Common use of Completion test Clause in Contracts

Completion test. (a) The Seller may, from time to time, provide the Purchaser with written notice (a “Completion Test Notice”) that the Project Owner intends to undertake a Completion Test. Each Completion Test Notice shall specify the Completion Period for the Completion Test and shall be provided to the Purchaser no later than 10 Business Days prior to the commencement of such Completion Period. Notwithstanding the foregoing, once the Seller has provided a Completion Test Notice to the Purchaser, the Seller shall not be permitted to provide another Completion Test Notice to the Purchaser until the Completion Period specified in the first mentioned Completion Test Notice has commenced. The Purchaser shall be entitled to have representatives present during any Completion Test in accordance with Section 7.5. Solely with respect to the Completion Tests contemplated in Section 5.2, no Completion Test Period may overlap with another Completion Test Period. Solely with respect to the Completion Tests contemplated in Section 5.3, no Completion Test Notices shall be required to be delivered and such Completion Tests will be conducted on a rolling basis and the related Completion Test Periods shall accordingly overlap with other Completion Test Periods. For greater certainty, for purposes of the Completion Tests contemplated in Section 5.3, notwithstanding the non-delivery of any Completion Test Notices, every 90 consecutive calendar day period shall be deemed to be a Completion Period. (b) No later than 15 days following (i) the conclusion of any Completion Period with respect to the Completion Tests contemplated in Section 5.2 and (ii) the end of each month following the Outside Completion Date, to the extent that the Completion Tests contemplated in Section 5.3 are being undertaken, the Seller shall provide the Purchaser with a certificate signed by an authorized representative of the Seller setting out the Project Owner’s calculation of the Average Throughput Rates for such Completion Period (or part thereof), including (i) with respect to the Completion Tests contemplated in Section 5.2, the size of any working inventory of Minerals from the Underground Mine at the commencement and end of the Completion Period and (ii) with respect to any Completion Tests contemplated in Section 5.3 that are being undertaken, the size of any working inventory of Minerals from the Underground Mine at the end of each such month. For greater certainty, the Project Owner may terminate a Completion Test prior to the conclusion of the relevant Completion Period, and in such event the Seller shall provide the Purchaser with written notice of such termination no later than two Business Days after such termination.