Milestone Requirement Clause Samples
A Milestone Requirement clause defines specific tasks, deliverables, or achievements that must be completed by certain dates during the course of a project or contract. It typically outlines what constitutes a milestone, the criteria for completion, and the consequences of failing to meet these milestones, such as delayed payments or potential breach of contract. This clause ensures that progress is measurable and that both parties are aligned on expectations, helping to manage project timelines and reduce the risk of misunderstandings or delays.
Milestone Requirement. For the purposes of:
Milestone Requirement the Developer fails to fulfil the Milestone Requirement(s) before the Milestone Delivery Date. The Milestone Delivery Date will be adjusted day-for-day for any delays that occur due to [relevant events that trigger an adjustment to be determined]6; (c) Longstop Date: the Developer fails to satisfy the Operational Conditions Precedent by a specified "Longstop Date". The Longstop Date will be adjusted day-for-day for any delays that occur due to [relevant events that trigger an adjustment to be determined]7; (d) Default Termination Event prior to the Start Date: at any time prior to the Start Date, a Default Termination Event has occurred and is continuing; and 5 Note to Reader: Further Operational Conditions Precedent may be required. The above Operational Conditions Precedent are preliminary only. DESNZ is considering the full list of Operational Conditions Precedents and whether the Operational Conditions Precedents will vary between retrofit and new-build projects. 6 Note to Reader: DESNZ is considering the relevant events that trigger an adjustment to the Milestone Requirements further.
Milestone Requirement. 7.1 Milestone satisfaction
(a) No later than the Milestone Delivery Date, the Emitter shall notify the ICC Contract Counterparty (a "Milestone Requirement Notice") that the Emitter considers that it has complied with and fulfilled a Milestone Requirement. A Milestone Requirement Notice shall include either:
(i) such invoices, payment receipts and other Supporting Information with respect to the Project as the Emitter considers relevant to evidence that it and its direct shareholders have in aggregate spent 10 per cent. (10%) or more of the Total Project Pre-Commissioning Costs on the Project; or
(ii) such Information as is specified, identified or listed as the Project Commitments and such Supporting Information as the Emitter considers relevant to evidence compliance with or fulfilment of the Project Commitments (and for this purpose, where the Project Commitments relate to Material Equipment, taking into consideration the need to demonstrate to the ICC Contract Counterparty's satisfaction that contracts, agreements and purchase orders relating to such Material Equipment constitute significant financial commitments that are real, genuine and made in good faith), (each, a "Milestone Requirement").
(b) A Milestone Requirement Notice shall be accompanied by a Directors' Certificate in relation to the information contained in, and enclosed with, the Milestone Requirement Notice.
Milestone Requirement the Producer fails to fulfil the Milestone Requirement before the Milestone Delivery Date. The Milestone Delivery Date will be adjusted day-for-day for any delays that occur due to Force Majeure (and potentially other events outside the Producer's control to be specified); (c) Longstop Date: the Producer fails to satisfy the Operational Conditions Precedent by a specified "Longstop Date". The Longstop Date will be adjusted day-for-day for any delays that occur due to Force Majeure (and potentially other events outside the Producer's control to be specified); (d)
Milestone Requirement. [This will need to be kept under review as the Milestone Requirement is developed/defined. However, BEIS' initial views are that this may need to be adapted for CaaS Co arrangements if it is CaaS Co who is responsible for satisfying the requirement in practice.]
Milestone Requirement. 4.1 Condition [1.1] is amended by:
(a) adding the following words to the end of the definition of "Contractor": "(which, for the avoidance of doubt, shall include the CaaS Co)";
(b) deleting the words "two (2) directors of the Emitter or one (1) director of the Emitter" in the definition of "Directors' Certificate" and replacing them with the words "two (2) directors of the Emitter or of the CaaS Co (as applicable) or one (1) director of the Emitter or of the CaaS Co (as applicable)"; and
(c) deleting the words "that is not a holding company or subsidiary of the Emitter or a Representative of any such party or the Emitter" in the definition of "Directors' Certificate" and replacing them with the words "that is not a holding company or subsidiary of the Emitter or the CaaS Co (as applicable) or a Representative of any such party or the Emitter or the CaaS Co (as applicable)".
4.2 Condition [4] is amended by:
(a) deleting the words "that the Emitter considers that it has complied with and fulfilled" in Condition [4.1] and replacing them with the words "that the Emitter considers that it (and/or, if applicable, the CaaS Co) has complied with and fulfilled";
(b) deleting the words "as the Emitter considers relevant to evidence that it and its direct shareholders have in aggregate spent" in Condition [4.1(A)] and replacing them with the words "as the Emitter considers relevant to evidence that it and its direct shareholders and/or (if applicable) the CaaS Co and its direct shareholders have in aggregate spent";
(c) deleting the words "money spent by a direct shareholder of the Emitter to acquire an interest in the Emitter" in Condition [4.1
(i) and replacing them with the words "money spent by a direct shareholder of the Emitter and/or the CaaS Co to acquire an interest in the Emitter or the CaaS Co (as applicable)";
(d) deleting the words "exceeds the amount spent on the Project by the Emitter and its direct shareholders" in Condition [4.1(i)] and replacing them with the words "exceeds 56 Note to Reader: BEIS is considering whether a similar amendment will be required to Paragraph [3] of Part [B] of Annex [1] (Conditions Precedent).
(e) deleting the words "money spent by the Emitter for the purpose of connecting the Installation to any relevant T&S Network" in Condition [4.1(ii)] and replacing them with the words "money spent by the Emitter and/or the CaaS Co (as applicable) for the purpose of connecting the Installation to the T&S Network";
(f) deleting the w...
Milestone Requirement. At all times, prior to the occurrence of the Phase 3 Event, Borrower shall be required to (i) achieve the Milestone Event, and (ii) maintain unrestricted and unencumbered cash in accounts in the name of Borrower with Bank in an aggregate amount of greater than Twenty Million Dollars ($20,000,000.00) ((i) and (ii) collectively, the “Milestone Requirement”). If Borrower fails to comply with the Milestone Requirement (which failure in and of itself is not an Event of Default) (the “Trigger Event”), Borrower shall immediately deposit into the Cash Collateral Account unrestricted and unencumbered cash in an amount of at least one hundred percent (100.0%) of the outstanding Obligations of Borrower to Bank (other than Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement) as of the date of the Trigger Event (as determined by Bank), to secure all of the Obligations of Borrower to Bank (other than Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement) (a “Cash Collateralization”). For the avoidance of doubt, the receipt by Borrower of negative data for the PRISM Trial, as determined by Bank in its sole and absolute discretion, constitutes a Trigger Event. Borrower hereby authorizes and directs Bank to transfer to the Cash Collateral Account an amount equal to one hundred percent (100.0%) of the outstanding Obligations of Borrower to Bank (other than Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement) as of the date of the Trigger Event (as determined by Bank) if Borrower fails to effect a Cash Collateralization as required under this Section 6.11, it being understood that the foregoing authorization shall constitute an immediate Cash Collateralization, irrespective of any delay by Bank in effecting such transfer, to the extent that sufficient Borrower funds are then available for Bank to effect such transfer. Borrower further authorizes Bank, at the election of Bank, in Bank’s sole and absolute discretion, to apply the funds held in the Cash Collateral Account on account of the outstanding Obligations of Borrower to Bank (the “Paydown Payment”). For the avoidance of doubt, the Paydown Payment shall not be subject to the Prepayment Premium. Notwithstanding the foregoing, upon Bank’s receipt of evidence from Borrower, satisfactory to Bank in its sole and absolute dis...
Milestone Requirement the Producer fails to fulfil the Milestone Requirement before the Milestone Delivery Date (twelve (12) months after the Agreement Date). The Milestone Delivery Date will be adjusted day-for-day for any unavoidable delays that occur due to Force Majeure and, where applicable, delays by the relevant authority in establishing an electricity grid connection and/or a water connection; (d) Longstop Date: the Producer fails to satisfy the Operational Conditions Precedent by the Longstop Date (twelve (12) months following the final day of the Target Commissioning Window). The Longstop Date will be adjusted day-for-day for any unavoidable delays that occur due to Force Majeure and, where applicable, delays by the relevant authority in establishing an electricity grid connection and/or a water connection; and (e) Producer Default Termination: a Termination Event (as summarised in item 7.3 (Producer Default Termination))