Common use of Force Majeure Delay Clause in Contracts

Force Majeure Delay. If Provider has not achieved the Initial Shown Date as of the Expected Initial Shown Date because of a Force Majeure event affecting the Project, Provider is not responsible for paying Delay Damages for the period extending to the first day following a day-for-day extension of the same duration as the Force Majeure event. SHOWING COMMITMENT OBLIGATION Showing Quantity . Provider shall commit to CPE the Showing Quantity, which must be exclusively from the Project, during the applicable Contract Month (as set forth on Appendix B) for CPE’s exclusive use of the Local RA Attributes which are part of the Showing Quantity towards its Compliance Obligations. Neither the Showing Quantity nor the Showing Commitment shall confer to CPE any rights to dispatch or receive Energy or Ancillary Services from the Project. If the CPUC or the CAISO reduces the Net Qualifying Capacity of the Project (“NQC Reduction”) for any Showing Year or Showing Month, then Provider has the option to reduce the Showing Quantity by the amount of the NQC Reduction for the affected Showing year or Showing Month. Provider shall give Notice to CPE of any such NQC Reduction no later than fifteen (15) Business Days before the relevant deadlines under the CAISO Tariff for the corresponding Compliance Showing, which Notice shall set forth the Showing Quantity for each Showing Year and Showing Month affected by such NQC Reduction. Upon CPE’s receipt and approval of such Notice, Appendix B shall be deemed to have been updated to reflect the Showing Quantity set forth in such Notice. Showing Commitment Actions

Force Majeure Delay. If Provider Seller has not achieved the Initial Shown Delivery Date as of the Expected Initial Shown Delivery Date because of a Force Majeure event [affecting the ProjectProject]7, Provider Seller is not responsible for paying Delay Damages for the period extending to the first day following a day-for-day extension of the same duration as the Force Majeure event. SHOWING COMMITMENT OBLIGATION Showing Quantity TRANSACTION Product . Provider Seller shall commit to CPE provide Buyer the Showing QuantityContracted Percentage of all Capacity Attributes that may be calculated or derived from the Operational Characteristics, which must be exclusively from the Project, Project (“Product”) during the applicable Contract Month (Month, in each case, as set forth on in Appendix B) for CPE’s exclusive use of II. Operational Characteristics shall not be modified during the Local RA Attributes which are part of the Showing Quantity towards its Compliance ObligationsTerm. Neither the Showing Quantity nor the Showing Commitment shall Product does not confer to CPE Buyer any rights right to dispatch or receive Energy or Ancillary Services from the Project. If Purchase and Sale Obligation . During the CPUC Term, Seller grants, pledges, assigns and otherwise commits and shall deliver to Buyer Product for Buyer’s exclusive use in its capacity as a Central Procurement Entity, pursuant to the terms and conditions contained herein. Buyer shall have the right to re-sell all or the CAISO reduces the Net Qualifying Capacity any portion of the Project Product purchased under this Agreement (“NQC ReductionResold Product”). As of the Execution Date, the amount of Capacity Attributes comprising the Product that Seller commits to deliver to Buyer is set forth on Appendix II. In the event any change by the CPUC, CAISO, other Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such change, then either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Adjustment Date”) without further need for any Showing Year or Showing Monththe Parties to amend this Agreement. Until the Adjustment Date, then Provider has the option Seller shall continue to reduce the Showing Quantity by deliver the amount of the NQC Reduction Capacity Attributes of Product as stated prior to the Confirmation Notice. Buyer shall pay Seller for Product based on the amount (“Payment Quantity”) and fixed-price (“Contract Price”) per unit during the applicable Contract Month, in each case, as listed on Appendix II. All obligations of Seller under this Section Three.2(a), and all Product deliverable to Buyer and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five [Seller’s Delivery], Six [Compensation] and Nine [Payment and Netting]. In the event that (a) the amounts of Capacity Attributes of Product are reduced pursuant to Section Three.2(a)(ii) and (b) such reduction is caused by or related to the implementation of the CAISO RA Enhancement by the CAISO, CPUC or other Governmental Authority having jurisdiction over Capacity Attributes, then from and after the effective date of such reduction, the Payment Quantity shall automatically be reduced proportionately with the total reduction in the amount of Capacity Attributes for the affected Showing year remainder of the Delivery Term without further need for the Parties to amend this Agreement. During the Term, Seller shall take all actions, including executing all documents or Showing Monthinstruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that Buyer can use Product, including enabling Buyer to apply Product towards Buyer’s Compliance Obligations at all times during the Delivery Term. Provider Seller may sell Capacity Attributes from the Project in excess of Product (i) to third parties, (ii) into the applicable market or (iii) to Buyer with Buyer’s prior agreement. In the event a centralized capacity market develops within the WECC region, Buyer will have the exclusive right to offer, bid, or otherwise submit the Product for re-sale in such market, or to cause Seller [, Project Company] or the Project’s SC to do so, and Buyer shall give Notice to CPE retain and receive any and all related revenues. Project Modifications . During the Term, Seller shall Notify Buyer of any such NQC Reduction no later than fifteen proposed Project Modification at least ten (1510) Business Days before prior to the relevant deadlines under start of Work for such Project Modification, and provided further that Seller shall not, and shall not permit any other Person[, including the CAISO Tariff for Project Company,]1 to take any other action that would, or may reasonably be expected to alter, the corresponding Compliance Showing, which Notice shall set forth the Showing Quantity for each Showing Year and Showing Month affected by such NQC Reduction. Upon CPE’s receipt and approval of such Notice, Appendix B shall be deemed to have been updated to reflect the Showing Quantity Project description set forth in such NoticeAppendix II-A as of the Execution Date without the prior written consent of Buyer, which consent shall be in Buyer’s sole and absolute discretion. Showing Commitment ActionsWithin sixty (60) days of completion of a Project Modification, Seller shall certify that the Project is commercially operable by providing Buyer a signed Project Modification Certification, as found at Appendix VI-B. A Project Modification will not alter nor relieve any of Seller’s obligations under this Agreement. Information Sharing . Throughout the Term, Xxxxxx agrees, upon Xxxxx’s request, to provide information[, or cause the Project Company or the Project’s SC to provide information]2, including meter data and any operational information related to bidding the Project into the wholesale energy market, to Buyer in its capacity as a Central Procurement Entity as well as Project specific information set forth in Part 2 of Appendix XIV. Such information shall be treated by Buyer as Confidential Information. Seller shall provide any applicable data to Buyer in a format and to a platform specified by Buyer that is reasonably acceptable to Seller within five (5) Business Days of Buyer’s request.

Force Majeure Delay. If Provider Seller has not achieved the Initial Shown Delivery Date as of the Expected Initial Shown Delivery Date because of a Force Majeure event [affecting the ProjectProject]6, Provider Seller is not responsible for paying Delay Damages for the period extending to the first day following a day-for-day extension of the same duration as the Force Majeure event. SHOWING COMMITMENT OBLIGATION Showing Quantity TRANSACTION Product . Provider Seller shall commit to CPE provide Buyer the Showing QuantityContracted Percentage of all Capacity Attributes that may be calculated or derived from the Operational Characteristics, which must be exclusively from the Project, Project (“Product”) during the applicable Contract Month (Month, in each case, as set forth on in Appendix B) for CPE’s exclusive use of II. Operational Characteristics shall not be modified during the Local RA Attributes which are part of the Showing Quantity towards its Compliance ObligationsTerm. Neither the Showing Quantity nor the Showing Commitment shall Product does not confer to CPE Buyer any rights right to dispatch or receive Energy or Ancillary Services from the Project. If Purchase and Sale Obligation . During the CPUC Term, Seller grants, pledges, assigns and otherwise commits and shall deliver to Buyer Product for Buyer’s exclusive use in its capacity as a Central Procurement Entity, pursuant to the terms and conditions contained herein. Buyer shall have the right to re-sell all or the CAISO reduces the Net Qualifying Capacity any portion of the Project Product purchased under this Agreement (“NQC ReductionResold Product”). As of the Execution Date, the amount of Capacity Attributes comprising the Product that Seller commits to deliver to Buyer is set forth on Appendix II. In the event any change by the CPUC, CAISO, other Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such change, then either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Adjustment Date”) without further need for any Showing Year or Showing Monththe Parties to amend this Agreement. Until the Adjustment Date, then Provider has the option Seller shall continue to reduce the Showing Quantity by deliver the amount of the NQC Reduction Capacity Attributes of Product as stated prior to the Confirmation Notice. Buyer shall pay Seller for Product based on the amount (“Payment Quantity”) and fixed-price (“Contract Price”) per unit during the applicable Contract Month, in each case, as listed on Appendix II. All obligations of Seller under this Section Three.2(a), and all Product deliverable to Buyer and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five [Seller’s Delivery], Six [Compensation] and Nine [Payment and Netting]. In the event that (a) the amounts of Capacity Attributes of Product are reduced pursuant to Section Three.2(a)(ii) and (b) such reduction is caused by or related to the implementation of the CAISO RA Enhancement by the CAISO, CPUC or other Governmental Authority having jurisdiction over Capacity Attributes, then from and after the effective date of such reduction, the Payment Quantity shall automatically be reduced proportionately with the total reduction in the amount of Capacity Attributes for the affected Showing year remainder of the Delivery Term without further need for the Parties to amend this Agreement. During the Term, Seller shall take all actions, including executing all documents or Showing Monthinstruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that Buyer can use Product, including enabling Buyer to apply Product towards Buyer’s Compliance Obligations at all times during the Delivery Term. Provider Seller may sell Capacity Attributes from the Project in excess of Product (i) to third parties, (ii) into the applicable market or (iii) to Buyer with Buyer’s prior agreement. In the event a centralized capacity market develops within the WECC region, Buyer will have the exclusive right to offer, bid, or otherwise submit the Product for re-sale in such market, or to cause Seller [, Project Company] or the Project’s SC to do so, and Buyer shall give Notice to CPE retain and receive any and all related revenues. Project Modifications . During the Term, Seller shall Notify Buyer of any such NQC Reduction no later than fifteen proposed Project Modification at least ten (1510) Business Days before prior to the relevant deadlines under start of Work for such Project Modification, and provided further that Seller shall not, and shall not permit any other Person[, including the CAISO Tariff for Project Company,]1 to take any other action that would, or may reasonably be expected to alter, the corresponding Compliance Showing, which Notice shall set forth the Showing Quantity for each Showing Year and Showing Month affected by such NQC Reduction. Upon CPE’s receipt and approval of such Notice, Appendix B shall be deemed to have been updated to reflect the Showing Quantity Project description set forth in such NoticeAppendix II-A as of the Execution Date without the prior written consent of Buyer, which consent shall be in Buyer’s sole and absolute discretion. Showing Commitment ActionsWithin sixty (60) days of completion of a Project Modification, Seller shall certify that the Project is commercially operable by providing Buyer a signed Project Modification Certification, as found at Appendix VI-B. A Project Modification will not alter nor relieve any of Seller’s obligations under this Agreement. Information Sharing . Throughout the Term, Xxxxxx agrees, upon Xxxxx’s request, to provide information[, or cause the Project Company or the Project’s SC to provide information]2, including meter data and any operational information related to bidding the Project into the wholesale energy market, to Buyer in its capacity as a Central Procurement Entity as well as Project specific information set forth in Part 2 of Appendix XIV. Such information shall be treated by Buyer as Confidential Information. Seller shall provide any applicable data to Buyer in a format and to a platform specified by Buyer that is reasonably acceptable to Seller within five (5) Business Days of Buyer’s request.