Common use of Certification of Commercial Operation Date Clause in Contracts

Certification of Commercial Operation Date. Seller shall provide Buyers’ Agent with notice in accordance with Section 13.2 when Seller believes that all conditions precedent to achieving Commercial Operation of the Facility as specified in the definition of “Commercial Operation” have been satisfied. Buyers’ Agent shall either accept the notice, or reject the notice if reasonable cause exists, provided that Buyers’ Agent shall not unreasonably withhold, delay or condition any acceptance of such notice, and in any event shall provide in reasonable detail a written description of the reasons for any rejection. Buyers’ Agent shall in all cases respond to any such notice within fifteen (15) business days after receipt thereof by Buyers’ Agent, and Buyers shall be deemed to have accepted such notice if Buyers’ Agent fails to respond in such time. If Buyers’ Agent rejects the notice, Seller shall promptly correct any defects or deficiencies and resubmit the notice. The Commercial Operation Date shall be deemed to have occurred as of the date of any Seller notice of Commercial Operation that is accepted (or deemed accepted) by Buyers. So long as Seller provides, in good faith, notice to Buyers’ Agent of the achievement of Commercial Operation prior to the Outside Commercial Operation Date, no Buyer may withdraw from this Agreement, and Buyers may not collectively terminate this Agreement under Section 2.3(d) for failure to achieve the Commercial Operation Date under Section 3.4, so long as (a) Buyers’ Agent either (i) accepts such notice or (ii) rejects such notice due to minor defects or deficiencies that do not affect the ability of the Facility to be placed in service and operated in accordance with this Agreement, and (b) Seller promptly corrects such minor defects or deficiencies identified by Buyers’ Agent. In no event shall any extension of the Outside Commercial Operation Date under this Section 3.3 affect the amount of the Contract Price, notwithstanding any tax benefits lost as a result of the delay of the Commercial Operation Date.

Certification of Commercial Operation Date. Seller shall provide Buyers’ Agent Buyer with notice in accordance with Section 13.2 when Seller believes that all conditions precedent to achieving Commercial Operation of the a Facility as specified in the definition of “Commercial Operation” have been satisfied. Buyers’ Agent Buyer shall either accept the notice, or reject the notice if reasonable cause exists, provided that Buyers’ Agent Buyer shall not unreasonably withhold, delay or condition any acceptance of such notice, and in any event shall provide in reasonable detail a written description of the reasons for any rejection. Buyers’ Agent Buyer shall in all cases respond to any such notice within fifteen ten (1510) business days Business Days after receipt thereof delivery by Buyers’ Agent, Seller and Buyers shall be deemed to have accepted such notice if Buyers’ Agent Buyer fails to respond in such time. If Buyers’ Agent Buyer rejects the notice, Seller shall promptly correct any defects or deficiencies and resubmit the notice. The Commercial Operation Date shall be deemed to have occurred as of relate back to the date of any Seller notice of Commercial Operation that is accepted (or deemed accepted) by BuyersBuyer. So long as Seller provides, in good faith, notice to Buyers’ Agent Buyer of the achievement of Commercial Operation prior to the Outside Commercial Operation Date, no Buyer may withdraw from this Agreement, and Buyers may not collectively terminate this Agreement under Section 2.3(d2.4(e) for failure to achieve the Commercial Operation Date Milestone under Section 3.4, 3.6 so long as (a) Buyers’ Agent Buyer either (i) accepts such notice or (ii) rejects such notice due to minor defects or deficiencies that do not affect the ability of the Facility to be placed in service and operated in accordance with this Agreement, and (b) Seller promptly corrects such minor defects or deficiencies identified by Buyers’ AgentBuyer. In no event shall any EXHIBIT C extension of the Outside Commercial Operation Date under this Section 3.3 3.5 affect the amount of the Contract Price, notwithstanding any tax benefits lost as a result of the delay of the Commercial Operation Date.

Certification of Commercial Operation Date. Seller shall provide Buyers’ Agent Buyer with no fewer than thirty (30) days prior written notice in accordance with Section 13.2 when of the date on which Seller believes that all conditions precedent to anticipates achieving Commercial Operation of the Facility as specified in (the definition of “Commercial Operation” have Operation Certificate”), it being mutually agreed that Commercial Operation may occur no earlier than four (4) months prior to the Expected Commercial Operation Date (as such Expected Commercial Operation Date is initially set forth in this Agreement and without taking into account any extensions thereto). Once the Commercial Operation Certificate has been satisfied. Buyers’ Agent shall delivered, Buyer may either accept the notice, or reject the notice if reasonable cause existscertificate, provided that Buyers’ Agent shall Buyer may not unreasonably withhold, delay or condition any acceptance of such noticecertificate, and in any event shall provide in reasonable detail rejection by Buyer must contain a written description with reasonable detail of the Buyer’s reasons for any rejectionsuch rejection (including the element of Commercial Operation that Buyer believes has not been satisfied). Buyers’ Agent Buyer shall in all cases respond to any such notice within fifteen ten (1510) business days Business Days after its receipt thereof by Buyers’ Agent, of the Commercial Operation Certificate and Buyers shall be deemed to have accepted such notice certificate if Buyers’ Agent it fails to respond in within such timetimeframe. If Buyers’ Agent Buyer rejects the noticeCommercial Operation Certificate, Seller shall promptly correct any those defects or deficiencies as required to achieve Commercial Operation and resubmit the noticecertificate. The Commercial Operation Date shall be deemed to have occurred as of be the date of any Seller notice of reflected in the Commercial Operation Certificate that is accepted (or deemed accepted) by BuyersBuyer. So long as Seller provides, in good faith, notice to Buyers’ Agent of the achievement of The Guaranteed Commercial Operation prior to Date shall be extended automatically on a day-for-day basis during the Outside Commercial Operation Date, no Buyer may withdraw from this Agreement, and Buyers may not collectively terminate this Agreement under Section 2.3(d) for failure to achieve period starting upon the day following Seller’s delivery of the Commercial Operation Date Certificate under this Section 4.3 until the first to occur of the date on which Buyer responds to such notice under this Section 4.3 or the Commercial Operation Certificate is deemed accepted, and any Daily Delay Damages otherwise payable under Section 3.4, so long as (a4.2(e) Buyers’ Agent either (i) accepts during such notice or (ii) rejects such notice due to minor defects or deficiencies that do not affect the ability of the Facility to period shall be placed in service and operated in accordance with this Agreement, and (b) Seller promptly corrects such minor defects or deficiencies identified by Buyers’ Agentexcused. In no event shall any extension of the Outside achievement of the Commercial Operation Date under this Section 3.3 affect the amount of the Contract Price, notwithstanding any tax benefits lost as a result of the delay of the Commercial Operation Dateapplicable rates payable by Buyer under this Agreement.

Certification of Commercial Operation Date. Seller shall provide Buyers’ Agent Buyer with notice in accordance with Section 13.2 when Seller believes that all conditions precedent to achieving Commercial Operation of the entire Facility as specified in the definition of “Commercial Operation” in Section 1.1 have been satisfied. Buyers’ Agent shall Buyer may either accept or reject the notice, or reject the notice if reasonable cause exists, provided that Buyers’ Agent shall Buyer may not unreasonably withhold, delay or condition any acceptance of such notice, and in any event shall provide in rejection by Buyer must be reasonable detail and contain a written description with reasonable detail of the Buyer’s reasons for any rejectiontherefor. Buyers’ Agent Buyer shall in all cases respond to any such notice within fifteen twenty (1520) business days after receipt thereof by Buyers’ Agent, Business Days and Buyers shall be deemed to have accepted such notice if Buyers’ Agent it fails to respond in within such timetimeframe. If Buyers’ Agent Buyer rejects the notice, Seller shall promptly correct any defects or deficiencies and resubmit the notice. The Commercial Operation Date shall be deemed to have occurred as of relate back to the date of any Seller notice of Commercial Operation of the entire Facility that is accepted (or deemed accepted) by BuyersBuyer. So long as Seller provides, in good faith, notice to Buyers’ Agent of the achievement of Commercial Operation prior to the Outside Commercial Operation Date, no Buyer may withdraw from this Agreement, and Buyers may not collectively terminate this Agreement under Section 2.3(d) The Milestone Date for failure to achieve the Commercial Operation Date under Section 3.4, so long as shall be extended automatically during the period starting five (a5) Buyers’ Agent either (i) accepts such Business Days following the date of Seller’s delivery of any notice or (ii) rejects such notice due to minor defects or deficiencies that do not affect the ability of the Facility to be placed in service and operated in accordance with this Agreement, and (b) Seller promptly corrects such minor defects or deficiencies identified by Buyers’ Agent. In no event shall any extension of the Outside Commercial Operation Date under this Section 3.3 affect 3.4 until the amount date on which Buyer responds to such notice under this Section 3.4. Any delay liquidated damages otherwise payable under Section 3.5 shall be excused for each day following the date of the Contract Price, notwithstanding any tax benefits lost as a result Seller’s delivery of the delay notice of the Commercial Operation Date.Date under this Section 3.4 until the date on which Buyer responds to such notice under this Section 3.4.‌

Certification of Commercial Operation Date. Seller shall provide Buyers’ Agent Buyer with no fewer than thirty (30) days prior written notice in accordance with Section 13.2 when of the date on which Seller believes that all conditions precedent to anticipates achieving Commercial Operation of the Facility as specified in (the definition of “Commercial Operation” have Operation Certificate”). Once the Commercial Operation Certificate has been satisfied. Buyers’ Agent shall delivered, Buyer may either accept the notice, or reject the notice if reasonable cause existscertificate, provided that Buyers’ Agent shall Buyer may not unreasonably withhold, delay or condition any acceptance of such noticecertificate, and in any event shall provide in reasonable detail rejection by Buyer must contain a written description with reasonable detail of the Buyer’s reasons for any rejectionsuch rejection (including the element of Commercial Operation that Buyer believes has not been satisfied). Buyers’ Agent Buyer shall in all cases respond to any such notice within fifteen ten (1510) business days Business Days after its receipt thereof by Buyers’ Agent, of the Commercial Operation Certificate and Buyers shall be deemed to have accepted such notice certificate if Buyers’ Agent it fails to respond in within such timetimeframe. If Buyers’ Agent Buyer rejects the noticeCommercial Operation Certificate, Seller shall promptly correct any those defects or deficiencies as required to achieve Commercial Operation and resubmit the noticecertificate. The Commercial Operation Date shall be deemed to have occurred as of be the date of any Seller notice of reflected in the Commercial Operation Certificate that is accepted (or deemed accepted) by BuyersBuyer. So long as Seller provides, in good faith, notice to Buyers’ Agent of the achievement of The Guaranteed Commercial Operation prior to Date shall be extended automatically on a day-for-day basis during the Outside Commercial Operation Date, no Buyer may withdraw from this Agreement, and Buyers may not collectively terminate this Agreement under Section 2.3(d) for failure to achieve period starting upon the day following Seller’s delivery of the Commercial Operation Date Certificate under this Section 4.3 until the first to occur of the date on which Buyer responds to such notice under this Section 4.3 or the Commercial Operation Certificate is deemed accepted, and any Daily Delay Damages otherwise payable under Section 3.4, so long as (a4.2(e) Buyers’ Agent either (i) accepts during such notice or (ii) rejects such notice due to minor defects or deficiencies that do not affect the ability of the Facility to period shall be placed in service and operated in accordance with this Agreement, and (b) Seller promptly corrects such minor defects or deficiencies identified by Buyers’ Agentexcused. In no event shall any extension of the Outside achievement of the Commercial Operation Date under this Section 3.3 affect the amount of the Contract Price, notwithstanding any tax benefits lost as a result of the delay of the Commercial Operation Dateapplicable rates payable by Buyer under this Agreement.

Certification of Commercial Operation Date. Seller shall provide Buyers’ Agent Buyer with notice in accordance with Section 13.2 when Seller believes that all conditions precedent to achieving Commercial Operation of the Facility as specified in the definition of “Commercial Operation” in Section 1.1 have been satisfied. Buyers’ Agent Buyer shall either accept the notice, or reject the notice if reasonable cause exists, provided that Buyers’ Agent Buyer shall not unreasonably withhold, delay or condition any acceptance of such notice, and in any event shall provide in reasonable detail a written description of the reasons for any rejection. Buyers’ Agent Buyer shall in all cases respond to any such notice within fifteen thirty (1530) business days after receipt thereof by Buyers’ Agent, and Buyers shall be deemed to have accepted such notice if Buyers’ Agent Buyer fails to respond in such time. If Buyers’ Agent Buyer rejects the notice, Seller shall promptly correct any defects or deficiencies and resubmit the notice. The Commercial Operation Date shall be deemed to have occurred as of relate back to the date of any Seller notice of Commercial Operation that is accepted (or deemed accepted) by BuyersBuyer. So long as Seller provides, in good faith, notice to Buyers’ Agent of the achievement of Commercial Operation prior to the Outside Commercial Operation Date, no Buyer may withdraw from this Agreement, and Buyers may not collectively terminate this Agreement under Section 2.3(d) The Milestone Date for failure to achieve the Commercial Operation Date under Section 3.4, so long as shall be extended automatically during the period starting five (a5) Buyers’ Agent either (i) accepts such Business Days following the date of Seller’s delivery of any notice or (ii) rejects such notice due to minor defects or deficiencies that do not affect the ability of the Facility to be placed in service and operated in accordance with this Agreement, and (b) Seller promptly corrects such minor defects or deficiencies identified by Buyers’ Agent. In no event shall any extension of the Outside Commercial Operation Date COD under this Section 3.3 affect 3.4 until the amount date on which Buyer responds to such notice under this Section 3.4. Any delay liquidated damages otherwise payable under Section 3.6 shall be excused for each day following the date of Seller’s delivery of any notice of COD under this Section 3.4 until the Contract Price, notwithstanding any tax benefits lost as a result of the delay of the Commercial Operation Datedate on which Buyer responds to such notice under this Section 3.4.

Certification of Commercial Operation Date. Seller shall provide Buyers’ Agent with notice in accordance with Section 13.2 14.2 when Seller believes that all conditions precedent to achieving Commercial Operation of the Facility as specified in the definition of “Commercial Operation” have been satisfied. Buyers’ Agent shall either accept the notice, or reject the notice if reasonable cause exists, provided that Buyers’ Agent shall not unreasonably withhold, delay or condition any acceptance of such notice, and in any event shall provide in reasonable detail a written description of the reasons for any rejection. Buyers’ Agent shall in all cases respond to any such notice within fifteen (15) business days Business Days after receipt thereof by Buyers’ Agent, and Buyers shall be deemed to have accepted such notice if Buyers’ Agent fails to respond in such time. If Buyers’ Agent rejects the notice, Seller shall promptly correct any defects or deficiencies and resubmit the notice. The Commercial Operation Date shall be deemed to have occurred as of the date of any Seller notice of Commercial Operation that is accepted (or deemed accepted) by Buyers. So long as Seller provides, in good faith, notice to Buyers’ Agent of the achievement of Commercial Operation prior to the Outside Commercial Operation Date, no Buyer may withdraw (without penalty to such Buyer) from this Agreement, and Buyers may not collectively terminate this Agreement under Section 2.3(d2.4(e) for failure to achieve the Commercial Operation Date Milestone under Section 3.43.6, so long as (a) Buyers’ Agent either (i) accepts such notice or (ii) rejects such notice due to minor defects or deficiencies that do not affect the ability of the Facility to be placed in service and operated in accordance with this Agreement, and (b) Seller promptly corrects such minor defects or deficiencies identified by Buyers’ Agent. In no event shall any extension of the Outside Commercial Operation Date under this Section 3.3 3.5 affect the amount of the Contract Price, notwithstanding any tax benefits lost as a result of the delay of the Commercial Operation Date.