Common use of Termination by Seller Prior to Commercial Operation Date Clause in Contracts

Termination by Seller Prior to Commercial Operation Date. If Seller terminates this Agreement because of an Event of Default by Buyer prior to the Commercial Operation Date, Seller shall only receive a Termination Payment if the Commercial Operation Date either occurs by the date set forth therefor in Section 3.1(a) (as the same may be extended in accordance with Section 3.1(c)) or would have occurred by such date but for the Event of Default by Buyer giving rise to the termination of this Agreement. In such case, (x) if Seller terminates this Agreement because of an Event of Default by Buyer prior to the Financial Closing Date, the Termination Payment due to Seller shall be equal to the lesser of: (i) all of Seller’s out-of-pocket expenses incurred in connection with the development and construction of the Facility prior to such termination and (ii) the Termination Payment due to Seller shall be calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller; and (y) if Seller terminates this Agreement because of an Event of Default by Buyer on or after the Financial Closing Date, the Termination Payment due to Seller shall be calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller.

Termination by Seller Prior to Commercial Operation Date. If Seller terminates this Agreement because of an Event of Default by Buyer prior to the Commercial Operation Date, Seller shall only receive a Termination Payment if the Commercial Operation Date either occurs by the date set forth therefor in Section 3.1(a) (as the same may be extended in accordance with Section 3.1(c)) or would have occurred by such date but for the Event of Default by Buyer giving rise to the termination of this Agreement. In such case, then (x) if Seller terminates this Agreement because of an Event of Default by Buyer prior to the earlier of (1) Financial Closing Date, and (2) the date that Seller issues a full notice to proceed with construction of the Facility, the Termination Payment due to Seller shall be equal to the lesser of: (i) all of Buyer’s Percentage Entitlement to Seller’s out-of-of- pocket expenses incurred in connection with the development and construction of the Facility prior to such termination and for which Seller has provided adequate documentation to enable Buyer to verify the expense claimed, or (ii) the Termination Payment due to Seller shall be as calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller; and (y) if Seller terminates this Agreement because of an Event of Default by Buyer on or after the earlier of (1) Financial Closing Date, and (2) the date that Seller issues a full notice to proceed with construction of the Facility, the Termination Payment due to Seller shall be calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller.

Termination by Seller Prior to Commercial Operation Date. If Seller terminates this Agreement because of an Event of Default by Buyer prior to the Commercial Operation Date, Seller shall only receive a Termination Payment if the Commercial Operation Date either occurs by on or before the date set forth therefor in Section 3.1(a) (as the same may be extended in accordance with Section 3.1(c)) Guaranteed Commercial Operation Date or would have occurred by such date but for the Event of Default by Buyer giving rise to the termination of this Agreement. In such case, (x) if Seller terminates this Agreement because of an Event of Default by Buyer prior to the Financial Closing Date, the Termination Payment due to Seller shall be equal to the lesser of: (i) all of Buyer’s Percentage Entitlement to Seller’s out-of-pocket expenses incurred in connection with the development and construction of the Facility prior to such termination and for which Seller has provided adequate documentation to enable Buyer to verify the expense claimed, or (ii) the Termination Payment due to Seller shall be as calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller; and (y) if Seller terminates this Agreement because of an Event of Default by Buyer on or after the Financial Closing Date, the Termination Payment due to Seller shall be calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller.

Termination by Seller Prior to Commercial Operation Date. If Seller terminates this Agreement because of an Event of Default by Buyer prior to the Commercial Operation Date, Seller shall only receive a Termination Payment if the Commercial Operation Date either occurs by on or before the date set forth therefor in Section 3.1(a) (as the same may be extended in accordance with Section 3.1(c)) Guaranteed Delivery Term Start Date or would have occurred by such date but for the Event of Default by Buyer giving rise to the termination of this Agreement. In such case, (x) if Seller terminates this Agreement because of an Event of Default by Buyer prior to the Financial Closing Date, the Termination Payment due to Seller shall be equal to the lesser of: (i) all the proportion of Seller’s out-of-pocket expenses incurred in connection with the development and construction of the Facility prior to such termination and for which Seller has provided adequate documentation to enable Buyer to verify the expense claimed equal to the proportion of the total output of the Facility to be purchased by Buyer hereunder, or (ii) the Termination Payment due to Seller shall be as calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller; and (y) if Seller terminates this Agreement because of an Event of Default by Buyer on or after the Financial Closing Date, the Termination Payment due to Seller shall be calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller.

Termination by Seller Prior to Commercial Operation Date. If Seller terminates this Agreement because of an Event of Default by Buyer prior to the Commercial Operation Date, Seller shall only receive a Termination Payment if the Commercial Operation Date either occurs by on or before the date set forth therefor in Section 3.1(a) (as the same may be extended in accordance with Section 3.1(c)) Guaranteed Delivery Term Start Date or would have occurred by such date but for the Event of Default by Buyer giving rise to the termination of this Agreement. In such case, (x) if Seller terminates this Agreement because of an Event of Default by Buyer prior to the Financial Closing Date, the Termination Payment due to Seller shall be equal to the lesser of: (i) all the proportion of Seller’s out-out- of-pocket expenses incurred in connection with the development and construction of the Facility prior to such termination and for which Seller has provided adequate documentation to enable Buyer to verify the expense claimed equal to the proportion of the total output of the Facility to be purchased by Buyer hereunder, or (ii) the Termination Payment due to Seller shall be as calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller; and (y) if Seller terminates this Agreement because of an Event of Default by Buyer on or after the Financial Closing Date, the Termination Payment due to Seller shall be calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller.]

Termination by Seller Prior to Commercial Operation Date. If Seller terminates this Agreement because of an Event of Default by Buyer prior to the Commercial Operation Date, Seller shall only receive a Termination Payment if the Commercial Operation Date either occurs by the date set forth therefor in Section 3.1(a) (as the same may be extended in accordance with Section 3.1(c)) or would have occurred by such date but for the Event of Default by Buyer giving rise to the termination of this Agreement. In such case, then (x) if Seller terminates this Agreement because of an Event of Default by Buyer prior to the earlier of (1) the Financial Closing Date, and (2) the date that Seller issues a full notice to proceed with construction of the Facility, the Termination Payment due to Seller shall be equal to the lesser of: (i) all of Buyer’s Percentage Entitlement to Seller’s out-of-of- pocket expenses incurred in connection with the development and construction of the Facility prior to such termination and for which Seller has provided adequate documentation to enable Buyer to verify the expense claimed, or (ii) the Termination Payment due to Seller shall be as calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller; and (y) if Seller terminates this Agreement because of an Event of Default by Buyer on or after the earlier of (1) Financial Closing Date, and (2) the date that Seller issues a full notice to proceed with construction of the Facility, the Termination Payment due to Seller shall be calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller.

Termination by Seller Prior to Commercial Operation Date. If Seller terminates this Agreement because of an Event of Default by Buyer prior to the Commercial Operation Date, Seller shall only receive a Termination Payment if the Commercial Operation Date either occurs by on or before the date set forth therefor in Section 3.1(a) (as the same may be extended in accordance with Section 3.1(c)) Guaranteed Delivery Term Start Date or would have occurred by such date but for the Event of Default by Buyer giving rise to the termination of this Agreement. In such case, (x) if Seller terminates this Agreement because of an Event of Default by Buyer prior to the Financial Closing Date, the Termination Payment due to Seller shall be equal to the lesser of: (i) all the proportion of Seller’s out-of-pocket expenses incurred in connection with the development and construction of the Facility prior to such termination and for which Seller has provided adequate documentation to enable Buyer to verify the expense claimed equal to the proportion of the total output of the Facility to be purchased by Buyer hereunder, or (ii) the Termination Payment due to Seller shall be as calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller; and (y) if Seller terminates this Agreement because of an Event of Default by Buyer on or after the Financial Closing Date, the Termination Payment due to Seller shall be calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller.]

Termination by Seller Prior to Commercial Operation Date. If Seller terminates this Agreement because of an Event of Default by Buyer prior to the Commercial Operation Date, Seller shall only receive a Termination Payment if the Commercial Operation Date either occurs by on or before the date set forth therefor in Section 3.1(a) (as the same may be extended in accordance with Section 3.1(c)) Guaranteed Commercial Operation Date or would have occurred by such date but for the Event of Default by Buyer giving rise to the termination of this Agreement. In such case, ,then (x) if Seller terminates this Agreement because of an Event of Default by Buyer prior to the earlier of (1) Financial Closing Date, and (2) the date that Seller issues a full notice to proceed with construction of the Facility, the Termination Payment due to Seller shall be equal to the lesser of: (i) all of Buyer’s Percentage Entitlement to Seller’s out-of-pocket expenses incurred in connection with the development and construction of the Facility prior to such termination and for which Seller has provided adequate documentation to enable Buyer to verify the expense claimed, or (ii) the Termination Payment due to Seller shall be as calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller; and (y) if Seller terminates this Agreement because of an Event of Default by Buyer on or after the earlier of (1) Financial Closing Date, and (2) the date that Seller issues a full notice to proceed with construction of the Facility, the Termination Payment due to Seller shall be calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller.

Termination by Seller Prior to Commercial Operation Date. If Seller terminates this Agreement because of an Event of uncured Payment Default or a Bankruptcy Default by Buyer prior to the Commercial Operation Date, Seller shall only receive a Termination Payment if the Commercial Operation Date either occurs by on or before the date set forth therefor in Section 3.1(a) (as the same may be extended in accordance with Section 3.1(c)) Guaranteed Commercial Operation Date or would have occurred by such date but for the Event of such uncured Payment Default or Bankruptcy Default by Buyer giving rise to the termination of this Agreement. In such case, (x) if Seller terminates this Agreement because of an Event of uncured Payment Default or a Bankruptcy Default by Buyer prior to the Financial Closing Date, the Termination Payment due to Seller shall be equal to the lesser of: (i) all Buyer’s Percentage Entitlement of Seller’s out-of-pocket expenses incurred in connection with the development and construction of the Facility prior to such termination and for which Seller has provided adequate documentation to enable Buyer to verify the expense claimed, or (ii) the Termination Payment due to Seller shall be as calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller; and (y) if Seller terminates this Agreement because of an Event of uncured Payment Default or a Bankruptcy Default by Buyer on or after the Financial Closing Date, the Termination Payment due to Seller shall be calculated according to the methodology in Section 9.3(b)(iv), as if the Commercial Operation Date had occurred prior to the date of the termination by Seller. All such amounts shall be determined by Seller in good faith and in a commercially reasonable manner, and Seller shall provide Buyer with a reasonably detailed calculation of the Termination Payment due under this Section 9.3(b)(ii).