Agmt 2004 ABAG Power - Laserfiche WebLink

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the cost and probative value of challenging the recalculation. b) PX Escrow Deposit.' The California Power Exchange (PX) is in bankruptcy. As of December 31, 2003, the total amount in the PX Escrow Deposit is One Million Fifty-Six Thousand Five Hundred Six Dollars ($1,056,506). For a period of no less than two (2) years after the effective date of the Qualifying Agreement or December 31, 2006, whichever is later, ABAG POWER will monitor activities affecting fund balances in the PX Escrow Deposit and will challenge or accept such recalculations at its sole reasonable discretion taking into account, among other factors, the amount of the recalculation, the probity of the underlying cause of the recalculation and the cost and probative value of challenging the recalculation. Upon its discharge from bankruptcy, the amount In the PX Escrow Deposit available for disbursement to Members will be determined. c) Payments. NCPA may release portions of the ISO and/or PX Escrow Deposits to ABAG POWER from time to time. ABAG POWER will place such amounts in an interest bearing account until all funds have been released or December 31, 2006, whichever is earlier. The City's share will be determined using the Usage Ratio. ABAG will pay City its share of the amount in such accounts at that time. Any payments received by ABAG POWER after such disbursement will be paid to Electric Program Members if, in ABAG POWER's sole discretion, it is cost effective to do so. 6. ABAG POWER's Representations and Warranties. a) ABAG POWER represents and warrants that the descriptions provided in Attachments A, B and C are, to the best of ABAG POWER's knowledge, true and accurate for the purposes of (i) ABAG POWER performing as required under the Wind Up Agreement, and (ii) the Electric Program Members determining the accuracy, fairness and appropriateness of the distribution of funds contemplated by this Agreement. b) In some instances, the operation of the Electric Program may have deviated from the description contained in Attachment B or Attachment C or may omit some factors. ABAG POWER represents and warrants that any such deviations or omissions would not have had a material effect on the amounts to be disbursed or the allocation of those amounts to any individual Member. c) ABAG POWER represents that the analysis provided in Attachment D is, as of April 15, 2004, a fair statement of the risk that the contingent liabilities described in Attachment D will become actual liabilities. However, ABAG POWER neither guaranties the outcome nor represents that such analysis is the Only conclusion that can be reached. d) Only Electric Program Members who execute this Agreement are entitled to rely on the information, representations and warranties set forth in this section and Attachments A through D, inclusive and any exhibits thereto. 7. City Due Diligence and Acceptance of Representations and Warranties. The City has