party or (B) to either Party’s ability to comply with the RFS, or any other applicable Law, then, <br />promptly upon written request by the affected Party, the Parties shall enter into good faith negotiations to <br />amend the Dispensing Agreement to maintain the original intent and economic position of each Party. If, <br />after sixty (60) days of the initiation of such negotiations, the Parties cannot resolve to their mutual <br />satisfaction a mutually agreeable solution to the Change in Law, either Party may terminate the <br />Dispensing Agreement on seven (7) days’ written notice to the other Party. <br /> <br />12. Force Majeure. Neither Party shall be liable to the other for failure to perform an obligation, to the <br />extent such failure was caused by Force Majeure. Neither Party shall be entitled to the benefit of the <br />provisions of Force Majeure to the extent performance is affected by any or all of the following