Completion Target Date. Completion of the Toyota Tooling within the designated timeframe (the “Production Timetable”) shall be as set forth in the Tooling Authorization and/or Part Approval (the “Completion Target Date”). For purposes of meeting the Completion Target Date, Sections 4.3 and 4.4 of this Agreement shall apply to both Tesla and any Toolmaker utilized by Tesla. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Tesla Motors, Inc.
Completion Target Date. If Completion has not been achieved on or prior to the Completion Target Date (other than in the context of a disputed Completion Certificate in respect of which the period for the payment of the Capacity Related Refund (as defined below) shall be extended until resolution of such Dispute), the Supplier shall refund to Silver Wheaton within 90 days of the Completion Target Date an amount (the “Capacity Related Refund”) equal to the amount of the Deposit actually advanced by Silver Wheaton to the Supplier (less any amounts repaid pursuant to Section 3.8) multiplied by the greater of: (i) 0.9 less the Actual Production divided by the Target Silver Production (both being calculated in respect of the 90 consecutive day period referred to in the certificate delivered by the Supplier pursuant to Section 4.2(c)) and (ii) nil. If the Mineral Processing Facility was not operated for a period of at least 90 consecutive days prior to the Completion Target Date, or if the percentage of the Target Silver Production attained in Actual Production during the 90 consecutive day period chosen by the Supplier for the calculation included in the certificate delivered by the Supplier pursuant to Section 4.2(c) was less than 10% of the Target Silver Production, then the Capacity Related Refund shall be the aggregate amount of the uncredited balance of the Deposit advanced by Silver Wheaton to the Supplier (less any amounts repaid pursuant to Section 3.8). Attached as Schedule D of this Agreement is a hypothetical working example of how the Capacity Related Refund is to be calculated. Notwithstanding the payment of the Capacity Related Refund, the obligations of the Parties under this Agreement, including the Supplier’s obligations under Sections 2.1 and 2.2 shall continue, except that any obligation of Silver Wheaton to advance any remaining portion of the Deposit shall be extinguished. If Actual Production calculated in respect of the 90 consecutive day period referred to in the certificate delivered by the Supplier pursuant to Section 4.2(c) was less than 50% of the Target Silver Production and Actual Production is not reasonably expected to increase from and after the Completion Target Date to achieve a level of production that is economically viable, then Silver Wheaton shall have the right, at its sole discretion, to terminate this Agreement by written notice to the Parent Company and the Supplier, and the Supplier shall refund to Silver Wheaton within 120 days of receipt ...
