Common use of Project Payment Clause in Contracts

Project Payment. (a) The Purchase Price shall be paid on a per Project basis (“Project Payment”), based on the satisfaction by Seller, at its sole cost and expense, except as set forth in this Agreement, of certain Project Milestones with regard to such Project. The Project Milestones are as follows: (1) Seller’s delivery of the current and existing Development Documents for such Project via a DropBox program; (2) Seller’s delivery of the Notice of Completeness for such Project; (3) Seller’s completion of its Conditions Precedent for such Project; (4) Seller obtains the “final” building permit from the relevant building department and Buyer has mobilized for construction; (5) (a) there has been no material adverse change in such Project as a result of the actions or inactions of the Seller with respect to its responsibilities and Seller shall have performed in all material respects all of the agreements and complied in all material respects with all of the covenants required hereby to be performed by it with respect to such Project, including, without limitation, the satisfaction of the Conditions Precedent and the obligations under Section 8.9 with respect to such Project; (b) the representations and warranties of Seller set forth in Article 6 of this Agreement shall be true and correct in all material respects as of the date thereof as if made as of such time and (c) such Project has not been terminated by agreement of the parties; (6) The occurrence of the Project Transfer Date and Consent by the applicable Utility to the transfer of the Power Purchase Agreement for such Project from Seller to Buyer. (7) the earlier of (a) Buyer’s completion of construction and interconnection of such Project with the serving Utility; or (b), provided that such Project has not been terminated by agreement of the parties or a failure of the Seller to perform its obligations under Milestones 1-5 above, the first annual anniversary of the issuance of NTP for such Project. (b) If any amount of the Cash Advance remains outstanding then, within seven (7) days after written notice by Seller to Buyer and Escrow Holder asserting satisfaction by Seller of Project Milestones 1–5, as set forth above for any Project, which notice shall include reasonable written evidence of the satisfaction of such Project Milestones, Buyer shall confirm Seller’s satisfaction of Project Milestones 1-5, and if confirmed shall credit one hundred percent (100%) of the Project Payment towards the Cash Advance as set forth in Section 2.2.2(d) above. Notwithstanding the foregoing, in the event that Consents for the transfer of Power Purchase Agreements for 1 MW or more of Projects is denied by any Utility, then upon notice from Buyer to Seller and Escrow Holder, crediting of Purchase Payments for Projects within the jurisdiction of that Utility shall occur upon the satisfaction of Project Milestone 6, until such time as less than 1MW of Projects have denied Consents outstanding with such Utility. In such event, and during such period, within seven (7) days after written notice by Seller to Buyer and Escrow Holder asserting satisfaction by Seller of Project Milestones 1-6, as set forth above for any Project, which notice shall include reasonable written evidence of the satisfaction of such Project Milestones, Buyer shall confirm Seller’s satisfaction of Project Milestones 1-6, and if confirmed shall credit one hundred percent (100%) of the Project Payment towards the Cash Advance as set forth in Section 2.2.2(d) above. (c) If the Cash Advance has been completely repaid and the Cash Advance Balance is zero dollars ($0), then: (i) Within seven (7) days after written notice by Seller to Buyer and Escrow Holder asserting satisfaction by Seller of Project Milestones 1–6, as set forth above, for any Project, which notice shall include reasonable written evidence of the satisfaction of such Project Milestones, Buyer shall confirm Seller’s satisfaction of Project Milestones 1-6 and if confirmed shall deposit one hundred percent (100%) of the Project Payment for such Project with Escrow Holder for deposit in the Escrow Account. Upon written confirmation from Escrow Holder to Seller that Escrow Holder unconditionally holds the full amount of the applicable Project Payment for application in the manner set forth in Section 2.2.3(c)(ii) and (iii) below, Seller shall provide to Escrow Holder written instruction to release the applicable Project Payment. (ii) Upon receipt by Escrow Holder of the notice from Seller authorizing the release of the Project Payment for the applicable Project, Escrow Holder shall immediately (1) release to Seller seventy-five percent (75%) of the Project Payment with respect to the Project, and (2) in accordance with the terms of Section 2.2.3(c)(iii) below, continue to hold the remaining twenty-five percent (25%) of the Project Payment for such Project for distribution in accordance with the terms of Section 2.2.3(c)(iii) of this Agreement. (iii) With respect to the payment of the remaining twenty five percent (25%) of the Purchase Price for any applicable Project, within seven (7) days after written notice by Seller to Buyer and Escrow Holder asserting satisfaction by Seller of Project Milestone 7, as set forth above, for any Project, which notice shall include reasonable written evidence of the satisfaction of such Project Milestone, Escrow Holder shall release to Seller the remaining twenty-five percent (25%) of the Project Payment for such Project. (d) Notwithstanding the foregoing, Buyer shall not be obligated to make a Project Payment under Section 2.2.3, and Seller shall not be entitled to obtain Project Payment credits or disbursements under this Section 2.2.3 during any time that Buyer has noticed an Event of Default which has not been cured as provided in Section 10.2.1.

Project Payment. (a) The Purchase Price shall be paid on a per Project basis (“Project Payment”), based on the satisfaction by Seller, at its sole cost and expense, except as set forth in this Agreement, of certain Project Milestones with regard to such Project. The Project Milestones Milestone are as follows: (1) Seller’s delivery of the current and existing Development Documents for such Project via a DropBox program; (2) Seller’s delivery of the Notice of Completeness for such Project; (3) Seller’s completion of its Conditions Precedent for such Project; (4) Seller obtains the “final” building permit from the relevant building department and Buyer has mobilized for construction; (5) (a) there has been no material adverse change in such Project as a result of the actions or inactions of the Seller with respect to its responsibilities and Seller shall have performed in all material respects all of the agreements and complied in all material respects with all of the covenants required hereby to be performed by it with respect to such Project, including, without limitation, the satisfaction of the Conditions Precedent and the obligations under Section 8.9 with respect to such Project; (b) the representations and warranties of Seller set forth in Article 6 of this Agreement shall be true and correct in all material respects as of the date thereof as if made as of such time and (c) such Project has not been terminated by agreement of the parties; (6) The occurrence of the Project Transfer Date and Consent by the applicable Utility to the transfer of the Power Purchase Agreement for such Project from Seller to Buyer. (7) the earlier of (a) Buyer’s completion of construction and interconnection of such Project with the serving Utility; or (b), provided that such Project has not been terminated by agreement of the parties or a failure of the Seller to perform its obligations under Milestones 1-5 above, the first annual anniversary of the issuance of NTP for such Project. (b) If any amount of the Cash Advance remains outstanding then, within Within seven (7) days after written notice by Seller to Buyer and Escrow Holder asserting satisfaction by Seller of Project Milestones 1–5, as set forth above for any Project, which notice shall include reasonable written evidence of the satisfaction of such Project Milestones, Buyer shall confirm Seller’s satisfaction of Project Milestones 1-5, and if confirmed shall credit one hundred percent (100%) of the Project Payment towards the Cash Advance as set forth in Section 2.2.2(d) above. Notwithstanding the foregoing, in the event that Consents for the transfer of Power Purchase Agreements for 1 MW or more of Projects is denied by any Utility, then upon notice from Buyer to Seller and Escrow Holder, crediting of Purchase Payments for Projects within the jurisdiction of that Utility shall occur upon the satisfaction of Project Milestone 6, until such time as less than 1MW of Projects have denied Consents outstanding with such Utility. In such event, and during such period, within seven (7) days after written notice by Seller to Buyer and Escrow Holder asserting satisfaction by Seller of Project Milestones 1-6, as set forth above for any Project, which notice shall include reasonable written evidence of the satisfaction of such Project Milestones, Buyer shall confirm Seller’s satisfaction of Project Milestones 1-6, and if confirmed shall credit one hundred percent (100%) of the Project Payment towards the Cash Advance as set forth in Section 2.2.2(d) above. (c) If the Cash Advance has been completely repaid and the Cash Advance Balance is zero dollars ($0), then: (i) Within seven (7) days after written notice by Seller to Buyer and Escrow Holder asserting satisfaction by Seller of Project Milestones 1–6, as set forth above, for any Project, which notice shall include reasonable written evidence of the satisfaction of such Project Milestones, Buyer shall confirm Seller’s satisfaction of Project Milestones 1-6 5 and if confirmed shall deposit one hundred percent (100%) of the Project Payment for such Project with Escrow Holder for deposit in the Escrow Account. Notwithstanding the foregoing, the Project Payment shall be subject to the Cash Advance crediting provisions set forth in Section 2.2.2(d) above. Upon written confirmation from Escrow Holder to Seller that Escrow Holder unconditionally holds the full amount of the applicable Project Payment (subject to the Cash Advance crediting provisions set forth in Section 2.2.2(d) above) for application in the manner set forth in Section 2.2.3(c)(ii) and (iii2.2.3(c) below, Seller shall provide to Escrow Holder written instruction a release its security interest under the Security Agreement in the Project and all related Acquired Assets to release the extent that they relate solely to the applicable Project PaymentProject. (iic) Upon receipt by Escrow Holder of a release by Seller of its security interest under the notice from Seller authorizing the release of Security Agreement in the Project Payment for and all related Acquired Assets that relate solely to the applicable Project, Escrow Holder shall immediately (1) release to Seller seventy-five percent (75%) of the Project Payment with respect to the Project, and (2) in accordance with the terms of Section 2.2.3(c)(iii2.2.3(d) below, release or continue to hold hold, as applicable, the remaining twenty-five percent (25%) of the Project Payment for such Project for distribution in accordance with the terms of Section 2.2.3(c)(iii2.2.3(d) of this Agreement. Notwithstanding the foregoing, the Project Payment shall be subject to the Cash Advance crediting provisions set forth in Section 2.2.2(d) above. (iiid) With respect to the payment of the remaining twenty five percent (25%) of the Purchase Price for any applicable Project: (i) If there is no Cash Advance balance then outstanding after first accounting for the payment of the seventy five percent (75%) of the Purchase Price with respect to the Project pursuant to Section 2.2.3(c) above, within seven (7) days after written notice by Seller to Buyer and Escrow Holder asserting satisfaction by Seller of Project Milestone 76, as set forth above, for any Project, which notice shall include reasonable written evidence of the satisfaction of such Project Milestone, Escrow Holder shall release to Seller the remaining twenty-five percent (25%) of the Project Payment for such Project.. Notwithstanding the foregoing, the Project Payment shall be subject to the Cash Advance crediting provisions set forth in Section 2.2.2(d) above; or (dii) If there is a Cash Advance balance then outstanding after first accounting for the payment of the seventy five percent (75%) of the Purchase Price with respect to the Project pursuant to Section 2.2.3(c) above, then Seller shall be paid the lesser of (a) the remaining twenty five percent (25%) of the Purchase Price or (b) the amount of the Cash Advance balance concurrently with the payment of the seventy five percent (75%) of the Purchase Price with respect to such Project pursuant to Section 2.2.3(c) above, with the payment of such portion of the Purchase Price pursuant to this Section 2.2.3(d)(ii) entirely in the form of a credit against the Cash Advance balance and which shall reduce the Cash Advance balance by the amount of the credit. If the Cash Advance balance is completely eliminated pursuant to the preceding sentence prior to payment in full of the entire remaining twenty five percent (25%) of the Purchase Price, then any remaining portion of the Purchase Price shall be paid in the manner provided in Section 2.2.3(d)(i) above (e) Notwithstanding the foregoing, Buyer shall not be obligated to make a Project Payment under Section 2.2.32.2.3(b), and Seller shall not be entitled to obtain Project Payment credits or disbursements under this Section 2.2.3 2.2.3(c) and Section 2.2.3(d) during any time that Buyer has noticed an Event of Default which has not been cured as provided in Section 10.2.1.