Common use of Final Completion Clause in Contracts

Final Completion. Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Final Completion. If and when Xxxxxx considers that the Work has achieved Final Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit BB (the “Final Completion Certificate”) signed by a duly authorized representative of Seller. Buyer shall, within fifteen (15) Business Days after receipt of such Final Completion Certificate, either (a) confirm in writing to Seller that it agrees that the Work has achieved Final Completion or (b) notify Seller in writing that it does not agree that the Work has achieved Final Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (b) immediately above, Seller shall address and resolve any and all deficiencies in the Work and resubmit its Final Completion Certificate to Buyer. For the purposes of this Agreement, the Work shall be deemed to have achieved Final Completion on the earlier of (i) the date Buyer confirms in writing to Seller that it agrees the Work has achieved Final Completion and (ii) if within fifteen (15) Business Days after receipt from Seller of the Final Completion Certificate, Xxxxx has neither confirmed in writing that it agrees the Work has achieved Final Completion nor provided Seller a notice pursuant to clause (b) above, the fifteenth (15th) Business Day after Seller issues Buyer a written certification that the Work has achieved Final Completion Certificate in accordance with the requirements of this Agreement.

Final Completion. Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve “Final Completion. If and when Xxxxxx considers that the Work has achieved Final Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form ” of Exhibit BB (the “Final Completion Certificate”) signed by a duly authorized representative of Seller. Buyer shall, within fifteen (15) Business Days after receipt of such Final Completion Certificate, either (a) confirm in writing to Seller that it agrees that the Work has achieved Final Completion or (b) notify Seller in writing that it does not agree that the Work has achieved Final Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (b) immediately above, Seller shall address and resolve any and all deficiencies in the Work and resubmit its Final Completion Certificate to Buyer. For the purposes of this Agreement, the Work shall be deemed to have achieved once (a) the Work passes a Final Completion on the earlier of inspection, (ib) the date Buyer confirms Construction Manager has submitted all documentation required in writing to Seller that it agrees the Work has achieved Owner’s project management software (Final Completion and Close- Out Process), in the format specified by the Owner (iic) if within fifteen (15) Business Days after receipt from Seller of and all stakeholders involved in the Final Completion Certificateand Close-out process have approved such documents. When Construction Manager believes it has fully performed all of the Work, Xxxxx has neither confirmed in writing including all punch list items, Construction Manager shall deliver to Owner a Final Payment Affidavit from Construction Manager certifying that it agrees the all Work has achieved Final Completion nor provided Seller a notice pursuant to clause (b) above, the fifteenth (15th) Business Day after Seller issues Buyer a written certification that the Work has achieved Final Completion Certificate been completed in accordance with the requirements of this Agreementthe Contract Documents. Such affidavit shall be submitted to Owner by Construction Manager at the same time it submits its final payment application. After receipt of such Affidavit, the final payment application and all other documents required for Project close-out, Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final acceptance by Owner. Construction Manager shall provide Owner a list of any item(s) due but unable to be delivered and the reason for non-delivery, and any other documents reasonably and customarily required or expressly required herein for full and final close-out of the Work. Owner reserves the right to inspect the Work and make an independent determination as to the Work’s acceptability, even though Professional may have issued its recommendations. Unless and until Owner is completely satisfied that Final Completion has been achieved, neither the final payment nor the retainage shall become due and payable; provided, however, that if a good faith dispute exists as to whether one or more punch list items have been properly completed, but all other conditions precedent to final payment have been satisfied, Owner shall make final payment less an amount not to exceed 150 percent (150%) of the total costs to complete such items and less any other amounts that the Contact Documents or Applicable Laws entitle Owner to withhold.

Final Completion. Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Final Completion. If and when Xxxxxx Seller considers that the Work has achieved Final Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit BB (the “Final Completion Certificate”) signed by a duly authorized representative of Sellerwriting. Buyer shall, within fifteen (15) Business Days after receipt of such Final Completion Certificatecertification, either (a) confirm in writing to Seller that it agrees that the Work has achieved Final Completion or (b) notify Seller in writing that it does not agree that the Work has achieved Final Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (b) immediately above, Seller shall address and resolve any and all deficiencies in the Work and resubmit its certification of Final Completion Certificate to Buyer. For the purposes of this Agreement, the Work shall be deemed to have achieved Final Completion Completion, including completion of previously identified Punchlist Items, on the earlier of (i) the date Buyer confirms in writing to Seller that it agrees the Work has achieved Final Completion and (ii) if within fifteen (15) Business Days after receipt of a written certification from Seller of that the Work has achieved Final Completion CertificateCompletion, Xxxxx Buyer has neither confirmed in writing that it agrees the Work has achieved Final Completion nor provided Seller a notice pursuant to clause (b) above, the fifteenth (15th) Business Day after Seller issues Buyer a written certification that the Work has achieved Final Completion Certificate in accordance with the requirements of this AgreementCompletion.

Final Completion. Subject to the occurrence of the FNTP Date, Seller shall cause the Work In order to achieve Final Completion, Northwind must have: (i) achieved Substantial Completion, (ii) corrected all conditions constituting Defects and Deficiencies identified in writing by Aladdin to Northwind, (iii) performed all other obligations of Northwind under this Agreement to be then performed, in a manner reasonably satisfactory to Aladdin, and (iv) delivered to Aladdin a certificate of final completion (the "Final Completion Certificate"), which shall be in the form agreed to by the Parties, initialed by the Parties and attached hereto as Exhibit F by not later than thirty (30) days after Notice to Proceed is received by Northwind. If and when Xxxxxx considers Aladdin believes, at the time of such certification by Northwind, that the Work Plant has achieved not reached Final Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit BB then within ten (the “Final Completion Certificate”) signed by a duly authorized representative of Seller. Buyer shall, within fifteen (1510) Business Days after of Aladdin's receipt of such Final Completion Certificate, either (a) confirm in writing to Seller that it agrees that the Work has achieved Final Completion or (b) notify Seller in writing that it does not agree that the Work has achieved Final Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (b) immediately above, Seller shall address and resolve any and all deficiencies in the Work and resubmit its Final Completion Certificate to Buyer. For the purposes of this Agreement, the Work shall be deemed to have achieved Final Completion on the earlier of (i) the date Buyer confirms in writing to Seller that it agrees the Work has achieved Final Completion and (ii) if within fifteen (15) Business Days after receipt from Seller of the Final Completion Certificate, Xxxxx has neither confirmed in writing that it agrees Aladdin shall provide Northwind with written notice clearly setting forth the Work has achieved basis for Aladdin's belief. Any portions of the Plant to which timely objection is not made by Aladdin shall be considered to have reached Final Completion nor provided Seller a Completion. Failure by Aladdin to deliver any notice pursuant to clause within such ten (b) above, the fifteenth (15th10) Business Day after Seller issues Buyer a written certification period shall be deemed acknowledgment by Aladdin that the Work has achieved Final Completion Certificate has occurred. If Aladdin delivers a notice to Northwind as aforesaid, Northwind shall determine whether it agrees with Aladdin's notice. If Northwind agrees with Aladdin's notice, Northwind shall take the actions necessary to bring the Plant to Final Completion. In the event Northwind contests Aladdin's notification that Final Completion has not been achieved, Aladdin and Northwind shall promptly confer and exert their best efforts in accordance good faith to reach a reasonable and equitable resolution of the issue. If Aladdin and Northwind are unable to resolve the issue within five (5) Business Days, the matter shall be referred to the Independent Engineer. The Parties agree to accept the determination made by the Independent Engineer with the requirements of this Agreementrespect to whether Final Completion has been achieved and to act accordingly.

Final Completion. Subject to the occurrence of the FNTP Date, Seller shall cause deliver written notice to Buyer promptly after Seller believes that Final Completion of a Construction Project has occurred, and such notification shall include all information required under the Work to achieve definition of “Final Completion. If and when Xxxxxx considers that the Work has achieved Final Completion, Seller shall certify the same to Buyer ” set forth in writing by delivering a certificate substantially in the form of Exhibit BB (the “Final Completion Certificate”) signed by a duly authorized representative of Sellerthis Agreement. Buyer shall, within fifteen shall have ten (1510) Business Days days after receipt such notice to deliver a written notice to Seller approving or disapproving of such Final Completion CertificateCompletion; if Buyer fails to respond during such ten (10) day period, either (a) confirm in writing to Seller that it agrees that the Work has achieved Final Completion or (b) notify Seller in writing that it does not agree that the Work has achieved Final Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (b) immediately above, Seller shall address and resolve any and all deficiencies in the Work and resubmit its Final Completion Certificate to Buyer. For the purposes of this Agreement, the Work shall be deemed to have achieved approved such Final Completion. If Buyer approves, or is deemed to have approved, Final Completion on of a Construction Project, the earlier parties shall proceed towards the Closing of the purchase and sale of such Construction Project in accordance with the terms of this Agreement. If Buyer disapproves of Final Completion of a Construction Project, Buyer shall also provide an explanation of such disapproval; provided that Buyer shall have no right to disapprove any aspect of the Construction Project previously approved by Buyer under Section 3.3(h) above. Disputes between Buyer and Seller regarding whether a Construction Defect exists or has been sufficiently replaced, corrected, repaired or otherwise cured that are not resolved after a ten (i10) day period of negotiation between Seller and Buyer shall be resolved by arbitration pursuant to Section 12.20 below. If Buyer and Seller agree that a Construction Defect exists, or it is determined pursuant to the arbitration proceedings described in Section 12.20 that a Construction Defect exists, Seller shall promptly attempt to replace, correct, repair or otherwise cure such Construction Defect; provided that if Seller does not so replace, correct, repair or otherwise cure such Construction Defect within ninety (90) days after the latest date provided for in Section 2.4 for the closing of the applicable Construction Project, then the Closing for the sale and purchase of such Construction Project shall proceed in accordance with this Agreement, and Buyer confirms shall be entitled to a credit against the Allocated Purchase Price for such Construction Project, in an amount determined by arbitration pursuant to Section 12.20 below. Notwithstanding the foregoing, Seller and Buyer shall each have the right to terminate this Agreement, with respect to such Property only, if such credit to the Allocated Purchase Price for such Property is in excess of 5% of the Allocated Purchase Price for such Property, in which case the Escrow Agent shall return to Buyer the Allocated Xxxxxxx Money for such Property and this Agreement shall remain in full force and effect with respect to any other Properties for which the Closing has not then occurred. If Seller elects to terminate this Agreement with respect to a Construction Property in accordance with the previous sentence, Buyer may elect, in writing delivered to Seller that it agrees the Work has achieved Final Completion and within ten (ii) if within fifteen (1510) Business Days after receipt Seller's election to terminate this Agreement with respect to such Property, to terminate this Agreement in its entirety and receive a refund of all of the Xxxxxxx Money then remaining on deposit with the Escrow Agent, reimbursement of Buyer's Transaction Costs and payment from Seller of the Final Completion Certificateapplicable Break-up Fee, Xxxxx has if any, and neither confirmed in writing party shall have any further rights or obligations hereunder other than such rights and obligations that it agrees the Work has achieved Final Completion nor provided Seller a notice pursuant to clause (b) above, the fifteenth (15th) Business Day after Seller issues Buyer a written certification that the Work has achieved Final Completion Certificate in accordance with the requirements expressly survive termination of this Agreement. Under no circumstances shall Buyer be required or be deemed to waive any of its rights under any warranties that are assigned to Buyer hereunder with respect to a Project.

Final Completion. Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Final Completion. If and when Xxxxxx considers that the Work has achieved Final Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit BB AA (the “Final Completion Certificate”) signed by a duly authorized representative of Seller. Buyer shall, within fifteen (15) Business Days after receipt of such Final Completion Certificate, either (a) confirm in writing to Seller that it agrees that the Work has achieved Final Completion or (b) notify Seller in writing that it does not agree that the Work has achieved Final Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (b) immediately above, Seller shall address and resolve any and all deficiencies in the Work and resubmit its Final Completion Certificate to Buyer. For the purposes of this Agreement, the Work shall be deemed to have achieved Final Completion on the earlier of (i) the date Buyer confirms in writing to Seller that it agrees the Work has achieved Final Completion and (ii) if within fifteen (15) Business Days after receipt from Seller of the Final Completion Certificate, Xxxxx has neither confirmed in writing that it agrees the Work has achieved Final Completion nor provided Seller a notice pursuant to clause (b) above, the fifteenth (15th) Business Day after Seller issues issues‌ 55 NTD: As noted previously, the effect of the Inflation Reduction Act (which links a new-build Solar PV and/or XXXX generation facility owner’s receipt or eligibility for certain Tax or other benefits available under the Act to compliance with specified labor requirements and other predicates) on the terms and conditions in this model Agreement is under Buyer review. Without limiting Buyer’s rights or Seller’s obligations under Section 20.7, ETI expects to require Seller to comply with the Act and related Laws to the extent compliance is necessary or appropriate to generate the required Project Tax Benefits for the Project or other Project benefits.] Buyer a written certification that the Work has achieved Final Completion Certificate in accordance with the requirements of this Agreement.

Final Completion. Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Final Completion. If and when Xxxxxx considers that the Work has achieved Final Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit BB (the “Final Completion Certificate”) signed by a duly authorized representative of Sellerwriting. Buyer shall, within fifteen (15) Business Days after receipt of such Final Completion Certificatecertification, either (a) confirm in writing to Seller that it agrees that the Work has achieved Final Completion or (b) notify Seller in writing that it does not agree that the Work has achieved Final Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (b) immediately above, Seller shall address and resolve any and all deficiencies in the Work and resubmit its certification of Final Completion Certificate to Buyer. For the purposes of this Agreement, the Work shall be deemed to have achieved Final Completion Completion, including completion of previously identified Punchlist Items, on the earlier of (i) the date Buyer confirms in writing to Seller that it agrees the Work has achieved Final Completion and (ii) if within fifteen (15) Business Days after receipt from unless Buyer provides Seller of the Final Completion Certificate, Xxxxx has neither confirmed in writing that it agrees the Work has achieved Final Completion nor provided Seller with a notice pursuant to clause (b) aboveabove within fifteen (15) Business Days of receipt of a written certification from Seller that the Work has achieved Final Completion, the fifteenth (15th) Business Day after Seller issues Buyer a written certification that the Work has achieved Final Completion Certificate in accordance with the requirements of this AgreementCompletion.

Final Completion. Subject to the occurrence of the FNTP Date, Seller shall cause deliver written notice to Buyer promptly after Seller believes that Final Completion of a Construction Project has occurred, and such notification shall include all information required under the Work to achieve definition of “Final Completion. If and when Xxxxxx considers that the Work has achieved Final Completion, Seller shall certify the same to Buyer ” set forth in writing by delivering a certificate substantially in the form of Exhibit BB (the “Final Completion Certificate”) signed by a duly authorized representative of Sellerthis Agreement. Buyer shall, within fifteen shall have ten (1510) Business Days days after receipt such notice to deliver a written notice to Seller approving or disapproving of such Final Completion CertificateCompletion; if Buyer fails to respond during such ten (10) day period, either (a) confirm in writing to Seller that it agrees that the Work has achieved Final Completion or (b) notify Seller in writing that it does not agree that the Work has achieved Final Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (b) immediately above, Seller shall address and resolve any and all deficiencies in the Work and resubmit its Final Completion Certificate to Buyer. For the purposes of this Agreement, the Work shall be deemed to have achieved approved such Final Completion. If Buyer approves, or is deemed to have approved, Final Completion on of a Construction Project, the earlier parties shall proceed towards the Closing 22 of the purchase and sale of such Construction Project in accordance with the terms of this Agreement. If Buyer disapproves of Final Completion of a Construction Project, Buyer shall also provide an explanation of such disapproval; provided that Buyer shall have no right to disapprove any aspect of the Construction Project previously approved by Buyer under Section 3.3(h) above. Disputes between Buyer and Seller regarding whether a Construction Defect exists or has been sufficiently replaced, corrected, repaired or otherwise cured that are not resolved after a ten (i10) day period of negotiation between Seller and Buyer shall be resolved by arbitration pursuant to Section 12.20 below. If Buyer and Seller agree that a Construction Defect exists, or it is determined pursuant to the arbitration proceedings described in Section 12.20 that a Construction Defect exists, Seller shall promptly attempt to replace, correct, repair or otherwise cure such Construction Defect; provided that if Seller does not so replace, correct, repair or otherwise cure such Construction Defect within ninety (90) days after the latest date provided for in Section 2.4 for the closing of the applicable Construction Project, then the Closing for the sale and purchase of such Construction Project shall proceed in accordance with this Agreement, and Buyer confirms shall be entitled to a credit against the Allocated Purchase Price for such Construction Project, in an amount determined by arbitration pursuant to Section 12.20 below. Notwithstanding the foregoing, Seller and Buyer shall each have the right to terminate this Agreement, with respect to such Property only, if such credit to the Allocated Purchase Price for such Property is in excess of 5% of the Allocated Purchase Price for such Property, in which case the Escrow Agent shall return to Buyer the Allocated Xxxxxxx Money for such Property and this Agreement shall remain in full force and effect with respect to any other Properties for which the Closing has not then occurred. If Seller elects to terminate this Agreement with respect to a Construction Property in accordance with the previous sentence, Buyer may elect, in writing delivered to Seller that it agrees the Work has achieved Final Completion and within ten (ii) if within fifteen (1510) Business Days after receipt Seller's election to terminate this Agreement with respect to such Property, to terminate this Agreement in its entirety and receive a refund of all of the Xxxxxxx Money then remaining on deposit with the Escrow Agent, reimbursement of Buyer's Transaction Costs and payment from Seller of the Final Completion Certificateapplicable Break-up Fee, Xxxxx has if any, and neither confirmed in writing party shall have any further rights or obligations hereunder other than such rights and obligations that it agrees the Work has achieved Final Completion nor provided Seller a notice pursuant to clause (b) above, the fifteenth (15th) Business Day after Seller issues Buyer a written certification that the Work has achieved Final Completion Certificate in accordance with the requirements expressly survive termination of this Agreement.. Under no circumstances shall Buyer be required or be deemed to waive any of its rights under any warranties that are assigned to Buyer hereunder with respect to a Project. (j)

Final Completion. Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Final Completion. If and when Xxxxxx Seller considers that the Work has achieved Final Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit BB (the “Final Completion Certificate”) signed by a duly authorized representative of Seller. Buyer shall, within fifteen (15) Business Days after receipt of such Final Completion Certificate, either (a) confirm in writing to Seller that it agrees that the Work has achieved Final Completion or (b) notify Seller in writing that it does not agree that the Work has achieved Final Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (b) immediately above, Seller shall promptly address and resolve any and all deficiencies in the Work and resubmit its Final Completion Certificate to Buyer. For the purposes of this Agreement, the Work shall be deemed to have achieved Final Completion on the earlier of (i) the date Buyer confirms in writing to Seller that it agrees the Work has achieved Final Completion and (ii) if within fifteen (15) Business Days after receipt from Seller of the Final Completion Certificate, Xxxxx Buyer has neither confirmed in writing that it agrees the Work has achieved Final Completion nor provided Seller a notice pursuant to clause (b) above, the fifteenth (15th) Business Day after Seller issues Buyer a written certification that the Work has achieved Final Completion Certificate in accordance with the requirements of this Agreement.

Final Completion. Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve “Final Completion. If and when Xxxxxx considers that the Work has achieved Final Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form ” of Exhibit BB (the “Final Completion Certificate”) signed by a duly authorized representative of Seller. Buyer shall, within fifteen (15) Business Days after receipt of such Final Completion Certificate, either (a) confirm in writing to Seller that it agrees that the Work has achieved Final Completion or (b) notify Seller in writing that it does not agree that the Work has achieved Final Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (b) immediately above, Seller shall address and resolve any and all deficiencies in the Work and resubmit its Final Completion Certificate to Buyer. For the purposes of this Agreement, the Work shall be deemed to have achieved once (a) the Work passes a Final Completion on the earlier of inspection, (ib) the date Buyer confirms Construction Manager has submitted all documentation required in writing to Seller that it agrees the Work has achieved Owner’s project management software (Final Completion and Close- Out Process), in the format specified by the Owner (iic) if within fifteen (15) Business Days after receipt from Seller of and all stakeholders involved in the Final Completion Certificateand close-out process have approved such documents. When Construction Manager believes it has fully performed all of the Work, Xxxxx has neither confirmed in writing including all punch list items, Construction Manager shall deliver to Owner a Final Payment Affidavit from Construction Manager certifying that it agrees the all Work has achieved Final Completion nor provided Seller a notice pursuant to clause (b) above, the fifteenth (15th) Business Day after Seller issues Buyer a written certification that the Work has achieved Final Completion Certificate been completed in accordance with the requirements of this Agreementthe Contract Documents. Such affidavit shall be submitted to Owner by Construction Manager at the same time it submits its final Progress Payment Application. After receipt of such Affidavit, the final Progress Payment Application and all other documents required for Project close-out, Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final acceptance by Owner. Construction Manager shall provide Owner a list of any item(s) due but unable to be delivered and the reason for non-delivery, and any other documents reasonably and customarily required or expressly required herein for full and final close-out of the Work. Owner reserves the right to inspect the Work and make an independent determination as to the Work’s acceptability, even though Professional may have issued its recommendations. Unless and until Owner is completely satisfied that Final Completion has been achieved, neither the final payment nor the retainage shall become due and payable; provided, however, that if a good faith dispute exists as to whether one or more punch list items have been properly completed, but all other conditions precedent to final payment have been satisfied, Owner shall make final payment less an amount not to exceed 150 percent (150%) of the total costs to complete such items and less any other amounts that the Contact Documents or Applicable Laws entitle Owner to withhold.

Final Completion. Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Final Completion. If and when Xxxxxx considers that the Work has achieved Final Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit BB AA (the “Final Completion Certificate”) signed by a duly authorized representative of Seller. Buyer shall, within fifteen (15) Business Days after receipt of such Final Completion Certificate, either (a) confirm in writing to Seller that it agrees that the Work has achieved Final Completion or (b) notify Seller in writing that it does not agree that the Work has achieved Final Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (b) immediately above, Seller shall address and resolve any and all deficiencies in the Work and resubmit its Final Completion Certificate to Buyer. For the purposes of this Agreement, the Work shall be deemed to have achieved Final Completion on the earlier of (i) the date Buyer confirms in writing to Seller that it agrees the Work has achieved Final Completion and (ii) if within fifteen (15) Business Days after receipt from Seller of the Final Completion Certificate, Xxxxx has neither confirmed in writing that it agrees the Work has achieved Final Completion nor provided Seller a notice pursuant to clause (b) above, the fifteenth (15th) Business Day after Seller issues 53 NTD: As noted previously, the effect of the Inflation Reduction Act (which links a new-build Solar PV and/or XXXX generation facility owner’s receipt or eligibility for certain Tax or other benefits available under the Act to compliance with specified labor requirements and other predicates) on the terms and conditions in this model Agreement is under Buyer review. Without limiting Buyer’s rights or Seller’s obligations under Section 20.7, ETI expects to require Seller to comply with the Act and related Laws to the extent compliance is necessary or appropriate to generate the required Project Tax Benefits for the Project or other Project benefits.] Buyer a written certification that the Work has achieved Final Completion Certificate in accordance with the requirements of this Agreement.

Final Completion. Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Final Completion. If and when Xxxxxx considers that the Work has achieved Final Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit BB Z (the “Final Completion Certificate”) signed by a duly authorized representative of Seller. Buyer shall, within fifteen (15) Business Days after receipt of such Final Completion Certificate, either (a) confirm in writing to Seller that it agrees that the Work has achieved Final Completion or (b) notify Seller in writing that it does not agree that the Work has achieved Final Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (b) immediately above, Seller shall address and resolve any and all deficiencies in the Work and 49 NTD: This amount will be $550/MW of Guaranteed PV Plant Capacity per day. resubmit its Final Completion Certificate to Buyer. For the purposes of this Agreement, the Work shall be deemed to have achieved Final Completion on the earlier of (i) the date Buyer confirms in writing to Seller that it agrees the Work has achieved Final Completion and (ii) if within fifteen (15) Business Days after receipt from Seller of the Final Completion Certificate, Xxxxx has neither confirmed in writing that it agrees the Work has achieved Final Completion nor provided Seller a notice pursuant to clause (b) above, the fifteenth (15th) Business Day after Seller issues Buyer a written certification that the Work has achieved Final Completion Certificate in accordance with the requirements of this Agreement.

Final Completion. Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve “Final Completion. If and when Xxxxxx considers that the Work has achieved Final Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form ” of Exhibit BB (the “Final Completion Certificate”) signed by a duly authorized representative of Seller. Buyer shall, within fifteen (15) Business Days after receipt of such Final Completion Certificate, either (a) confirm in writing to Seller that it agrees that the Work has achieved Final Completion or (b) notify Seller in writing that it does not agree that the Work has achieved Final Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (b) immediately above, Seller shall address and resolve any and all deficiencies in the Work and resubmit its Final Completion Certificate to Buyer. For the purposes of this Agreement, the Work shall be deemed to have achieved once: (a) the Work passes a Final Completion on the earlier of inspection; (ib) the date Buyer confirms Construction Manager has submitted all documentation required in writing to Seller that it agrees the Work has achieved Owner’s project management software (Final Completion and Close- Out Process), in the format specified by the Owner; and (iic) if within fifteen (15) Business Days after receipt from Seller of and all stakeholders involved in the Final Completion CertificateClose-Out process have approved such documents. When Construction Manager believes it has fully performed all of the Work, Xxxxx has neither confirmed in writing including all punch list items, Construction Manager shall deliver to Owner a Final Payment Affidavit from Construction Manager certifying that it agrees the all Work has achieved Final Completion nor provided Seller a notice pursuant to clause (b) above, the fifteenth (15th) Business Day after Seller issues Buyer a written certification that the Work has achieved Final Completion Certificate been completed in accordance with the requirements of this Agreementthe Contract Documents. Such affidavit shall be submitted to Owner by Construction Manager at the same time it submits its final progress payment application. After receipt of such Affidavit, the final progress payment application and all other documents required for Project close-out, Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final acceptance by Owner. Construction Manager shall provide Owner a list of any item(s) due but unable to be delivered and the reason for non-delivery, and any other documents reasonably and customarily required or expressly required herein for full and final close-out of the Work. Owner reserves the right to inspect the Work and make an independent determination as to the Work’s acceptability, even though Professional may have issued its recommendations. Unless and until Owner is completely satisfied that Final Completion has been achieved, neither the final payment nor the retainage shall become due and payable; provided, however, that if a good faith dispute exists as to whether one or more punch list items have been properly completed, but all other conditions precedent to final payment have been satisfied, Owner shall make final payment less an amount not to exceed 150 percent (150%) of the total costs to complete such items and less any other amounts that the Contact Documents or Applicable Laws entitle Owner to withhold.

Final Completion. Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve “Final Completion. If and when Xxxxxx considers that the Work has achieved Final Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form ” of Exhibit BB (the “Final Completion Certificate”) signed by a duly authorized representative of Seller. Buyer shall, within fifteen (15) Business Days after receipt of such Final Completion Certificate, either (a) confirm in writing to Seller that it agrees that the Work has achieved Final Completion or (b) notify Seller in writing that it does not agree that the Work has achieved Final Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (b) immediately above, Seller shall address and resolve any and all deficiencies in the Work and resubmit its Final Completion Certificate to Buyer. For the purposes of this Agreement, the Work shall be deemed to have achieved once (a) the Work passes a Final Completion on the earlier of inspection; (ib) the date Buyer confirms Contractor has submitted all documentation required in writing to Seller that it agrees the Work has achieved Owner’s project management software (Final Completion and Close-Out Process), in the format specified by the Owner; and (iic) if within fifteen (15) Business Days after receipt from Seller of and all stakeholders involved in the Final Completion CertificateClose-Out process have approved such documents. When Contractor believes it has fully performed all of the Work, Xxxxx has neither confirmed in writing including all punch list items, Contractor shall deliver to Owner a Final Payment Affidavit from Contractor certifying that it agrees the all Work has achieved Final Completion nor provided Seller a notice pursuant to clause (b) above, the fifteenth (15th) Business Day after Seller issues Buyer a written certification that the Work has achieved Final Completion Certificate been completed in accordance with the requirements of this Agreement.the Contract Documents. Such affidavit shall be submitted to Owner by Contractor at the same time it submits its final invoice. After receipt of such Affidavit, the final invoice and all other documents required for Project close-out, Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final acceptance by Owner. If Owner and Professional determine Contractor has completed the entire Work, Professional shall promptly issue a final Certificate for Payment, stating that, to the best of its knowledge, information and belief, and on the basis of its observations and inspections: (x) all of the Work has been completed in accordance with the requirements of the Contract Documents; (y) the final balance due Construction Manager, as noted in the final Certificate for Payment, is due and payable; and (z) all conditions precedent to Construction Manager’s entitlement to final payment have been satisfied. Contractor shall provide Owner a list of any item(s) due but unable to be delivered and the reason for non- delivery, and any other documents reasonably and customarily required or expressly required herein for full and final close-out of the Work. Owner reserves the right to inspect the Work and make an independent determination as to the Work’s acceptability, even though Professional may have issued its recommendations. Unless and until Owner is completely satisfied that Final Completion has been achieved, neither the final payment nor the retainage shall become due and payable; provided, however, that if a good faith dispute exists as to whether one or more punch list items have been properly completed, but all other conditions precedent to final payment have been satisfied, Owner shall make final payment less an amount not to exceed 150 percent (150%) of the total costs to complete such items and less any other amounts that the Contact Documents or Applicable Laws entitle Owner to withhold.‌

Final Completion. Subject to the occurrence of the FNTP Date, Seller shall cause the Work to achieve Final Completion. If and when Xxxxxx considers that the Work has achieved Final Completion, Seller shall certify the same to Buyer in writing by delivering a certificate substantially in the form of Exhibit BB (the “Final Completion Certificate”) signed by a duly authorized representative of Sellerwriting. Buyer shall, within fifteen (15) Business Days after receipt of such Final Completion Certificatecertification, either (a) confirm in writing to Seller that it agrees that the Work has achieved Final Completion or (b) notify Seller in writing that it does not agree that the Work has achieved Final Completion and provide in reasonable detail an explanation of the basis for its disagreement. If Buyer provides Seller with a notice pursuant to clause (b) immediately above, Seller shall address and resolve any and all deficiencies in the Work and resubmit its certification of Final Completion Certificate to Buyer. For the purposes of this Agreement, the Work shall be deemed to have achieved Final Completion Completion, including completion of previously identified Punchlist Items, on the earlier of (i) the date Buyer confirms in writing to Seller that it agrees the Work has achieved Final Completion and (ii) if within fifteen (15) Business Days after receipt of a written certification from Seller of that the Work has achieved Final Completion CertificateCompletion, Xxxxx has neither confirmed in writing that it agrees the Work has achieved Final Completion nor provided Seller a notice pursuant to clause (b) above, the fifteenth (15th) Business Day after Seller issues Buyer a written certification that the Work has achieved Final Completion Certificate in accordance with the requirements of this AgreementCompletion.