Common use of Certification as Precondition to Payment Clause in Contracts

Certification as Precondition to Payment. The following shall be conditions to the obligation of the Province to pay the Instalments: (a) the obligation of the Province to make payment of Instalments upon a Recipient achieving its respective Project Milestones shall be conditional on such Recipient delivering to the Province a request for payment accompanied by: (i) certification by an independent engineering firm (the “Independent Engineer”) selected by the Province in consultation with the Recipients, both acting reasonably, that the Project Milestone has been achieved; and (ii) a detailed line item statement (by category) of Project Costs and Project Revenues of such Recipient together with certification as contemplated by Section 7.7 of such Project Costs and Project Revenues and of the total Other Public Funding that has been paid or has become payable in respect of the Project to such Recipient, all as of the date of certification by the Independent Engineer pursuant to subclause (i) above; (b) the obligation of the Province to make payment of an Instalment upon a Recipient achieving Commercial Operation shall be conditional on such Recipient delivering to the Province a request for payment accompanied by: (i) certification by the Independent Engineer that: (A) Commercial Operation has been achieved by such Recipient; and (B) the facilities of such Recipient have been constructed, installed and completed substantially in accordance with their design specifications as described in the Project Plan and as set out in any design specifications developed in accordance with the Project Plan; (ii) a detailed line item statement (by category) of Project Costs and Project Revenues of such Recipient, together with certification as contemplated by Section 7.7 of such Project Costs and Project Revenues and of the total Other Public Funding that has been paid or has become payable in respect of the Project to such Recipient, all as of the date of certification by the Independent Engineer pursuant to subclause (i) above; (c) the obligation of the Province to make payment of any Instalment described in Section 4.2(e) shall be conditional on the respective Recipient delivering to the Province a request for payment accompanied by a detailed line item statement (by category) of Project Costs and Project Revenues of such Recipient, together with certification as contemplated by Section 7.7 of such Project Costs and Project Revenues and of the total Other Public Funding that has been paid or has become payable in respect of the Project to such Recipient, all as of the date of such certification; (d) the obligation of the Province to make payment of any annual Instalment described in Section 4.2(f) shall be conditional on the Recipients delivering to the Province a request for payment accompanied by: (i) certification by: (A) a “third party auditor” within the meaning and for the purposes set out in the Specified Gas Emitters Regulation, A.R. 139/2007, as may be amended or replaced from time to time, or (B) another person as may be mutually agreed by the Parties, as to the mass of carbon dioxide (as measured in tonnes): (C) that has been captured and delivered from the NWU plant facility (as identified in the Project Plan), or any replacement facility as contemplated by Section 6.6(d) of this Agreement, to Enhance’s pipeline (as identified in the Project Plan) in the immediately preceding year (calculated from the applicable anniversary date of the Enhance Commercial Operation Date), (D) that has been injected into the target geological formation (as identified in the Project Plan) through the Project in such year, and (E) that has escaped or is extracted from the subsurface during such year; as determined in accordance with the measurement, monitoring and verification plan described in Section 3.7; (ii) a detailed line item statement (by category) of Project Costs and Project Revenues for each Recipient, together with certification as contemplated by Section 7.7 of such Project Costs and Project Revenues and of the total Other Public Funding that has been paid or has become payable in respect of the Project to each Recipient, all as of the applicable anniversary date of the Enhance Commercial Operation Date; and (iii) a joint written direction from the Recipients with respect to the allocation of the annual Instalment set out in Section 4.2(f) between them together with an explanation of the basis for such allocation. Following execution of this Agreement, the Parties shall engage in discussions with a view to arranging in advance the selection and retainer of the Independent Engineer and “third party auditor” (collectively referred to in this Section 4.3 as the “Independent Verifiers”). The Parties shall do all things reasonably necessary to facilitate completion of the work of the Independent Verifiers, including without limitation the Recipients providing to the Independent Verifiers all access and information as may be required in order for the Independent Verifiers to carry out their functions as set out in clauses (a)(i), (b)(i) and (d)(i) above, as applicable. The fees of the Independent Verifiers to carry out such functions shall be borne solely by the Province.

Certification as Precondition to Payment. The following shall be conditions to the obligation of the Province to pay the Instalments: (a) the obligation of the Province to make payment of Instalments upon a Recipient the Recipients achieving its the respective Project Milestones shall be conditional on such Recipient the Project Operator delivering to the Province a request for payment accompanied by: (i) certification by an independent engineering firm (the “Independent Engineer”) selected by the Province in consultation with the RecipientsProject Operator, both acting reasonably, that the Project Milestone has been achieved; and (ii) a detailed line item statement (by categorycategory as set out in Schedule “E”) of Project Costs and Project Revenues of such Recipient together with certification as contemplated by Section 7.7 of such Project Costs and Project Revenues and of Revenues, as well as the total of Other Public Funding that has been paid or has become payable in respect of the Project to such Recipient, all as of the date of certification by the Independent Engineer pursuant to subclause (i) aboveProject; (b) the obligation of the Province to make payment of an Instalment upon a Recipient the Recipients achieving Commercial Operation shall be conditional on such Recipient the Project Operator delivering to the Province a request for payment accompanied by: (i) certification by the Independent Engineer that: (A) that Commercial Operation has been achieved by such Recipientachieved; and (B) the facilities of such Recipient have been constructed, installed and completed substantially in accordance with their design specifications as described in the Project Plan and as set out in any design specifications developed in accordance with the Project Plan; (ii) a detailed line item statement (by categorycategory as set out in Schedule “E”) of Project Costs and Project Revenues of such RecipientRevenues, together with certification as contemplated by Section 7.7 of such Project Costs and Project Revenues and of Revenues, as well as the total of Other Public Funding that has been paid or has become payable in respect of the Project to such Recipient, all as of the date of certification by the Independent Engineer pursuant to subclause (i) aboveProject; (c) the obligation of the Province to make payment of any Instalment described in Section 4.2(e) shall be conditional on the respective Recipient delivering to the Province a request for payment accompanied by a detailed line item statement (by category) of Project Costs and Project Revenues of such Recipient, together with certification as contemplated by Section 7.7 of such Project Costs and Project Revenues and of the total Other Public Funding that has been paid or has become payable in respect of the Project to such Recipient, all as of the date of such certification; (d) the obligation of the Province to make payment of any annual Instalment described in Section 4.2(f4.2(e) shall be conditional on the Recipients Project Operator delivering to the Province a request for payment accompanied by: (i) certification by: by (A) a “third party auditor” within the meaning and for the purposes set out in the Specified Gas Emitters Regulation, A.R. 139/2007, as may be amended or replaced from time to time, or (B) another person as may be mutually agreed by the Parties, as to the mass of carbon dioxide (as measured in tonnes): (C) that has been captured and delivered from the NWU plant facility (as identified in the Project Plan), or any replacement facility as contemplated by Section 6.6(d) of this Agreement, to Enhance’s pipeline (as identified in the Project Plan) in the immediately preceding year (calculated from the applicable anniversary date of the Enhance Commercial Operation Date), (D) that has been injected into the target geological formation (as identified in the Project Plan) through the Project in such year, and (E) that has escaped or is extracted from the subsurface during such year; as determined in accordance with the measurement, monitoring and verification plan described in Section 3.7; (ii) a detailed line item statement (by category) of Project Costs and Project Revenues for each Recipient, together with certification as contemplated by Section 7.7 of such Project Costs and Project Revenues and of the total Other Public Funding that has been paid or has become payable in respect of the Project to each Recipient, all as of the applicable anniversary date of the Enhance Commercial Operation Date; and (iii) a joint written direction from the Recipients with respect to the allocation of the annual Instalment set out in Section 4.2(f) between them together with an explanation of the basis for such allocation. Following execution of this Agreement, the Parties shall engage in discussions with a view to arranging in advance the selection and retainer of the Independent Engineer and “third party auditor” (collectively referred to in this Section 4.3 as the “Independent Verifiers”). The Parties shall do all things reasonably necessary to facilitate completion of the work of the Independent Verifiers, including without limitation the Recipients providing to the Independent Verifiers all access and information as may be required in order for the Independent Verifiers to carry out their functions as set out in clauses (a)(i), (b)(i) and (d)(i) above, as applicable. The fees of the Independent Verifiers to carry out such functions shall be borne solely by the Province.

Certification as Precondition to Payment. The following shall be conditions to the obligation of the Province to pay the Instalments: (a) the obligation of the Province to make payment of Instalments upon a Recipient the Recipients achieving its the respective Project Milestones shall be conditional on such Recipient the Recipients delivering to the Province a request for payment accompanied by: (i) certification by an independent engineering firm (the “Independent Engineer”) selected by the Province in consultation with the Recipients, both acting reasonably, that the Project Milestone has been achieved; and (ii) a detailed line item statement (by categorycategory as set out in Schedule “E”) of Project Costs and Project Revenues of such Recipient together with certification as contemplated by Section 7.7 of such Project Costs and Project Revenues and of Revenues, as well as the total of Other Public Funding that has been paid or has become payable in respect of the Project to such Recipient, all as of the date of certification by the Independent Engineer pursuant to subclause (i) aboveProject; (b) the obligation of the Province to make payment of an Instalment upon a Recipient the Recipients achieving Commercial Operation shall be conditional on such Recipient the Recipients delivering to the Province a request for payment accompanied by: (i) certification by the Independent Engineer that: (A) that Commercial Operation has been achieved by such Recipientachieved; and (B) the facilities of such Recipient have been constructed, installed and completed substantially in accordance with their design specifications as described in the Project Plan and as set out in any design specifications developed in accordance with the Project Plan; (ii) a detailed line item statement (by categorycategory as set out in Schedule “E”) of Project Costs and Project Revenues of such RecipientRevenues, together with certification as contemplated by Section 7.7 of such Project Costs and Project Revenues and of Revenues, as well as the total of Other Public Funding that has been paid or has become payable in respect of the Project to such Recipient, all as of the date of certification by the Independent Engineer pursuant to subclause (i) aboveProject; (c) the obligation of the Province to make payment of any Instalment described in Section 4.2(e) shall be conditional on the respective Recipient delivering to the Province a request for payment accompanied by a detailed line item statement (by category) of Project Costs and Project Revenues of such Recipient, together with certification as contemplated by Section 7.7 of such Project Costs and Project Revenues and of the total Other Public Funding that has been paid or has become payable in respect of the Project to such Recipient, all as of the date of such certification; (d) the obligation of the Province to make payment of any annual Instalment described in Section 4.2(f4.2(e) shall be conditional on the Recipients delivering to the Province a request for payment accompanied by: (i) certification by: by (A) a “third party auditor” within the meaning and for the purposes set out in the Specified Gas Emitters Regulation, A.R. 139/2007, as may be amended or replaced from time to time, or (B) another person as may be mutually agreed by the Parties, as to the mass of carbon dioxide (as measured in tonnes): (C) that has been captured and delivered from the NWU plant facility (as identified in the Project Plan), or any replacement facility as contemplated by Section 6.6(d) of this Agreement, to Enhance’s pipeline (as identified in the Project Plan) in the immediately preceding year (calculated from the applicable anniversary date of the Enhance Commercial Operation Date), (D) that has been injected into the target geological formation (as identified in the Project Plan) through the Project in such year, and (E) that has escaped or is extracted from the subsurface during such year; as determined in accordance with the measurement, monitoring and verification plan described in Section 3.7; (ii) a detailed line item statement (by category) of Project Costs and Project Revenues for each Recipient, together with certification as contemplated by Section 7.7 of such Project Costs and Project Revenues and of the total Other Public Funding that has been paid or has become payable in respect of the Project to each Recipient, all as of the applicable anniversary date of the Enhance Commercial Operation Date; and (iii) a joint written direction from the Recipients with respect to the allocation of the annual Instalment set out in Section 4.2(f) between them together with an explanation of the basis for such allocation. Following execution of this Agreement, the Parties shall engage in discussions with a view to arranging in advance the selection and retainer of the Independent Engineer and “third party auditor” (collectively referred to in this Section 4.3 as the “Independent Verifiers”). The Parties shall do all things reasonably necessary to facilitate completion of the work of the Independent Verifiers, including without limitation the Recipients providing to the Independent Verifiers all access and information as may be required in order for the Independent Verifiers to carry out their functions as set out in clauses (a)(i), (b)(i) and (d)(i) above, as applicable. The fees of the Independent Verifiers to carry out such functions shall be borne solely by the Province.