Common use of Commercial Operation Clause in Contracts

Commercial Operation. Each Unit will achieve Commercial Operation on the first date when each of the following has occurred: (a) Mechanical Completion has occurred, (b) the Field Commissioning and Acceptance Test (FCAT) and the Converter Commissioning Test (CCT) have been completed in accordance with Appendix A, (c) the Unit is safely generating electric power, and (d) the Seller has delivered a certificate, including a Punch List (if required), in the form of Exhibit C hereto (a “Commercial Operation Certificate”). Each Project will achieve Commercial Operation when every Unit comprising such Project has achieved Commercial Operation. If the Buyer agrees with such Commercial Operation Certificate and the Punch List, the Buyer shall promptly countersign such Commercial Operation Certificate. If the Buyer does not countersign or object to any such Commercial Operation Certificate and/or Punch List within twenty (20) days after receipt, such Commercial Operation Certificate and/or Punch List shall be deemed confirmed and agreed to by the Buyer on the date that such Commercial Operation Certificate and/or Punch List was originally delivered to the Buyer. If the Buyer provides timely notice that it disputes such Commercial Operation Certificate, the Seller shall either (i) at its sole cost and expense, immediately correct and/or remedy the defects, deficiencies and other conditions so as to achieve Commercial Operation, or (ii) request that the matter be submitted to the dispute resolution procedures set forth in Article 32. If the Buyer provides timely notice that it disputes the Punch List, the Seller shall either (A) modify the Punch List, or (B) request that the matter be submitted to the dispute resolution procedures set forth in Article 32. The foregoing procedures shall be repeated as necessary. Once the Punch List is established, the Seller shall complete all items listed on the Punch List at its sole cost and expense and to the Buyer’s satisfaction as promptly as possible.

Commercial Operation. Each Unit will achieve Commercial Operation on the first date when each of the following has occurred: (a) Mechanical Completion has occurredSeller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date. Energy, Capacity and RECs generated prior to the Commercial Operation Date shall not be deemed Products and shall not be Delivered and sold to, or purchased by Buyer. (b) The Commercial Operation Date shall occur on the Field Commissioning and Acceptance Test (FCAT) and date on which the Converter Commissioning Test (CCT) have been completed Facility is capable of regular commercial operation in accordance with Appendix AGood Utility Practice, (c) the Unit is safely generating electric powermanufacturer’s guidelines for all material components of the Facility, all requirements of the ISO-NE Rules and ISO-NE Practices for the delivery of the Products to Seller have been satisfied, and (d) all performance testing for the Facility has been successfully completed, provided Seller has delivered a certificatealso satisfied, including a Punch List (if required), in the form of Exhibit C hereto (a “Commercial Operation Certificate”). Each Project will achieve Commercial Operation when every Unit comprising such Project has achieved Commercial Operation. If the Buyer agrees with such Commercial Operation Certificate and the Punch Listcontinues to satisfy, the Buyer shall promptly countersign following conditions precedent as of such Commercial Operation Certificate. If the Buyer does not countersign or object to any such Commercial Operation Certificate and/or Punch List within twenty (20) days after receipt, such Commercial Operation Certificate and/or Punch List shall be deemed confirmed and agreed to by the Buyer on the date that such Commercial Operation Certificate and/or Punch List was originally delivered to the Buyer. If the Buyer provides timely notice that it disputes such Commercial Operation Certificate, the Seller shall either date: (i) at its sole cost completion of all transmission and expenseinterconnection facilities and any Network Upgrades, immediately correct and/or remedy including final acceptance and authorization to interconnect the defects, deficiencies and other conditions so as to achieve Commercial Operation, or Facility from the Interconnecting Utility in accordance with the Interconnection Agreement; (ii) request that Seller has obtained and demonstrated possession of all Permits required for the matter be submitted lawful construction and operation of the Facility, for the interconnection of the Facility to the dispute resolution procedures Interconnecting Utility (including any Network Upgrades) and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on the Cover Sheet hereto; (iii) Seller has (i) qualified the Facility as an “eligible renewable energy resource” pursuant to Section 5.0 of the Code of Rhode Island Rules 00-000-000 and (ii) otherwise satisfied the requirements for the Facility to be a Distributed Generation Facility; (iv) Seller has established all ISO-NE-related accounts and entered into all ISO-NE- related agreements (including without limitation registration of the Facility as a “settlement only generator” in Article 32. If the ISO- NE Settlement Market System) required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the GIS; (v) Seller has provided to Buyer provides timely notice I.3.9 confirmation from ISO-NE regarding approval of generation entry, has submitted the Asset Registration Form (as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO-NE Settlement Market System; (vi) Seller has substantially completed the Facility and has successfully completed all pre-operational testing and commissioning for the Facility in accordance with manufacturer guidelines; (vii) Seller has satisfied and continues to satisfy all Critical Milestones that it disputes precede the Punch List, the Commercial Operation Date in Section 3.1; (viii) no Default or Event of Default by Seller shall either have occurred and remain uncured; (Aix) modify Seller has obtained any and all necessary authorizations from FERC to sell Energy from the Punch ListFacility and shall be in compliance with such authorization; and (x) the Facility, or as constructed to date, is under the sole control of Seller (B) request that the matter be submitted including without limitation with respect to the dispute resolution procedures set forth in Article 32. The foregoing procedures shall be repeated as necessary. Once operation, maintenance and management of the Punch List Facility) and is establishedeither owned or leased by Seller, the and Seller shall complete is a party to all items listed on the Punch List at its sole cost and expense and material contracts relating to the Buyer’s satisfaction as promptly as possibleconstruction, operation, management and maintenance of the Facility.

Commercial Operation. Each Unit will achieve Seller’s obligation to Deliver the Products and Buyer’s obligation to pay Seller for such Products commences on the Commercial Operation Date; provided, that Energy and RECs generated by the Facility prior to the Commercial Operation Date (the “Test Period”) shall not be deemed Products. The Commercial Operation Date shall occur on the first date when each on which the Facility is substantially completed as described in Exhibit A and capable of the following has occurred: (a) Mechanical Completion has occurred, (b) the Field Commissioning and Acceptance Test (FCAT) and the Converter Commissioning Test (CCT) have been completed regular commercial operation in accordance with Appendix AGood Utility Practice, (c) the Unit is safely generating electric powermanufacturer’s guidelines for all material components of the Facility, all requirements of the Interconnection Tariff, ISO-NE Rules and ISO-NE Practices for the delivery of the Products to Buyer have been satisfied, and (d) all performance testing for the Facility has been successfully completed, provided Seller has delivered a certificatealso satisfied the following conditions precedent as of such date: completion of all interconnection facilities, including final acceptance and authorization to interconnect the Facility from Buyer in accordance with the fully executed Interconnection Agreement; Seller has obtained and demonstrated possession of all Permits required for the lawful construction and operation of the Facility, for the interconnection of the Facility to Buyer’s distribution system and for Seller to perform its obligations under this Agreement, including but not limited to Permits related to environmental matters, all as set forth on Exhibit B; Seller continues to have a Punch List (if required)Statement of Qualification from the DOER pursuant to 225 CMR 14.05 qualifying the Facility as a RPS Class I Renewable Generation Unit for an Eligible Technology; Seller has acquired all real property rights needed to construct and operate the Facility, to interconnect the Facility to Buyer’s distribution system and to perform Seller’s obligations under this Agreement; Seller has established all ISO-NE-related accounts and entered into all ISO-NE-related agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect, including the registration of the Facility in the form GIS; Seller has provided to Buyer I.3.9 confirmation from ISO-NE regarding approval of Exhibit C hereto generation entry, has submitted the Asset Registration Form (a “as defined in ISO-NE Practices) for the Facility to ISO-NE and has taken such other actions as are necessary to effect the transfer of the Energy to Buyer in the ISO Settlement Market System; Seller has successfully completed all pre-operational testing and commissioning in accordance with manufacturer guidelines; Seller has satisfied all Critical Milestones that precede the Commercial Operation Certificate”). Each Project will achieve Commercial Operation when every Unit comprising such Project has achieved Commercial Operation. If the Buyer agrees with such Commercial Operation Certificate Date in Section 3.1; no Default or Event of Default by Seller shall have occurred and remain uncured; and the Punch ListFacility is owned or leased by, and under the Buyer shall promptly countersign such Commercial Operation Certificate. If the Buyer does not countersign or object to any such Commercial Operation Certificate and/or Punch List within twenty (20) days after receiptcare, such Commercial Operation Certificate and/or Punch List shall be deemed confirmed custody and agreed to by the Buyer on the date that such Commercial Operation Certificate and/or Punch List was originally delivered to the Buyer. If the Buyer provides timely notice that it disputes such Commercial Operation Certificatecontrol of, the Seller shall either (i) at its sole cost and expense, immediately correct and/or remedy the defects, deficiencies and other conditions so as to achieve Commercial Operation, or (ii) request that the matter be submitted to the dispute resolution procedures set forth in Article 32. If the Buyer provides timely notice that it disputes the Punch List, the Seller shall either (A) modify the Punch List, or (B) request that the matter be submitted to the dispute resolution procedures set forth in Article 32. The foregoing procedures shall be repeated as necessary. Once the Punch List is established, the Seller shall complete all items listed on the Punch List at its sole cost and expense and to the Buyer’s satisfaction as promptly as possibleSeller.

Commercial Operation. Each Unit will achieve Commercial Operation on the first date when each of the following has occurred: (a) Mechanical Completion has occurred, (b) the Field Commissioning and Acceptance Test (FCAT) and the Converter Commissioning Test (CCT) have been completed in accordance with Appendix A, (c) the Unit is safely generating electric power, and (d) the Seller has delivered a certificate, including a Punch List (if required), in the form included in Section 8.2 of Exhibit C hereto Appendix A (a “Commercial Operation Turbine Completion Certificate”). Each Project will achieve Commercial Operation when every Unit comprising such Project has achieved Commercial Operation. If the Buyer agrees with such Commercial Operation Certificate and the Punch List, the Buyer shall promptly countersign such Commercial Operation Certificate. If the Buyer does not countersign or object to any such Commercial Operation Certificate and/or Punch List within twenty (20) days after receipt, such Commercial Operation Certificate and/or Punch List shall be deemed confirmed and agreed to by the Buyer on the date that such Commercial Operation Certificate and/or Punch List was originally delivered to the Buyer. If the Buyer provides timely notice that it disputes such Commercial Operation Certificate, the Seller shall either (i) at its sole cost and expense, immediately correct and/or remedy the defects, deficiencies and other conditions so as to achieve Commercial Operation, or (ii) request that the matter be submitted to the dispute resolution procedures set forth in Article 32. If the Buyer provides timely notice that it disputes the Punch List, the Seller shall either (A) modify the Punch List, or (B) request that the matter be submitted to the dispute resolution procedures set forth in Article 32. The foregoing procedures shall be repeated as necessary. Once the Punch List is established, the Seller shall complete all items listed on the Punch List at its sole cost and expense and to the Buyer’s satisfaction as promptly as possible.

Commercial Operation. Each Unit will Seller must achieve Commercial Operation on the first date when each of the following has occurredFacility by the Required Commercial Operation Date, provided that the Required Commercial Operation Date will be extended day for day for up to one hundred and eighty (180) days in the aggregate due to delay caused by: (a) Mechanical Completion has occurreda Force Majeure Event, (b) a delay in interconnection and synchronization of the Field Commissioning and Acceptance Test Facility to the PSE grid, or (FCATc) and any material breach of this Agreement by PSE, except in each case of (a) through (c) to the Converter Commissioning Test extent attributable to Seller’s action or inaction, including (CCTwithout limitation) have been completed breach of this agreement, willful misconduct, negligence, or Seller's failure to take commercially reasonable actions in accordance with Appendix A, (c) Prudent Operating Practices. Seller and the Unit is safely generating electric power, Licensed Professional Engineer must complete and (d) submit the Seller has delivered a certificate, including a Punch List (if required), in the form of Exhibit C hereto (a “Commercial Operation Certificate”). Each Project will achieve Commercial Operation Certificate attached hereto as Appendix C to PSE when every Unit comprising such Project the Facility has achieved Commercial Operation. If Upon receipt of such notice of Commercial Operation, PSE will have the Buyer agrees with such right, but not the obligation, to inspect the Facility prior to the Commercial Operation Certificate Date, and will grant or deny Seller authorization in writing to commence the sale of Solar Output and all other Attributes pursuant to Section 4 within seven (7) Business Days upon PSE finding that Seller has satisfied all Commercial Operation obligations and requirements under this PPA and the Punch ListInterconnection Agreement (“Commercial Operation Authorization”). If Seller has not actually achieved Commercial Operation, Seller must promptly resolve any issues or deficiencies with respect to Commercial Operation and resubmit the Buyer shall promptly countersign such Commercial Operation Certificate. If the Buyer does not countersign or object to any such Commercial Operation Certificate and/or Punch List within twenty (20) days after receipt, such Commercial Operation Certificate and/or Punch List shall be deemed confirmed and agreed to by the Buyer on the date that such Commercial Operation Certificate and/or Punch List was originally delivered to the Buyer. If the Buyer provides timely notice that it disputes such Commercial Operation Certificate, the Seller shall either (i) at its sole cost and expense, immediately correct and/or remedy the defects, deficiencies and other conditions so as to achieve Commercial Operation, or (ii) request that the matter be submitted to the dispute resolution procedures set forth in Article 32. If the Buyer provides timely notice that it disputes the Punch List, the Seller shall either (A) modify the Punch List, or (B) request that the matter be submitted to the dispute resolution procedures set forth in Article 32. The foregoing procedures shall be repeated as necessary. Once the Punch List is established, the Seller shall complete all items listed on the Punch List at its sole cost and expense and to the Buyer’s satisfaction as promptly as possible.

Commercial Operation. Each Unit will Seller must achieve Commercial Operation on the first date when each of the following has occurredFacility by the Required Commercial Operation Date, provided that the Required Commercial Operation Date will be extended day for day for up to one hundred and eighty (180) days in the aggregate due to delay caused by: (a) Mechanical Completion has occurreda Force Majeure Event, (b) a delay in interconnection and synchronization of the Field Commissioning and Acceptance Test Facility to the PSE grid, or (FCATc) and any material breach of this Agreement by PSE, except in each case of (a) through (c) to the Converter Commissioning Test extent attributable to Seller’s action or inaction, including (CCTwithout limitation) have been completed breach of this agreement, willful misconduct, negligence, or Seller's failure to take commercially reasonable actions in accordance with Appendix A, (c) Prudent Operating Practices. Seller and the Unit is safely generating electric power, Licensed Professional Engineer must complete and (d) submit the Seller has delivered a certificate, including a Punch List (if required), in the form of Exhibit C hereto (a “Commercial Operation Certificate”). Each Project will achieve Commercial Operation Certificate attached hereto as Appendix C to PSE when every Unit comprising such Project the Facility has achieved Commercial Operation. If Upon receipt of such notice of Commercial Operation, PSE will have the Buyer agrees with such right, but not the obligation, to inspect the Facility prior to the Commercial Operation Certificate Date, and will grant or deny Seller authorization in writing to commence the sale of Solar Output and all other Attributes pursuant to Section 4 within seven (7) Business Days upon PSE finding that Seller has satisfied all Commercial Operation obligations and requirements under this BESSA and the Punch ListInterconnection Agreement (“Commercial Operation Authorization”). If Seller has not actually achieved Commercial Operation, Seller must promptly resolve any issues or deficiencies with respect to Commercial Operation and resubmit the Buyer shall promptly countersign such Commercial Operation Certificate. If the Buyer does not countersign or object to any such Commercial Operation Certificate and/or Punch List within twenty (20) days after receipt, such Commercial Operation Certificate and/or Punch List shall be deemed confirmed and agreed to by the Buyer on the date that such Commercial Operation Certificate and/or Punch List was originally delivered to the Buyer. If the Buyer provides timely notice that it disputes such Commercial Operation Certificate, the Seller shall either (i) at its sole cost and expense, immediately correct and/or remedy the defects, deficiencies and other conditions so as to achieve Commercial Operation, or (ii) request that the matter be submitted to the dispute resolution procedures set forth in Article 32. If the Buyer provides timely notice that it disputes the Punch List, the Seller shall either (A) modify the Punch List, or (B) request that the matter be submitted to the dispute resolution procedures set forth in Article 32. The foregoing procedures shall be repeated as necessary. Once the Punch List is established, the Seller shall complete all items listed on the Punch List at its sole cost and expense and to the Buyer’s satisfaction as promptly as possible.

Commercial Operation. Each Unit will achieve Commercial Operation on the first date when each of the following has occurred: (a) Mechanical Completion As used herein, "Commercial Operation" means that such Project has occurredbeen completed, (b) has performed the Field Commissioning Available Capacity Test set forth in Special Condition 5, has achieved an Available Project Capacity of at least 500 MW, and Acceptance Test (FCAT) has all necessary governmental and regulatory authorizations or to operate the Converter Commissioning Test (CCT) Project. Commercial Operation shall not occur until HDPP provides a written certification, signed by a duly authorized officer, to CDWR that the above requirements for Commercial Operation have been completed achieved. CDWR may dispute such certification within ten (10) business days of its receipt of HDPP's certification of Commercial Operation. CDWR’s failure to initiate such dispute within such period shall be deemed an acceptance of HDPP's certification. If CDWR disputes HDPP's certification that Commercial Operation has been achieved, the reasons for such dispute shall be provided in writing and such dispute shall be resolved in accordance with Appendix A, (c) the Unit is safely generating electric power, and (d) the Seller has delivered a certificate, including a Punch List (if required), in the form of Exhibit C hereto (a “Commercial Operation Certificate”). Each Project will achieve Commercial Operation when every Unit comprising such Project has achieved Commercial Operation. If the Buyer agrees with such Commercial Operation Certificate and the Punch List, the Buyer shall promptly countersign such Commercial Operation Certificate. If the Buyer does not countersign or object to any such Commercial Operation Certificate and/or Punch List within twenty (20) days after receipt, such Commercial Operation Certificate and/or Punch List shall be deemed confirmed and agreed to by the Buyer on the date that such Commercial Operation Certificate and/or Punch List was originally delivered to the Buyer. If the Buyer provides timely notice that it disputes such Commercial Operation Certificate, the Seller shall either (i) at its sole cost and expense, immediately correct and/or remedy the defects, deficiencies and other conditions so as to achieve Commercial Operation, or (ii) request that the matter be submitted to the dispute resolution procedures set forth in Article 32the Master Agreement. The date of CDWR’s receipt of HDPP's certification shall be the “Commercial Operation Date.” If CDWR has disputed such Commercial Operation Date, an appropriate adjustment to the Commercial Operation Date will be made if CDWR's dispute is successful. Performance in accordance with this Agreement (or other receipt of energy from the Project) during the pendency of such dispute shall not be considered evidence of CDWR's agreement that the Project has achieved Commercial Operation. (b) HDPP shall use commercially reasonable efforts to achieve Commercial Operation by July 1, 2003. (c) In the event that the Commercial Operation Date does not occur on or prior to October 1, 2004 and HDPP has ceased Commercially Reasonable Efforts to achieve Commercial Operation of the Project, CDWR shall, at its sole discretion, have the right but not the obligation to terminate this Agreement upon written notice (including all necessary supporting detail) provided to HDPP. Solely for the purposes of this Special Condition 2, “Commercially Reasonable Efforts” means continued commercially reasonable efforts by HDPP or its affiliates to finalize: development, permitting, construction, financing and/or any other task necessary to achieve Commercial Operation of the Project. HDPP may dispute CDWR's determination that HDPP has ceased making Commercially Reasonable Efforts to achieve Commercial Operation within ten (10) Business Days of its receipt of CDWR's notice. If the Buyer provides timely notice that it HDPP so disputes the Punch ListCDWR's notice, the Seller reasons for such dispute shall either (A) modify the Punch List, or (B) request that the matter be submitted to provided in writing and such dispute shall be resolved in accordance with the dispute resolution procedures set forth in Article 32the Master Agreement. If HDPP so disputes CDWR’s determination as provided in this Special Condition 2(c), such termination will not be effective until after the conclusion of such dispute resolution process which is resolved in CDWR's favor and shall be without recourse against CDWR for any Termination Payment or other costs and without any further obligation or liability of either HDPP or CDWR other than the termination payment set forth in Special Condition 2(d). (d) In the event that HDPP ceases making Commercially Reasonable Efforts to achieve Commercial Operation as set forth in Special Condition 2(c) and CDWR properly terminates this Agreement, HDPP shall pay CDWR fifty million dollars ($50,000,000) within thirty (30) days after such termination is effective. The foregoing procedures payment of this sum shall be repeated as necessary. Once secured by a guarantee provided by a related party to HDPP that satisfies the Punch List is established, the Seller shall complete all items listed on the Punch List at its sole cost and expense and to the Buyer’s satisfaction as promptly as possiblecredit criteria described in Special Condition 9(a)(i) below.

Commercial Operation. Each Unit will achieve Commercial Operation on the first date when each of the following has occurred: (a) Mechanical Completion has occurredAfter completing the Minimum Performance Tests in accordance with Section 10.03, when the Contractor determines that all of the requirements for Commercial Operation for a Phase have been completed, Contractor shall provide written notice thereof to Owner, the Financing Parties and the Facilities Engineer. Except as provided in Section 10.06(b), the date specified by Contractor on which Phase I Commercial Operation or Phase II Commercial Operation was achieved in its notice to Owner of Commercial Operation shall be the "Phase I Commercial Operation Date" or the "Phase II Commercial Operation Date", respectively. (b) the Field Commissioning and Acceptance Test Within three (FCAT3) Business Days following receipt by Owner of such notice of Commercial Operation, Owner shall notify Contractor in writing whether or not Owner and the Converter Commissioning Test (CCT) have been completed in accordance with Appendix A, (c) Facilities Engineer believe that Contractor has fulfilled the Unit is safely generating electric power, and (d) the Seller has delivered a certificate, including a Punch List (if required), in the form requirements of Exhibit C hereto (a “Phase I Commercial Operation Certificate”)or Phase II Commercial Operation, as applicable. Each Project will achieve If Owner and the Facilities Engineer determine that Contractor has not fulfilled such requirements for Commercial Operation, Owner shall specify in such notice to Contractor in reasonable detail the reasons for determining that the requirements for Commercial Operation when every Unit comprising such Project has achieved Commercial Operationhave not been met. If the Buyer agrees with such Commercial Operation Certificate and the Punch List, the Buyer Contractor shall promptly countersign act to correct such Commercial Operation Certificate. If the Buyer does not countersign or object to any such Commercial Operation Certificate and/or Punch List within twenty (20) days after receipt, such Commercial Operation Certificate and/or Punch List shall be deemed confirmed and agreed to by the Buyer on the date that such Commercial Operation Certificate and/or Punch List was originally delivered to the Buyer. If the Buyer provides timely notice that it disputes such Commercial Operation Certificate, the Seller shall either (i) at its sole cost and expense, immediately correct and/or remedy the defects, deficiencies and other conditions so as to achieve Commercial OperationOperation for the applicable Phase as soon as possible (and no later than by the applicable Guaranteed Commercial Operation Date if such date has not already passed). Following any such remedial action, Contractor shall deliver to Owner and the Facilities Engineer a new notice of Commercial Operation and the provisions of this Section 10.06(b) shall apply with respect to such new Commercial Operation notice in the same manner as they applied to the original Commercial Operation notice. The foregoing procedure shall be repeated as often as necessary, so long as Contractor is paying when due Schedule Liquidated Damages (if applicable), until the earlier of (i) Owner and the Facilities Engineer no longer reject Contractor's Commercial Operation notice and Owner provides its own notice to Contractor that Commercial Operation has been achieved, or (ii) request that the matter be submitted to the dispute resolution procedures set forth in Article 32. If the Buyer provides timely notice that it disputes the Punch List, the Seller shall either (A) modify the Punch List, or (B) request that the matter be submitted to the dispute resolution procedures set forth in Article 32termination of this Agreement. The foregoing procedures date specified by Owner and the Facilities Engineer on which the Phase I Commercial Operation or Phase II Commercial Operation, as applicable, was achieved in its notice to Contractor of Commercial Operation shall be repeated as necessarythe "Phase I Commercial Operation Date" or "Phase II Commercial Operation Date", respectively. (c) If Contractor fails to achieve Phase I Commercial Operation by the Phase I Guaranteed Commercial Operation Date, and/or Phase II Commercial Operation by the Phase II Guaranteed Commercial Operation Date, Contractor shall pay to Owner the Schedule Liquidated Damages pursuant to Article XI. Once the Punch List is established, the Seller Payment of such damages shall complete all items listed on the Punch List at not relieve Contractor from its sole cost obligations hereunder to achieve Commercial Operation for each Phase and expense and to the Buyer’s satisfaction as promptly as possibleFinal Acceptance.