Template:Nutshell EUA Annex (d)(vii)

(d)(vii) No Encumbrances
Delivering Party must deliver all Allowances free of all encumbrances and competing interests (the “No Encumbrance Obligation”). If it does not:

(1) This Agreement and all Transactions will continue unaffected.

(2) Following Receiving Party’s written notice of breach and subject to Part (d)(vii)(4), Receiving Party must promptly determine the Encumbrance Loss Amount and notify it to Delivering Party with calculation details. In doing so, Receiving Party need not enter into replacement transactions.

(3) By close on the third Business Day after receiving a valid invoice, Delivering Party must pay Receiving Party the Encumbrance Loss Amount, with interest at the Default Rate. Once paid, the parties will have no further obligations under that Transaction. Receiving Party acknowledges that these are its exclusive remedies for breach of the No Encumbrance Obligation.

(4) Where transfering an Affected Allowance breaches the No Encumbrances Obligation, Delivering Party will only be liable for the Encumbrance Loss Amount if, when it acquired the Affected Allowance, it was not acting in good faith; or:

(A) Receiving Party, has used its best good faith effos to defend a claim from the Original Affected Party, but was unsuccessful; or

(B) Receiving Party, having acted in good faith when buying such Affected Allowance but still suffered a claim (from someone other than the Original Affected Party) for that Affected Allowance, has used all reasonable endeavours to mitigate the Encumbrance Loss Amount.