Common use of Critical Milestones Clause in Contracts

Critical Milestones. (a) Subject to Sections 4.1(c), 4.1(d) and 4.1(e), commencing on the Effective Date, Owner shall develop the NECEC Transmission Line in order to achieve the milestones set forth in clauses (i), (iii)-(v), and (vii) below, and use commercially reasonable efforts to cause HQUS to develop the Québec Line in order to achieve the milestones set forth in clauses (ii) and (vi) below (each clause, a “Critical Milestone”) on or before the dates set forth in this Section 4.1(a): (i) Receipt of all Owner Approvals (other than the Municipal Owner Approvals) and AC Upgrade Approvals in final form by the Approval Deadline; (ii) Receipt of all Canadian Approvals in final form by the Canadian Approval Deadline; (iii) Receipt of the Municipal Owner Approvals in final form by the Municipal Owner Approval Deadline; (iv) Closing of any financing required for the construction and operation of the NECEC Transmission Line or other demonstration to Distribution Company’s reasonable satisfaction of the financial capability of Owner to construct the NECEC Transmission Line, including, as applicable, Owner’s financial obligations with respect to interconnection of the NECEC Transmission Line and construction of the AC Upgrades and the CCIS Capacity Upgrades, by the Financing Deadline; and (v) Execution by Owner and a contractor of an agreement for the engineering, procurement, and construction of the converter station at the southern end of the HVDC Line and payment by Owner to the contractor of an initial payment of at least 5% of the total price of the agreement, both by the Converter Station Contract Deadline; (vi) Execution by Hydro-Québec Equipment, a division of Hydro-Québec, of a contract that provides for the engineering, procurement, or construction of the converter station associated with the Québec Line by the Québec Converter Station Contract Deadline; Target Date. Date, which shall be governed by the provisions of Section 4.2, Owner shall provide Distribution Company (or, in the case of clause (ii), use commercially reasonable efforts to cause HQUS to provide Distribution Company) with written notice of the achievement of each Critical Milestone as set forth in Attachment B within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Owner acknowledges that Distribution Company will receive such notice solely to monitor progress toward the Commercial Operation Date, and Distribution Company shall not have any responsibility or liability for the development, construction, operation and maintenance of the NECEC Transmission Line or the Québec Line.

Critical Milestones. (a) Subject to Sections 4.1(c), 4.1(d) and 4.1(e), commencing on the Effective Date, Owner shall develop the NECEC Transmission Line in order to achieve the milestones set forth in clauses (i), (iii)-(v), and (vii) below, and use commercially reasonable efforts to cause HQUS to develop the Québec Line in order to achieve the milestones set forth in clauses (ii) and (vi) below (each clause, a “Critical Milestone”) on or before the dates set forth in this Section 4.1(a): (i) Receipt of all Owner Approvals (other than the Municipal Owner Approvals) and AC Upgrade Approvals in final form by the Approval Deadline; (ii) Receipt of all Canadian Approvals in final form by the Canadian Approval Deadline; (iii) Receipt of the Municipal Owner Approvals in final form by the Municipal Owner Approval Deadline; (iv) Closing of any financing required for the construction and operation of the NECEC Transmission Line or other demonstration to Distribution Company’s reasonable satisfaction of the financial capability of Owner to construct the NECEC Transmission Line, including, as applicable, Owner’s financial obligations with respect to interconnection of the NECEC Transmission Line and construction of the AC Upgrades and the CCIS Capacity Upgrades, by the Financing Deadline; and (v) Execution by Owner and a contractor of an agreement for the engineering, procurement, and construction of the converter station at the southern end of the HVDC Line and payment by Owner to the contractor of an initial payment of at least 5% of the total price of the agreement, both by the Converter Station Contract Deadline; (vi) Execution by Hydro-Québec Equipment, a division of Hydro-Québec, of a contract that provides for the engineering, procurement, or construction of the converter station associated with the Québec Line by the Québec Converter Station Contract Deadline; ; (vii) Achievement of the Commercial Operation Date by the Target Date. . (b) Except for the achievement of the Commercial Operation Date, which shall be governed by the provisions of Section 4.2, Owner shall provide Distribution Company (or, in the case of clause (ii), use commercially reasonable efforts to cause HQUS to provide Distribution Company) with written notice of the achievement of each Critical Milestone as set forth in Attachment B within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Owner acknowledges that Distribution Company will receive such notice solely to monitor progress toward the Commercial Operation Date, and Distribution Company shall not have any responsibility or liability for the development, construction, operation and maintenance of the NECEC Transmission Line or the Québec Line. (c) Subject to Sections 4.1(e) and 4.2, Owner may extend all of the dates for the Critical Milestones not yet achieved under this Agreement by up to four (4) six-month periods for a maximum combined period of two (2) years from the dates originally established in Section 4.1(a). Owner shall post Credit Support (in addition to the Owner Security and the Twenty-One Million, Eight Hundred Thousand Dollars ($21,800,000) of security delivered to Distribution Company and the other RFP Sponsors by HQUS pursuant to the PPA and the Additional PPAs) in an amount equal to $5,000 per MW of the PPA Contract Maximum Amount for each such six-month period, with a pro-rata adjustment of the amount of any such additional Credit Support for any partial reduction of the applicable six-month period pursuant to Section 4.1(e). Any such election shall be made in a written notice to Distribution Company on or prior to the first date for a Critical Milestone that has not yet been achieved (as such date may have previously been extended). Such notice shall include a detailed explanation of the reasons for the delay, why the delay could not be avoided and the impact on Owner’s Construction Schedule and the expected Commercial Operation Date. Distribution Company shall have the right to request and receive information from Owner regarding such explanation. Such additional Credit Support shall be provided by Owner if there is an Owner Delay or an HQUS Delay and Owner wishes (or is required under the HQUS TSA) to extend any Critical Milestone date. Any additional Credit Support provided under this Section 4.1(c) shall be returned to Owner upon the Commercial Operation Date; provided that, in the event the Commercial Operation Date is not achieved by the Target Date, Distribution Company shall have the rights and remedies set forth in Article XIV, which, for the avoidance of doubt, shall include recourse against any Credit Support posted by Owner. (d) To the extent a Force Majeure event pursuant to Section 15.1 has occurred that prevents Owner from achieving the Critical Milestone dates for execution of the contract for the purchase by Owner of the Converter Station (Section 4.1(a)(v)) or the Commercial Operation Date (Section 4.1(a)(vii)), or prevents the achievement of the Québec Converter Station milestone (Section 4.1(a)(vi)), by the applicable Critical Milestone date, the Critical Milestone date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates exceed twelve (12) months beyond the applicable Critical Milestone date; provided that Owner shall not have the right to declare a Force Majeure event related to the Critical Milestone for Owner Approvals (Section 4.1(a)(i)), Canadian Approvals (Section 4.1(a)(ii)), Municipal Owner Approvals (Section 4.1(a)(iii)), or the financing Critical Milestone (Section 4.1(a)(iv)). (e) In the event of a Regulatory Approval Delay, the date for each Critical Milestone not yet achieved shall be extended for the duration of the delay. The number of days of extension pursuant to the six-month extensions available under Section 4.1(c) shall be reduced by one day for each day of Regulatory Approval Delay pursuant to this subsection (e) up to a maximum reduction of 365 days. For purposes of illustration, Regulatory Approval Delay of two hundred ten (210) days would allow Owner two six-month extensions and one extension of five months.

Critical Milestones. (a) Subject to Sections Section 4.1(c), Section 4.1(d) and Section 4.1(e), commencing on the Effective Date, Owner shall develop the NECEC Transmission Line in order to achieve the milestones set forth in clauses (i), (iii)-(v), ) and (vii) below, and use commercially reasonable efforts to Purchaser shall cause HQUS its Affiliates to develop the Québec Line in order to achieve the milestones set forth in clauses (ii), (vi) and (vivii) below (each clause, a “Critical Milestone”) on or before the dates set forth in this Section 4.1(a): (i) Receipt of all Owner Approvals (other than the Municipal Owner Approvals) and AC Upgrade Approvals in final form by the Approval Deadline; (ii) Receipt of all Canadian Approvals in final form by the Canadian Approval Deadline; (iii) Receipt of the Municipal Owner Approvals in final form by the Municipal Owner Approval Deadline; (iv) Closing of any financing required for the construction and operation of the NECEC Transmission Line or other demonstration to Distribution CompanyPurchaser’s reasonable satisfaction of the financial capability of Owner to construct the NECEC Transmission Line, including, as applicable, Owner’s financial obligations with respect to interconnection of the NECEC Transmission Line and construction of the AC Upgrades and the CCIS Capacity Upgrades, Upgrades by the Financing Deadline; and; (v) Execution by Owner and a contractor of an agreement for the engineering, procurement, and construction of the converter station at the southern end of the HVDC Line and payment by Owner to the contractor of an initial payment of at least 5% of the total price of the agreement, both by the Converter Station Contract Deadline; (vi) Execution by Hydro-Québec Equipment, a division of Hydro-Québec, HQE of a contract that provides for the engineering, procurement, or construction of the converter station associated with the Québec Line by the Québec Converter Station Contract Deadline; and (vii) Achievement of the Commercial Operation Date by the Target Date. . (b) Except for the achievement of the Commercial Operation Date, which shall be governed by the provisions of Section 4.2, Owner the Party responsible for achieving a Critical Milestone shall provide Distribution Company (or, in the case of clause (ii), use commercially reasonable efforts to cause HQUS to provide Distribution Company) other Party with written notice of the achievement of each such Critical Milestone as set forth in Attachment B within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Owner Each Party acknowledges that Distribution Company will receive that: (i) the Party receiving such notice does so solely to monitor progress toward the Commercial Operation Date, and Distribution Company ; (ii) Purchaser shall not have any responsibility or liability for the development, construction, operation operation, and maintenance of the NECEC Transmission Line Line; and (iii) Owner shall not have any responsibility or liability for the development, construction, operation, and maintenance of the Québec Line. (c) The following provisions shall govern the rights and obligations of the Parties to extend any of the dates for the Distribution Company TSA Critical Milestones not yet achieved under the Distribution Company TSA and the Critical Milestones not yet achieved under this Agreement: (i) Purchaser may elect to require Owner to extend all of the dates for the Distribution Company TSA Critical Milestones not yet achieved under the Distribution Company TSA by up to four (4) six-month periods for a maximum combined period of two (2) years from the applicable dates set forth in Section 4.1(a) thereof by delivering Credit Support to Owner for the benefit of Distribution Company (in addition to the Twenty-One Million, Eight Hundred Thousand Dollars ($21,800,000) of security delivered to Distribution Company and the other RFP Sponsors by Purchaser pursuant to the PPA and the Additional PPAs) in an amount equal to $5,000 per MW of PPA Contract Maximum Amount for each such six-month period, with a pro rata adjustment of the amount of any such additional Credit Support for any partial reduction of the applicable six-month period pursuant to Section 4.1(e). Any such election shall be made in a written notice to Owner on or prior to the first date for a Distribution Company TSA Critical Milestone that has not yet been achieved (as such date may have previously been extended). Such additional Credit Support shall be provided by Purchaser if there is a Purchaser Delay and Purchaser wishes to extend any Distribution Company TSA Critical Milestone date. In the event that there is both an Owner Delay and a Purchaser Delay and either Party wishes to extend any Distribution Company TSA Critical Milestone date by delivering additional Credit Support to Distribution Company, the additional Credit Support shall be provided in equal parts by Owner and Purchaser. Owner shall cause any additional Credit Support provided by Purchaser pursuant to this Section 4.1(c) to be returned to Purchaser upon the Commercial Operation Date; provided that, in the event the Commercial Operation Date is not achieved by the Target Date, Distribution Company shall have the rights and remedies set forth in Article XIV of the Distribution Company TSA, which, for the avoidance of doubt, shall include recourse against any Credit Support provided to Distribution Company. (ii) Owner may elect to extend all of the dates for the Distribution Company TSA Critical Milestones not yet achieved under the Distribution Company TSA in accordance with Section 4.1(c) of the Distribution Company TSA. Such additional Credit Support shall be provided by Owner if there is an Owner Delay and Owner wishes to extend any Distribution Company TSA Critical Milestone date. In the event that there is both an Owner Delay and a Purchaser Delay and either Party wishes to extend any Distribution Company TSA Critical Milestone date by delivering additional Credit Support to Distribution Company, the additional Credit Support shall be provided in equal parts by Owner and Purchaser. (iii) Upon any extension of any of the dates for the Distribution Company TSA Critical Milestones not yet achieved under the Distribution Company TSA, the corresponding dates for the Critical Milestones not yet achieved hereunder shall be extended accordingly; provided that Owner shall not agree to any extension of the Distribution Company TSA Critical Milestones beyond what is permitted under the Distribution Company TSA or this Agreement without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. (d) To the extent a Force Majeure event pursuant to Section 15.1 has occurred that prevents Owner or Purchaser from achieving the Critical Milestone dates for execution of the contract to purchase the converter station for the NECEC Transmission Line (Section 4.1(a)(v)), execution of the contract to purchase the converter station for the Québec Line (Section 4.1(a)(vi)) or the Commercial Operation Date (Section 4.1(a)(vii)) by the applicable Critical Milestone date, the Critical Milestone date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates exceed twelve (12) months beyond the applicable Critical Milestone date provided that (i) Owner shall not have the right to declare a Force Majeure event related to the Critical Milestone for Owner Approvals (Section 4.1(a)(i)), Municipal Owner Approvals (Section 4.1(a)(iii)), or the financing Critical Milestones (Section 4.1(a)(iv)); and (ii) Purchaser shall not have the right to declare a Force Majeure event related to the Critical Milestone for Canadian Approvals (Section 4.1(a)(ii)). (e) In the event of a Regulatory Approval Delay, the date for each Critical Milestone not yet achieved shall be extended for the duration of the delay. The number of days of extension pursuant to the six-month extensions available under Section 4.1(c) shall be reduced by one day for each day of Regulatory Approval Delay pursuant to this subsection (e) up to a maximum reduction of 365 days. For purposes of illustration, Regulatory Approval Delay of two hundred ten (210) days would allow the Parties two six-month extensions and one extension of five months.

Critical Milestones. (a) Subject to Sections Section 4.1(c), Section 4.1(d) ), and Section 4.1(e), commencing on the Effective Date, Owner shall develop the NECEC Transmission Line in order to achieve the milestones set forth in clauses (i), (iii)-(v), and (vii) below, and use commercially reasonable efforts to Purchaser shall cause HQUS its Affiliates to develop the Québec Line in order to achieve the milestones set forth in clauses (ii) ), (vi), and (vivii) below (each clause, a “Critical Milestone”) on or before the dates set forth in this Section 4.1(a): (i) Receipt of all Owner Approvals (other than the Municipal Owner Approvals) and AC Upgrade Approvals in final form by the Approval Deadline; (ii) Receipt of all Canadian Approvals in final form by the Canadian Approval Deadline; (iii) Receipt of the Municipal Owner Approvals in final form by the Municipal Owner Approval Deadline; (iv) Closing of any financing required for the construction and operation of the NECEC Transmission Line or other demonstration to Distribution CompanyPurchaser’s reasonable satisfaction of the financial capability of Owner to construct the NECEC Transmission Line, including, as applicable, Owner’s financial obligations with respect to interconnection of the NECEC Transmission Line and construction of the AC Upgrades and the CCIS Capacity Upgrades, Upgrades by the Financing Deadline; and; (v) Execution by Owner and a contractor of an agreement for the engineering, procurement, and construction of the converter station at the southern end of the HVDC Line and payment by Owner to the contractor of an initial payment of at least 5% of the total price of the agreement, both by the Converter Station Contract Deadline; (vi) Execution by Hydro-Québec Equipment, a division of Hydro-Québec, HQE of a contract that provides for the engineering, procurement, or construction of the converter station associated with the Québec Line by the Québec Converter Station Contract Deadline; and (vii) Achievement of the Commercial Operation Date by the Target Date. . (b) Except for the achievement of the Commercial Operation Date, which shall be governed by the provisions of Section 4.2, Owner the Party responsible for achieving a Critical Milestone shall provide Distribution Company (or, in the case of clause (ii), use commercially reasonable efforts to cause HQUS to provide Distribution Company) other Party with written notice of the achievement of each such Critical Milestone as set forth in Attachment B within seven (7) days after that achievement, which notice shall include information demonstrating with reasonable specificity that such Critical Milestone has been achieved. Owner Each Party acknowledges that Distribution Company will receive that: (i) the Party receiving such notice does so solely to monitor progress toward the Commercial Operation Date, and Distribution Company ; (ii) Purchaser shall not have any responsibility or liability for the development, construction, operation operation, and maintenance of the NECEC Transmission Line Line; and (iii) Owner shall not have any responsibility or liability for the development, construction, operation, and maintenance of the Québec Line. (c) Upon any extension of the RFP Sponsor TSA Critical Milestones not yet achieved under the RFP Sponsor TSAs, the corresponding dates for the Critical Milestones not yet achieved hereunder shall be extended accordingly; provided that Owner shall not agree to any extension of the RFP Sponsor TSA Critical Milestones beyond what is permitted under the RFP Sponsor TSAs or this Agreement without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. (d) To the extent a Force Majeure event pursuant to Section 15.1 has occurred that prevents Owner or Purchaser from achieving the Critical Milestone dates for execution of the contract to purchase the converter station for the NECEC Transmission Line (Section 4.1(a)(v)), execution of the contract to purchaser the converter station for the Québec Line (Section 4.1(a)(vi)), or the Commercial Operation Date (Section 4.1(a)(vii)) by the applicable Critical Milestone date, the Critical Milestone date(s) impacted by such Force Majeure event shall be extended for the duration of the Force Majeure event, but under no circumstances shall extensions of those Critical Milestone dates exceed twelve (12) months beyond the applicable Critical Milestone date provided that (i) Owner shall not have the right to declare a Force Majeure event related to the Critical Milestone for Owner Approvals (Section 4.1(a)(i)), Municipal Owner Approvals (Section 4.1(a)(iii)), or the financing Critical Milestones (Section 4.1(a)(iv)); and (ii) Purchaser shall not have the right to declare a Force Majeure event related to the Critical Milestone for Canadian Approvals (Section 4.1(a)(ii)). (e) In the event of a Regulatory Approval Delay, the date for each Critical Milestone not yet achieved shall be extended for the duration of the delay. The number of days of extension pursuant to the six-month extensions available under Section 4.1(c) shall be reduced by one day for each day of Regulatory Approval Delay pursuant to this subsection (e) up to a maximum reduction of 365 days. For purposes of illustration, Regulatory Approval Delay of two hundred ten (210) days would allow the Parties two six-month extensions and one extension of five months.