Common use of Energization of the Project Clause in Contracts

Energization of the Project. The Project must be Energized by the Scheduled Energized Date indicated on the Proposed Project Report substantially in the form of Exhibit A-1 to this REC Contract. The Scheduled Energized Date shall be the date that is eighteen (18) months from the Effective Date unless extended pursuant to Section 5(b) of this Cover Sheet. Provided that an extension request is made in writing by Seller to Buyer and the IPA prior to the Scheduled Energized Date, the Scheduled Energized Date may be extended one or more times as follows: a one hundred eighty (180) day extension shall be granted upon payment of a refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment from Buyer to Seller; a second one hundred eighty (180) day extension subsequent to an extension granted pursuant to subsection (i) above shall be granted upon payment of an additional refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment from Buyer to Seller, provided that (A) the purpose of such extension is to acquire subscribers as certified by Seller in the request and (B) the Date of Final Interconnection Approval has occurred on or before the time of the extension request pursuant to this subsection (ii); an extension of up to one hundred eighty (180) days may be granted if Seller demonstrates, to the satisfaction of Buyer in its reasonable discretion, that such extension is necessary due to documented delays associated with the processing of permit requests or addressing regulatory requirements, provided such delays are not primarily caused by Seller’s actions; an extension shall be granted if the Project is electrically complete (ready to start generation), but the utility to which the Project is to be interconnected has not approved the interconnection; provided that Seller demonstrates, to the satisfaction of Buyer in its reasonable discretion, that the interconnection approval request was made to the applicable interconnecting utility within thirty (30) days of the Project being electrically complete; and provided further that such extension shall expire thirty (30) days after the Project receives its interconnection; and if such extension is granted and the utility to which the Project is to be interconnected has not approved the interconnection for a period of seven hundred thirty (730) days from the date such extension is granted, then Seller has the right to terminate this REC Contract and receive a refund of its Performance Assurance by providing written notice to Buyer and the IPA; and other extensions may be granted on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its reasonable discretion, if the approval of such extension is communicated in writing by the IPA to Buyer and Seller. For the avoidance of doubt, good cause would include Energization delays resulting from delays in receiving the interconnecting utility’s estimate of costs to construct the interconnection facilities, and complete required distribution upgrades, necessary for the interconnection of the Project. For avoidance of doubt, the extensions set forth in each of subsections (iii), (iv) and (v) of this Section 5(b) of the REC Contract are independent of any other extensions that may be granted pursuant to this Section 5(b), and shall commence on the date such extension is granted, which may run concurrent with the extensions set forth in subsection (i) or (ii) of this Section 5(b) of the REC Contract. If an extension is granted to the Scheduled Energized Date, the revised Scheduled Energized Date shall be specified in an amended Proposed Project Report substantially in the form of Exhibit A-1 to the REC Contract and provided by the IPA to Buyer and Seller. Seller’s failure to Energize the Project by the Scheduled Energized Date (or revised Scheduled Energized Date if an extension is granted) shall constitute an Event of Default. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract twenty (20) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such twenty (20) Business Day period and to the satisfaction of Buyer and the IPA in their reasonable discretion, that such Event of Default has not occurred. If the Actual Nameplate Capacity upon Energization is different from the Proposed Nameplate Capacity and such Actual Nameplate Capacity is greater than 2,000 kW or outside the greater of: +/-5kW or +/-25% of such Proposed Nameplate Capacity, then an Event of Default shall be deemed to have occurred. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract twenty (20) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such twenty (20) Business Day period and to the satisfaction of Buyer and the IPA in their reasonable discretion, that such Event of Default has not occurred. Upon Energization, the IPA shall prepare and complete the Energized Project Report substantially in the form of Exhibit A-2 to this REC Contract and provide such Energized Project Report to Buyer and Seller. For the occurrence of an Event of Default pursuant to Section 5(d) or Section 5(e) of this Cover Sheet, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement and any extension fees that have been paid by Seller to Buyer. The Parties acknowledge that: (i) Buyer shall be damaged by Seller due to the occurrence of such Event(s) of Default; (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom; (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty; and (iv) the remedies specified in this Section 5 shall be Buyer’s sole and exclusive remedy in such Event(s) of Default. Prior to the Scheduled Energized Date, if Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. Buyer shall terminate this REC Contract within five (5) Business Days of Buyer’s receipt of written notice from Seller. In the event Seller’s written notice is provided prior to Buyer’s receipt of Seller’s Performance Assurance, then Buyer shall terminate this REC Contract upon Buyer’s receipt of payment by Seller in the amount of the Collateral Requirement.

Energization of the Project. The Project must be Energized by the Scheduled Energized Date indicated on the Proposed Project Report substantially in the form of Exhibit A-1 to this REC Contract. The Scheduled Energized Date shall be the date that is eighteen (18) months from the Effective Date unless extended pursuant to Section 5(b) of this Cover Sheet. Provided that an extension request is made in writing by Seller to Buyer and the IPA prior to the Scheduled Energized Date, the Scheduled Energized Date may be extended one or more times as follows: a one hundred eighty (180) day extension shall be granted upon payment of a refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment from Buyer to Seller; a second one hundred eighty (180) day extension subsequent to an extension granted pursuant to subsection (i) above shall be granted upon payment of an additional refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment from Buyer to Seller, provided that (A) the purpose of such extension is to acquire subscribers Subscribers as certified by Seller in the request and (B) the Date of Final Interconnection Approval has occurred on or before the time of the extension request pursuant to this subsection (ii); an extension of up to one hundred eighty (180) days may be granted if Seller demonstrates, to the satisfaction of Buyer in its reasonable discretion, that such extension is necessary due to documented delays associated with the processing of permit requests or addressing regulatory requirements, provided such delays are not primarily caused by Seller’s actions; an extension shall be granted if the Project is electrically complete (ready to start generation), but the utility to which the Project is to be interconnected has not approved the interconnection; provided that Seller demonstrates, to the satisfaction of Buyer in its reasonable discretion, that the interconnection approval request was made to the applicable interconnecting utility within thirty (30) days of the Project being electrically complete; and provided further that such extension shall expire thirty (30) days after the Project receives its interconnection; and if such extension is granted and the utility to which the Project is to be interconnected has not approved the interconnection for a period of seven hundred thirty (730) days from the date such extension is granted, then Seller has the right to terminate this REC Contract and receive a refund of its Performance Assurance by providing written notice to Buyer and the IPA; and other extensions may be granted on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its reasonable discretion, if the approval of such extension is communicated in writing by the IPA to Buyer and Seller. For the avoidance of doubt, good cause would include Energization delays resulting from delays in receiving the interconnecting utility’s estimate of costs to construct the interconnection facilities, and complete required distribution upgrades, necessary for the interconnection of the Project. For avoidance of doubt, the extensions set forth in each of subsections (iii), (iv) and (v) of this Section 5(b) of the REC Contract are independent of any other extensions that may be granted pursuant to this Section 5(b), and shall commence on the date such extension is granted, which may run concurrent with the extensions set forth in subsection (i) or (ii) of this Section 5(b) of the REC Contract. If an extension is granted to the Scheduled Energized Date, the revised Scheduled Energized Date shall be specified in an amended Proposed Project Report substantially in the form of Exhibit A-1 to the REC Contract and provided by the IPA to Buyer and Seller. Seller’s failure to Energize the Project by the Scheduled Energized Date (or revised Scheduled Energized Date if an extension is granted) shall constitute an Event of Default. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract twenty (20) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such twenty (20) Business Day period and to the satisfaction of Buyer and the IPA in their its reasonable discretion, that such Event of Default has not occurred. If the Actual Nameplate Capacity upon Energization is different from the Proposed Nameplate Capacity and such Actual Nameplate Capacity is greater than 2,000 kW or outside the greater of: +/-5kW or +/-25% of such Proposed Nameplate Capacity, then an Event of Default shall be deemed to have occurred. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract twenty (20) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such twenty (20) Business Day period and to the satisfaction of Buyer and the IPA in their its reasonable discretion, that such Event of Default has not occurred. Upon Energization, the IPA shall prepare and complete the Energized Project Report substantially in the form of Exhibit A-2 to this REC Contract and provide such Energized Project Report to Buyer and Seller. For the occurrence of an Event of Default pursuant to Section 5(d) or Section 5(e) of this Cover Sheet, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement and any extension fees that have been paid by Seller to Buyer. The Parties acknowledge that: (i) Buyer shall be damaged by Seller due to the occurrence of such Event(s) of Default; (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom; (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty; and (iv) the remedies specified in this Section 5 shall be Buyer’s sole and exclusive remedy in such Event(s) of Default. Prior to the Scheduled Energized Date, if Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral RequirementRequirement and any extension fees that have been paid by Seller to Buyer. Buyer shall terminate this REC Contract within five (5) Business Days of Buyer’s receipt of written notice from Seller. In the event SellerXxxxxx’s written notice is provided prior to BuyerXxxxx’s receipt of Seller’s Performance Assurance, then Buyer shall terminate this REC Contract upon Buyer’s receipt of payment by Seller in the amount of the Collateral Requirement.

Energization of the Project. The Project must be Energized by the Scheduled Energized Date indicated on the Proposed Project Report substantially in the form of Exhibit A-1 to this REC Contract. The Scheduled Energized Date shall be the date that is eighteen (18) months from the Effective Date unless extended pursuant to Section 5(b) of this Cover Sheet. Provided that an extension request is made in writing by Seller to Buyer and the IPA prior to the Scheduled Energized Date, the Scheduled Energized Date may be extended one or more times as follows: a one hundred eighty (180) day extension shall be granted upon payment of a refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment from Buyer to Seller; a second one hundred eighty (180) day extension subsequent to an extension granted pursuant to subsection (i) above shall be granted upon payment of an additional refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment from Buyer to Seller, provided that (A) the purpose of such extension is to acquire subscribers as certified by Seller in the request and (B) the Date of Final Interconnection Approval has occurred on or before the time of the extension request pursuant to this subsection (ii); an extension of up to one hundred eighty (180) days may be granted if Seller demonstrates, to the satisfaction of Buyer in its reasonable discretion, that such extension is necessary due to documented delays associated with the processing of permit requests or addressing regulatory requirements, provided such delays are not primarily caused by Seller’s actions; an extension shall be granted if the Project is electrically complete (ready to start generation), but the utility to which the Project is to be interconnected has not approved the interconnection; provided that Seller demonstrates, to the satisfaction of Buyer in its reasonable discretion, that the interconnection approval request was made to the applicable interconnecting utility within thirty (30) days of the Project being electrically complete; and provided further that such extension shall expire thirty (30) days after the Project receives its interconnection; and if such extension is granted and the utility to which the Project is to be interconnected has not approved the interconnection for a period of seven hundred thirty (730) days from the date such extension is granted, then Seller has the right to terminate this REC Contract and receive a refund of its Performance Assurance by providing written notice to Buyer and the IPA; and other extensions may be granted on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its reasonable discretion, if the approval of such extension is communicated in writing by the IPA to Buyer and Seller. For the avoidance of doubt, good cause would include Energization delays resulting from delays in receiving the interconnecting utility’s estimate of costs to construct the interconnection facilities, and complete required distribution upgrades, necessary for the interconnection of the Project. For avoidance of doubt, the extensions set forth in each of subsections (iii), (iv) and (v) of this Section 5(b) of the REC Contract are independent of any other extensions that may be granted pursuant to this Section 5(b), and shall commence on the date such extension is granted, which may run concurrent with the extensions set forth in subsection (i) or (ii) of this Section 5(b) of the REC Contract. If an extension is granted to the Scheduled Energized Date, the revised Scheduled Energized Date shall be specified in an amended Proposed Project Report substantially in the form of Exhibit A-1 to the REC Contract and provided by the IPA to Buyer and Seller. Seller’s failure to Energize the Project by the Scheduled Energized Date (or revised Scheduled Energized Date if an extension is granted) shall constitute an Event of Default. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract twenty (20) Business Days after written notice by Buyer Xxxxx to Seller unless Seller demonstrates, within such twenty (20) Business Day period and to the satisfaction of Buyer and the IPA in their reasonable discretion, that such Event of Default has not occurred. If the Actual Nameplate Capacity upon Energization is different from the Proposed Nameplate Capacity and such Actual Nameplate Capacity is greater than 2,000 kW or outside the greater of: +/-5kW or +/-25% of such Proposed Nameplate Capacity, then an Event of Default shall be deemed to have occurred. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract twenty (20) Business Days after written notice by Buyer Xxxxx to Seller unless Seller demonstrates, within such twenty (20) Business Day period and to the satisfaction of Buyer and the IPA in their reasonable discretion, that such Event of Default has not occurred. Upon Energization, the IPA shall prepare and complete the Energized Project Report substantially in the form of Exhibit A-2 to this REC Contract and provide such Energized Project Report to Buyer and Seller. For the occurrence of an Event of Default pursuant to Section 5(d) or Section 5(e) of this Cover Sheet, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement and any extension fees that have been paid by Seller to Buyer. The Parties acknowledge that: (i) Buyer shall be damaged by Seller due to the occurrence of such Event(s) of Default; (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom; (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty; and (iv) the remedies specified in this Section 5 shall be Buyer’s sole and exclusive remedy in such Event(s) of Default. Prior to the Scheduled Energized Date, if Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement. Buyer shall terminate this REC Contract within five (5) Business Days of Buyer’s receipt of written notice from Seller. In the event SellerXxxxxx’s written notice is provided prior to BuyerXxxxx’s receipt of Seller’s Performance Assurance, then Buyer shall terminate this REC Contract upon Buyer’s receipt of payment by Seller in the amount of the Collateral Requirement.

Energization of the Project. The Project must be Energized by the Scheduled Energized Date indicated on the Proposed Project Report substantially in the form of Exhibit A-1 to this REC Contract. The Scheduled Energized Date shall be the date that is eighteen (18) months from the Effective Date unless extended pursuant to Section 5(b) of this Cover Sheet. Provided that an extension request is made in writing by Seller to Buyer and the IPA prior to the Scheduled Energized Date, the Scheduled Energized Date may be extended one or more times as follows: a one hundred eighty (180) day extension shall be granted upon payment of a refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment from Buyer to Seller; a second one hundred eighty (180) day extension subsequent to an extension granted pursuant to subsection (i) above shall be granted upon payment of an additional refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment from Buyer to Seller, provided that (A) the purpose of such extension is to acquire subscribers Subscribers as certified by Seller in the request and (B) the Date of Final Interconnection Approval has occurred on or before the time of the extension request pursuant to this subsection (ii); an extension of up to one hundred eighty (180) days may be granted if Seller demonstrates, to the satisfaction of Buyer in its reasonable discretion, that such extension is necessary due to documented delays associated with the processing of permit requests or addressing regulatory requirements, provided such delays are not primarily caused by Seller’s actions; an extension shall be granted if the Project is electrically complete (ready to start generation), but the utility to which the Project is to be interconnected has not approved the interconnection; provided that Seller demonstrates, to the satisfaction of Buyer in its reasonable discretion, that the interconnection approval request was made to the applicable interconnecting utility within thirty (30) days of the Project being electrically complete; and provided further that such extension shall expire thirty (30) days after the Project receives its interconnection; and if such extension is granted and the utility to which the Project is to be interconnected has not approved the interconnection for a period of seven hundred thirty (730) days from the date such extension is granted, then Seller has the right to terminate this REC Contract and receive a refund of its Performance Assurance by providing written notice to Buyer and the IPA; and other extensions may be granted on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its reasonable discretion, if the approval of such extension is communicated in writing by the IPA to Buyer and Seller. For the avoidance of doubt, good cause would include Energization delays resulting from delays in receiving the interconnecting utility’s estimate of costs to construct the interconnection facilities, and complete required distribution upgrades, necessary for the interconnection of the Project. For avoidance of doubt, the extensions set forth in each of subsections (iii), (iv) and (v) of this Section 5(b) of the REC Contract are independent of any other extensions that may be granted pursuant to this Section 5(b), and shall commence on the date such extension is granted, which may run concurrent with the extensions set forth in subsection (i) or (ii) of this Section 5(b) of the REC Contract. If an extension is granted to the Scheduled Energized Date, the revised Scheduled Energized Date shall be specified in an amended Proposed Project Report substantially in the form of Exhibit A-1 to the REC Contract and provided by the IPA to Buyer and Seller. Seller’s failure to Energize the Project by the Scheduled Energized Date (or revised Scheduled Energized Date if an extension is granted) shall constitute an Event of Default. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract twenty (20) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such twenty (20) Business Day period and to the satisfaction of Buyer and the IPA in their its reasonable discretion, that such Event of Default has not occurred. If the Actual Nameplate Capacity upon Energization is different from the Proposed Nameplate Capacity and such Actual Nameplate Capacity is greater than 2,000 kW or outside the greater of: +/-5kW or +/-25% of such Proposed Nameplate Capacity, then an Event of Default shall be deemed to have occurred. Upon the occurrence of such Event of Default, Buyer shall terminate this REC Contract twenty (20) Business Days after written notice by Buyer to Seller unless Seller demonstrates, within such twenty (20) Business Day period and to the satisfaction of Buyer and the IPA in their its reasonable discretion, that such Event of Default has not occurred. Upon Energization, the IPA shall prepare and complete the Energized Project Report substantially in the form of Exhibit A-2 to this REC Contract and provide such Energized Project Report to Buyer and Seller. For the occurrence of an Event of Default pursuant to Section 5(d) or Section 5(e) of this Cover Sheet, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement and any extension fees that have been paid by Seller to Buyer. The Parties acknowledge that: (i) Buyer shall be damaged by Seller due to the occurrence of such Event(s) of Default; (ii) it would be impracticable or extremely difficult to determine the actual damages resulting therefrom; (iii) the remedies specified herein are fair and reasonable and do not constitute a penalty; and (iv) the remedies specified in this Section 5 shall be Buyer’s sole and exclusive remedy in such Event(s) of Default. Prior to the Scheduled Energized Date, if Seller determines that it will not construct the Project in a timely manner, it shall provide a written notice of that determination to Buyer. In such a case, Buyer shall be entitled to payment by Seller in the amount of the Collateral RequirementRequirement and any extension fees that have been paid by Seller to Buyer. Buyer shall terminate this REC Contract within five (5) Business Days of Buyer’s receipt of written notice from Seller. In the event Seller’s written notice is provided prior to Buyer’s receipt of Seller’s Performance Assurance, then Buyer shall terminate this REC Contract upon Buyer’s receipt of payment by Seller in the amount of the Collateral Requirement.