Specified Denied Projects Sample Clauses

Specified Denied Projects. If, with respect to any Specified Project PPA, (i) the Specified Project Condition Date does not occur by June 30, 2012, (ii) a Specified Network Upgrade Trigger occurs, (iii) a Specified Termination Event or Material Specified Action Trigger occurs prior to the Specified Project Condition Date, or (iv) a Maximum Capacity Reduction Trigger occurs prior to the Specified Project Condition Date and Purchaser has not consented to the reduction in Adjusted Specified MW which resulted in the Maximum Capacity Reduction Trigger (any such Specified Project for which an event described in (i), (ii), (iii) or (iv) above, a "Specified Denied Project"), Seller shall have the option (the “Repurchase Option”), which may be exercised with at least five (5) Business Days' prior written notice to Purchaser (a “Repurchase Notice”), to require Purchaser or the applicable Company Subsidiary to convey, assign, transfer and deliver the Equity Interests in the applicable Specified Project Company which owns such Specified Denied Project, and any other assets relating solely (or, in the case where such assets are shared by one or more Specified Projects and the Specified Denied Project, Purchaser shall use commercially reasonable efforts to convey as many of such shared assets as is reasonable) to such Specified Denied Project owned by Purchaser or any of its Affiliates but not owned by such Specified Project, to Seller or its designated Affiliate within five (5) Business Days of receipt of such notice (such date, the “Specified Denied Project Transfer Date”) in accordance with the form of Assignment Agreement attached hereto as Exhibit B (an “Assignment Agreement”), provided that Seller or its designated Affiliate reimburse Purchaser for all reasonable out-of-pocket expenses incurred by Purchaser or its Affiliates (including the Specified Project Company) with respect to such Specified Denied Project, including Specified Environmental Remediation Costs that have been paid by Purchaser (or its Affiliates (including the Specified Project Company), which (A) shall exclude overhead expenses incurred by the Company or the Company Subsidiaries after the Closing Date in connection with the development of such Specified Denied Project, and (B) do not exceed the budgeted amount set forth in Schedule 1.01(c) by more than ten percent (10%), without the prior written approval of Seller.