Common use of Failure to Obtain Certain Approvals Clause in Contracts

Failure to Obtain Certain Approvals. (a) Unless otherwise agreed in writing by the Parties, this Agreement shall terminate immediately without further action of the Parties in the event any of the Owner Approvals (other than the Municipal Owner Approvals) has not been obtained by the Approval Deadline, any of the Canadian Approvals has not been obtained by the Canadian Approval Deadline, or any of the Municipal Owner Approvals has not been obtained by the Municipal Owner Approval Deadline (each of the foregoing as extended, if applicable, pursuant to Section 4.1(c) or 4.1(e)). (b) In the event any of the Owner Approvals (other than the Municipal Owner Approvals) has not been obtained by the Approval Deadline or if any of the Municipal Owner Approvals has not been obtained by the Municipal Owner Approval Deadline (each of the foregoing as extended, if applicable, pursuant to Section 4.1(c) or 4.1(e)), and this Agreement has been terminated pursuant to clause (a) above, Distribution Company may draw against the Credit Support provided by Owner to Distribution Company, including the Owner Security and any additional Credit Support provided by Owner to Distribution Company pursuant to Section 4.1(c) hereof. (c) In the event any of the Canadian Approvals has not been obtained by the Canadian Approval Deadline (as extended, if applicable, pursuant to Section 4.1(c) or 4.1(e)) and this Agreement has been terminated pursuant to clause (a) above, Distribution Company may draw against the Credit Support provided by Owner to Distribution Company, including the Owner Security and any additional Credit Support provided by Owner to Distribution Company pursuant to Section 4.1(c) hereof. (d) Except as otherwise provided in clause (b) or in clause (c) above, upon termination of this Agreement pursuant to clause (a) above, neither Party shall have any liability to the other Party under this Agreement.

Failure to Obtain Certain Approvals. (a) Unless otherwise agreed in writing by the Parties, this Agreement shall terminate immediately without further action of the Parties in the event any of the Owner Approvals (other than the Municipal Owner Approvals) has not been obtained by the Approval Deadline, any of the Canadian Approvals has not been obtained by the Canadian Approval Deadline, or any of the Municipal Owner Approvals has not been obtained by the Municipal Owner Approval Deadline (each of the foregoing as extended, if applicable, pursuant to Section 4.1(c) or Section 4.1(e)) hereof). (b) In the event any of the Owner Approvals (other than the Municipal Owner Approvals) has not been obtained by the Approval Deadline or if any of the Municipal Owner Approvals has not been obtained by the Municipal Owner Approval Deadline (each of the foregoing as extended, if applicable, pursuant to Section 4.1(c) or Section 4.1(e)) hereof), and this Agreement the Distribution Company TSA has been terminated pursuant to clause (aSection 3.3.3(a) above, of the Distribution Company may draw against TSA, Owner shall pay to Distribution Company the amounts contemplated by Section 3.3.3(b) of the Distribution Company TSA, and Owner shall pay to Purchaser (i) an amount equal to the Credit Support provided by Owner to Distribution CompanyPurchaser under this Agreement, including the Owner Security and any additional Credit Support provided by Owner to Distribution Company Purchaser pursuant to Section 4.1(c) hereofand (ii) in the event the PPA is terminated pursuant to Section 9.2(b) thereof, an amount equal to the Fixed Credit Support. (c) In the event any of the Canadian Approvals has not been obtained by the Canadian Approval Deadline (as extended, if applicable, pursuant to Section 4.1(c) or Section 4.1(e) hereof)) , and this Agreement the Distribution Company TSA has been terminated pursuant to clause (aSection 3.3.3(a) above, of the Distribution Company may draw against TSA, Purchaser shall pay to Owner an amount equal to the Credit Support provided by Owner to Distribution CompanyCompany under the Distribution Company TSA, including the Owner Security (as defined in the Distribution Company TSA) and any additional Credit Support provided by Owner to Distribution Company pursuant to Section 4.1(c) hereofof the Distribution Company TSA; provided that such amount shall exclude the Credit Support provided by Purchaser under this Agreement including any Credit Support provided by Purchaser pursuant to Section 4.1(c). (d) Except as otherwise provided in clause (b) or in clause (c) above, upon termination of this Agreement pursuant to clause (a) above, neither Party shall have any liability to the other Party under this Agreement.

Failure to Obtain Certain Approvals. (a) Unless otherwise agreed in writing by the Parties, this Agreement shall terminate immediately without further action of the Parties in the event any of the Owner Approvals (other than the Municipal Owner Approvals) has not been obtained by the Approval Deadline, any of the Canadian Approvals has not been obtained by the Canadian Approval Deadline, or any of the Municipal Owner Approvals has not been obtained by the Municipal Owner Approval Deadline (each of the foregoing as extended, if applicable, pursuant to Section 4.1(c) or Section 4.1(e)) hereof). (b) In the event any of the Owner Approvals (other than the Municipal Owner Approvals) has not been obtained by the Approval Deadline or if any of the Municipal Owner Approvals has not been obtained by the Municipal Owner Approval Deadline (each of the foregoing as extended, if applicable, pursuant to Section 4.1(c) or Section 4.1(e)) hereof), and this Agreement has been terminated pursuant to clause (a) above, Distribution Company may draw against Owner’s payment obligations shall be as set forth in Section 3.3.3(b) of the Credit Support provided by Purchaser TSAs, and Owner to Distribution Company, including the Owner Security and any shall have no separate or additional Credit Support provided by Owner to Distribution Company pursuant to Section 4.1(c) hereofpayment obligation under this Agreement. (c) In the event any of the Canadian Approvals has not been obtained by the Canadian Approval Deadline (as extended, if applicable, pursuant to Section 4.1(c) or Section 4.1(e) hereof)) , and this Agreement has the RFP Sponsor TSAs have been terminated pursuant to clause (aSection 3.3.3(a) aboveof the RFP Sponsor TSAs, Distribution Company may draw against Purchaser’s payment obligations shall be as set forth in Section 3.3.3(c) of the Credit Support provided by Owner to Distribution CompanyPurchaser TSAs, including the Owner Security and any Purchaser shall have no separate or additional Credit Support provided by Owner to Distribution Company pursuant to Section 4.1(c) hereofpayment obligation under this Agreement. (d) Except as otherwise provided in clause (b) or in clause (c) above, upon termination of this Agreement pursuant to clause (a) above, neither Party shall have any liability to the other Party under this Agreement.