FINAL VERIFICATION AND COMPLETION Clause Samples

FINAL VERIFICATION AND COMPLETION. 5.1 From the date of receipt of the notice under Article 4.4 above and for a period of 20 Business Days starting from that date, the Transferee shall have the right to conduct a legal and technical due diligence to verify the correct and final and valid granting of the STMGs pursuant to Article 4.1 and, where applicable, the Land’s Clearance (the “Final Verification”). To this effect, the Transferor shall provide the Transferee and its advisors with full access to the STMGs and all other documents and information relating to the Lands’ Clearance and the Project as may be reasonably required by the Transferee. 5.2 Upon completion of the Verification to be made within the deadline term under Article 5.1, should any of STMGs be, totally or partially, not valid or any Lands’ Clearance be not fulfilled, also with respect to part of the PV Plants or the Lands, the Transferee shall have the right to, in addition to any other remedy provided for by the law: (a) terminate this Agreement in its entirety pursuant to Article 13.2 in case the number of non compliant PV Plants is higher than 8 (eight) PV Plants; or (b) proceed to the Completion only with respect to the PV Plants in relation to which the STMGs are fully valid or the Lands’ Clearance has fully occurred - eventually postponing Completion with respect to the other PV Plants. 5.3 Upon satisfactory completion of the Final Verification, the Transferee shall definitively acquire, by entering into appropriate public transfer deeds with the Landlords, all Building Leases or - in the case provided at Article 5.2(b) above - part of the Building Leases pursuant to the relevant Building Lease Contracts (the “Completion”). Completion shall occur within 20 days from the date the Final Verification is satisfactorily completed pursuant to the deadline term under Article 5.1. The Parties expressly agree that Completion shall be deemed to have occurred on the first day after the expiration of such term in case the Building Leases or - in the case provided at Article 5.2(b) above - part of the Building Leases are not entered into by the Transferee within such term and pursuant to the relevant Building Lease Contracts for any reason different from a breach by the Landlords’ of their obligations under the relevant Building lease Contract and directly attributable to the Transferee. In the event under Article 5.2(b) or should (i) any of the Landlords be in breach of its obligations under the Building Lease Contracts or (ii) th...