Provide a continuation for this: SUPPLY OF PRODUCTS & SERVICES 1.1 Sale of Products & Services. (a) The HOF Entities shall consult with Constellation to develop a comprehensive energy strategy with respect to the Products & Services listing in Exhibit A, which reflects sustainable product solutions, competitive market pricing (incorporating completion of the Supplier Component Questionnaire in the form of Exhibit B hereof for the applicable HOF Entity or affiliate), periodic reporting and analytics, regulatory/market intelligence and infrastructure services and equipment.
Source: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020
(b) The HOF Entities or their affiliates shall, during the Term (as defined below), purchase from Constellation, and Constellation shall sell to the HOF Entities and/or their affiliates, as applicable, such Products & Services as shall be requested by an HOF Entity or its affiliates, in each case at the applicable Market Prices for such Products & Services and on competitive terms. For purposes of this Section 1.1(b), (i) the "Market Price" of any Products & Services shall mean the price for such Products & Services established by Constellation as the competitive market price at which such Products & Services are to be made available to Constellation's customers with a similar anticipated load profile within a specified utility service territory. Constellation shall invoice the applicable HOF Entity or its appropriate affiliate for all Products & Services purchased by such HOF Entity or its appropriate affiliate pursuant to the applicable Second Level Agreement (as defined below). In the event that the purchaser of Products & Services pursuant to this Article 1 is an affiliate of an HOF Entity (but not an HOF Entity), such affiliate shall be subject to Constellation's credit approval of such affiliate as the contracting entity. In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services. (c) The Parties agree and acknowledge that neither HOF Entity or any of its respective affiliates shall be subject to any individual minimum purchase requirement (whether in terms of price, quantity or any other criteria) under this Agreement with respect to the Products & Services, but the HOF Entities and their respective affiliates remain subject to the aggregate EME financing pursuant to Section 2.4 during the Term. (d) All purchases of Products & Services from Constellation by the HOF Entities or their respective affiliates pursuant to this Agreement shall be made pursuant to a separate agreement executed between an HOF Entity or affiliate and Constellation which may include a master retail electricity supply agreement in substantially the form of Exhibit C-1, master retail natural gas supply agreement in substantially the form of Exhibit C-2, transaction confirmation in substantially the form of Exhibit C-3 or similar document or agreement (each, a "Second Level Agreement"). In the event of any conflict or inconsistency between this Agreement and any Second Level Agreement negotiated after execution of this Agreement and not substantially in the form attached hereto, this Agreement shall control except to the extent that the Second Level Agreement expressly refers to this Agreement and states that the specific provision thereof shall be deemed to amend and supersede a specifically identified provision hereof (in which case such specific provision of the Second Level Agreement shall control over such specifically identified provision hereof). 1.2 Title and Risk of Loss. With respect to the Products & Services delivered by Constellation to an HOF Entity (or its affiliates), title and risk of loss will pass as set forth in the applicable Second Level Agreements. 1.3 Delivery; Acceptance. With respect to the Products & Services delivered by Constellation to an HOF Entity (or its affiliates), delivery and acceptance will be governed by the applicable Second Level Agreements. 1.4 Warranty. Constellation's standard warranty as stated in the applicable Second Level Agreement (the "Warranty") shall apply to all purchases of Products & Services made pursuant to this Agreement. Without limiting the Warranty, Constellation represents, warrants and covenants that all Products & Services delivered in connection with this Agreement or any Second Level Agreement will be and will have been produced and/or provided in compliance with all applicable laws.
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Source: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020