Common use of Critical Milestones Clause in Contracts

Critical Milestones. Subject to the provisions of Section 3.1(c), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; acquisition of all required real property rights necessary for construction and operation of the Facility, interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; demonstration that the Financial Closing Date has occurred and construction of the Facility has commenced on or before July 1, 2017; and achievement of the Commercial Operation Date by July 1, 2018. Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 per kWh of Contract Maximum Amount for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. [Sections 3.1 to 3.3 apply only to development projects and would not apply to existing facilities] Subject to the provisions of Section Sections 3.1(c) and 3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): receipt of all Permits necessary to construct the Facility, as set forth in Exhibit BF, in final form, by [_________]; acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit BF, by [_________]; closing of the Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced on or before July 1, 2017Network Upgrades by [__________]; and achievement of the Commercial Operation Date by July 1, 2018the Guaranteed Delivery Term Start Date. Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of Credit Support in an amount equal to $10 5,000 per kWh MWh per hour of Contract Maximum Amount for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). Any additional Credit Support provided under this Section 3.1(c) shall be returned to Seller upon the Commercial Operation Date. To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; closing of the Financing or other demonstration that to Buyer’s satisfaction of the Financial Closing Date has occurred financial capability to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Facility has commenced Network Upgrades by [__________] [on or before July 1, 2017______]; and achievement of the Commercial Operation Date by July [___________] [(“Guaranteed Commercial Operation Date”)]. [This date shall not be earlier than January 1, 20182015 [2013 for MA] and not later than December 31, 2020.]. Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 5,000 per kWh MWh per hour of Contract Maximum Amount for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twelve (12) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. ‌ Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; acquisition of all required real property rights necessary for construction and operation of the Facility, Facility and the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility in full and performance of Seller’s obligations under this Agreement final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; demonstration that closing of the Financial Closing Date has occurred Financing adequate for the development and construction of the Facility has commenced on or before July 1other demonstration to Buyer’s satisfaction of the financial capability to construct the Facility, 2017including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Network Upgrades by ; and achievement of the Commercial Operation Date by July 1, 2018(“Guaranteed Commercial Operation Date”). Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of $10 per kWh of Contract Maximum Amount in an amount equal to for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(iv) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed eighteen (18) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestone (Section 3.1(a)(i)) or the Financing Critical Milestone (Section 3.1(a)(iii)). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.

Critical Milestones. Subject to the provisions of Section 3.1(c3.1(d), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date dates set forth in this Section 3.1(a): receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; acquisition of all required real property rights in addition to the federal lease referenced in Section 7.2(m) necessary for construction and operation of the Facility, the interconnection of the Facility to Buyer’s distribution system under the Interconnection Tariff, Interconnecting Utility and performance the construction of Seller’s obligations under this Agreement Network Upgrades in full and final form with all options and/or contingencies having been exercised demonstrating complete site control as set forth on in Exhibit B, by [_________]; demonstration that the achievement of the Financial Closing Date has occurred or other demonstration to Xxxxx’s satisfaction of the financial capability of the Seller to construct the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility to the Interconnecting Utility and construction of the Network Upgrades by [__________]; issuance of a full notice to proceed by Seller to its general contractor and commencement of construction of the Facility has commenced on or before July 1by [__________]; receipt of all Permits necessary to operate the Facility, 2017as set forth in Exhibit B, in final form, by [_________]; and achievement of the Commercial Operation Date by July 1, 2018[___________] (“Guaranteed Commercial Operation Date”). Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires will receive such written notice solely for monitoring purposesto monitor progress toward the Commercial Operation Date, and that nothing set forth in this Agreement Buyer shall create or impose upon Buyer any have no responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six four six-month periods from the applicable dates set forth in Section 3.1(a) by posting additional Development Period Security of in an amount equal to $10 5,000 per kWh MWh per hour of Contract Maximum Amount for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). To the extent a Force Majeure event pursuant to Section 10.1 has occurred that prevents the Seller from achieving the Critical Milestone date for acquisition of real property rights and interconnection (Section 3.1(a)(ii)) or the Commercial Operation Date (Section 3.1(a)(vi)) by the applicable Milestone date, the Critical Milestone Date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates due to Force Majeure events exceed twenty-four (24) months beyond the applicable Milestone date, and further provided, that the Seller shall not have the right to declare a Force Majeure event related to the Permits Critical Milestones (Section 3.1(a)(i) and (v)) or the Financing Critical Milestone (Section 3.1(a)(iii)). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.. Notwithstanding the other provisions of this Agreement, or the rights of Seller under Sections 3.1(c), 3.1(d) and 10.1, in no event shall the Guaranteed Commercial Operation Date be extended beyond [_________].2

Critical Milestones. Subject to the provisions of Section 3.1(c), commencing on the Effective Date, Seller shall develop the Facility in order to achieve the following milestones (“Critical Milestones”) on or before the date set forth in this Section 3.1(a): receipt of all Permits necessary to construct the Facility, as set forth in Exhibit B, in final form, by [_________]; acquisition of all required real property rights necessary for construction and operation of the Facility, interconnection of the Facility to Buyer’s distribution system under the Interconnection TariffInterconnecting Utility, and performance of Seller’s obligations under this Agreement as set forth on Exhibit B, by [_________]; demonstration that of the Financial Closing Date has occurred financial capability (whether through third party financing to Seller or Seller’s own financial assets) to proceed with the development and construction of the Facility, including, as applicable, Seller’s financial obligations with respect to interconnection of the Facility has commenced to the Interconnecting Utility and construction of the Network Upgrades by [___________] [on or before July 1September 30, 20172014]; issuance of a full notice to proceed by Seller to its general construction contractor and commencement of construction of the Facility by [___________] [on or before TBD]; and achievement of the Commercial Operation Date by July 1[___________] [on or before June 30, 20182015]. Seller shall provide Buyer with written notice of the achievement of each Critical Milestone within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Seller acknowledges that Buyer requires such written notice solely for monitoring purposes, and that nothing set forth in this Agreement shall create or impose upon Buyer any responsibility or liability for the development, construction, operation or maintenance of the Facility. In addition to any extension of a date for a Critical Milestone as a result of a Force Majeure under Section 10.1, Seller may elect to extend all of the dates for the Critical Milestones not yet achieved (i) by one year without posting additional Development Period Security and (ii) by up to two additional six month periods by posting additional Development Period Security of $10 [________] [$5 per kWh of Contract Maximum Amount Amount] for each such six-month period. In no event may Seller exercise the right to extend the Critical Milestone dates under this Section 3.1(c) by more than two years, and in no event shall any extension of the Critical Milestone dates as a result of one or more Force Majeure events exceed a cumulative total of an additional twelve (12) months. Any such election shall be made in a written notice delivered to Buyer on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). The Parties agree that time is of the essence with respect to the Critical Milestones and is part of the consideration to Buyer in entering into this Agreement.