Common use of Failure to Achieve Commercial Operation Clause in Contracts

Failure to Achieve Commercial Operation. If Seller fails to achieve Commercial Operation of the Facility by the Guaranteed Commercial Operation Date, PacifiCorp shall have the right to enter the Facility and do all such things as PacifiCorp may consider necessary or desirable to complete the Facility and cause Commercial Operation to occur. PacifiCorp shall, following the Commercial Operation Date (a) return the Facility to Seller upon execution of an indemnity and release by Seller of all claims arising out of the period of PacifiCorp’s entry on the Facility in a form reasonably acceptable to the Parties or (b) failing the execution of such release or indemnity, (i) operate the Facility for the Term pursuant to Section 8.4.2 or (ii) terminate this Agreement without payment of any damages. Seller shall indemnify and hold PacifiCorp harmless from and against all losses, costs, charges and expenses incurred by PacifiCorp in connection with exercise of its rights under this Section 8.4.1, whether to third parties or otherwise, other than due to the gross negligence or willful misconduct of PacifiCorp.

Failure to Achieve Commercial Operation. If Seller fails to achieve Commercial Operation of the Facility by the Guaranteed Commercial Operation Date, PacifiCorp shall have the right to enter the Facility and do all such things as PacifiCorp may consider necessary or desirable to complete the Facility and cause Commercial Operation to occur. PacifiCorp shall, may at its option following the Commercial Operation Date (a) return the Facility to Seller upon execution of an indemnity and release by Seller of all claims arising out of the period of PacifiCorp’s 's entry on the Facility in a form reasonably reasonable acceptable to the Parties PacifiCorp or (b) failing the execution of such release or indemnity, (i) operate the Facility for the Term pursuant to Section 8.4.2 11.8.2 or (ii) terminate this Agreement without payment of any damages. Seller shall indemnify and hold PacifiCorp harmless from and against all losses, costs, charges and expenses incurred by PacifiCorp in connection with exercise of its rights under this Section 8.4.111.8.1, whether to third parties or otherwise, other than due to the gross negligence or willful misconduct of PacifiCorp.