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<br />5.2 If Buyer has more than one Premise, the monthly billing cycle may vary for different Premises, and may not coincide with a
<br />calendar month. In the event that an interval demand recorder ("lORn) must be installed at any Premise, if such lOR has not been
<br />installed prior to the commencement of the Agreement Term, Seller reserves the right to calculate prices bas'ed upon the
<br />appropriate deemed load profile, as obtained by Seller from the PUCT, until such lOR can be installed.
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<br />5.3 Buyer shall pay the invoiced amount on or before the due date specified in the Offer, and/or notify SeHer within ten business
<br />days of the invoice date if Buyer disputes any part of the invoice together with Buyer's reasons for disputing the invoice (however,
<br />Buyer's payment of an invoice and/or failure to dispute an invoice by the due date, in and of itself, shall not constitute a waiver
<br />by S-uyer of Buyer's right to contest later the correctness of such invoice), bunhe undisputed part shall remain due and payable.
<br />In the event that Buyer gives notice of such dispute, thaParties shall, for a period of .thirty calendar days following Seller's receipt
<br />of that notice, pursue diligent, good faith efforts to resolve the dispute. If the Parties are unable to resolve a disputed invoice
<br />during that thirty day period, Seller may require, in the event it is subsequently determined that Buyer should pay Seller all or part
<br />of the disputed amount, that Buyer pay interest on such amount, at a r.!lte equal to (i) one percent (1%) per month or (ii) the
<br />highest rate allowed by law, whichever is the lesser, from the date such payment was originally due until the same is paid.
<br />Following resolution of the dispute, any amount found payable (including interest) shall be paid within thirty calendar days. If
<br />Buyer fails to pay any amount due (including any disputed amount withheld which is subsequently found to have been payable),
<br />Seller may, at its option, pursue any or all of the following actions or remedies: (a) accrue interest on the unpaid portion at a rate
<br />equal to that described earlier in this paragraph, from the date such payment is due until the same is paid, or (b) transfer Buyer to
<br />the provider of last resort ("POLRn). POLR shall be defined as a retail electric provider that has been designated by the PUCT to
<br />provide a basic, standard retail service package to requesting or defaulting customers.
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<br />5.4 If Buyer notifies Seller in, writing of a justifiable concem regarding the accuracy of an invoice hereunder, Seller shall make
<br />available to Buyer during normal b~siness hours the records in Seller's possession reasonably necessary for Buyer to verify the
<br />accuracy of its bill. Provided, however, neither Party may request any adjustment or correction of any statement or payment
<br />-unless written notice of such request for adjustment or correction is fumished Within twenty-four (24) months of the date of the
<br />statement or payment for which such adjustment or correction is requested.
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<br />5.5 If this Agreement is terminated for any reason (including where Buyer terminates in accordance with Section VII) and Buyer
<br />does not arrange for a new electricity supply agreement with Seller or another supplier, Seller, until Buyer arranges for a new
<br />electric supply agreement with Seller or another supplier, may (in addition to other remedies) charge Buyer for any electricity
<br />used at the Premise(s) after the effective date s>f the termination, and subject to these Terms, at Seller's then current Standard
<br />List Price Offer applicable to businesses of same or similar nature as Buyer. This sub-clause shall survive termination of this
<br />Agreement. .
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<br />5.6 Payments may be made by check, wire transfer, direct debit or electronic data interchange (on terms reasonably
<br />acceptable to both Parties), and notwithstanding anything to the contrary contained herein, must be received by the receiving
<br />Party on or before the dates specified in Article II of the Offer. The address to which payments are to be made shall be as set
<br />forth in the Offer. For Buyer to pay Seller other than by check, Buyer needs to obtain required information I agreements with
<br />Seller. If Buyer fails to pay the invoiced amount to Seller by the Due Date, and such amount is not disputed as provided in
<br />Section 5.3 the undisputed invoiced amount will accrue interest at the rate of 12% per year, and, in addition, Seller may pursue,
<br />but is not required to pursue, available legal remedies for collection of the unpaid invoice and late-payment interest charges,
<br />including termination of the Agreement in accordance with the procedures set forth in Article VII.
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<br />5.7 In the event Buyer ever takes electricity exceeding the Maximum kW for each Premise(s}, each time it does so Buyer shall
<br />pay the Over Capacity Charges as stated in the applicable Price Sheet. "Maximum kWn for each Premise is set forth on
<br />Exhibit "An, and shall be r~orded at the TDSP Point of Delivery. '
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<br />5.8 Buyer agrees that it shall abide and be bound by the Agreement through the end of the Agreement Term and shall not, during
<br />the Agreement Term, claim any right to pricing based upon the Price to Beat. "Price to Beat" shall mean a price for electricity, as
<br />determined pursuant to the Public Utility Regulatory Act, Section 39.202, charged by an affiliated retail electric provider to eligible
<br />customers.
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<br />VI. METERING EQUIPMENT. .
<br />6.1 The supply of electricity to Buyer at the TDSP Delivery Point(s) shall be measured by Metering Equipment. "Metering
<br />Equipmentn herein shall mean any and all equipment required for the measurement of demand, energy, reactive demand or
<br />reactive energy and the times during which said demand or energy is consumed. Unless the accuracy of the Metering
<br />Equipment is disputed by notice given by either Party to the other the Metering Equipment shall be deemed to be accurate. If
<br />notice is given (unless otherwise agreed) the Mete,ring Equipment shall be examined within a reasonable period, by the TDSP
<br />in accordance with the applicable Substantive Rules of the PUCT. If such test finds that the inaccuracy of the registration of
<br />kWh or kW at normal loads exceeds that allowed by ANSI standard C.12, suitable adjustment shall be made in the accounts
<br />rendered by Seller, and, within a reasonable period following that determination, the Metering Equipment shall be re-calibrated
<br />or replaced by the entity that installs, validates, registers, and maintains the physical meter required on a Premise to measure
<br />customer usage. If such test finds the Metering Equipment to be accurate within the said limits, the Metering Equipment shall
<br />be deemed to be accurate and the cost of moving, testing, and replacing the Metering Equipment shall be paid by the Party
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