Energization of the Data Center Sample Clauses

Energization of the Data Center. Seller and Purchaser acknowledge and agree that (1) included in the Improvements and Fixtures and Tangible Personal Property is a data center with 200 megawatts of power nameplate capacity (the “Data Center”) and (2) the Data Center is only approved for and has 132 megawatts of power energized as of the Effective Date. In the event the Data Center is not conditionally approved by ERCOT for 200 megawatts of power energization by the Closing Date, $25,000,000 from the Purchase Price (the “Holdback Amount”) shall be held in escrow by the Title Company pursuant to the terms of the Holdback Escrow Agreement rather than disbursed to Seller at Closing. Upon conditional approval of the energization of the Data Center’s 200 megawatts of power (such approval date, the “Approval Date”), the Title Company shall release to Seller the Holdback Amount within three (3) Business Days of the Approval Date pursuant to the Holdback Escrow Agreement; provided that, if the Approval Date does not occur within one hundred and twenty (120) days after the Closing Date (the “Energization Expiration Date”), the Purchase Price shall be permanently reduced by $500,000 per megawatt of power under 200 megawatts (and in excess of 132 megawatts) that has not been approved for power energization (the “Shortfall Amount”), and such Shortfall Amount the Title Company shall release to Purchaser pursuant to the terms of the Holdback Escrow Agreement, with the balance of the Holdback Amount released to Seller. If such Shortfall Amount exceeds the Holdback Amount, then in addition to the release of the Shortfall Amount to Purchaser as aforesaid, Seller shall pay Purchaser an amount equal to the difference between the Shortfall Amount and the Holdback Amount within thirty (30) days after the Energization Expiration Date. By way of example, if on the Energization Expiration Date, the Data Center is only conditionally approved for 140 megawatts of power energization, the Title Company shall release the Holdback Amount to Purchaser and Seller shall pay Purchaser $5,000,000 within thirty (30) days after the Energization Expiration Dates. From and after the Effective Date until the Energization Expiration Date, the parties shall reasonably cooperate, and shall use commercially reasonable efforts to cause the conditional approval of the power energization of the Data Center’s entire 200 megawatts of power, all at each party’s respective sole cost and expense, including, without limitation, executing such...
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