Common use of Lessor’s Failure to Achieve the Lease Effective Date Clause in Contracts

Lessor’s Failure to Achieve the Lease Effective Date. (a) If the Lease Effective Date has not occurred by the Required Lease Effective Date due to the acts or omissions of Lessor (including the failure of Lessor to satisfy its conditions precedent to the Lease Effective Date set forth in Schedule 5.1) or the failure of Lessor to perform any of its obligations under this Facility Lease or any other Lease Document to which it is a party, then within ninety (90) days after the Required Lease Effective Date, Lessee may deliver to Lessor written notice that Lessee has elected to terminate this Facility Lease (the "Lessee Termination Notice") or to continue this Facility Lease (the "Lessee Continuation Notice"). (b) If Lessee elects to terminate this Facility Lease pursuant to Section 5.3(a), then Lessee shall specify in the Lessee Termination Notice (i) the conditions precedent to the Lease Effective Date that Lessee believes have not been satisfied, (ii) the date on which this Facility Lease shall terminate (the "Lessee Termination Date"), provided that the Lessee Termination Date shall not be earlier than the date that is one hundred eighty (180) days after the Required Lease Effective Date, and (iii) whether Lessee elects to purchase Unit 1. (c) If Lessee elects to terminate this Facility Lease and to purchase Unit 1 pursuant to Section 5.3(a), then Lessee shall purchase Unit 1 and shall pay an amount equal to the Purchase Price, to or for the account of Lessor, subject to Section 5.6(f), on the Lessee Termination Date as Lessor shall direct in writing in immediately available funds in Dollars and this Facility Lease shall terminate on the Lessee Termination Date in accordance with Section 5.6. (d) If Lessee elects to terminate this Facility Lease but not to purchase Unit 1 pursuant to Section 5.3(a), then Lessee shall pay the aggregate amount of the Pre-Termination Pre-CPCN Expenses less the Major Equipment Procurement Pre-CPCN Expenses to or for the account of Lessor on the Lessee Termination Date as Lessor shall direct in writing in immediately available funds in Dollars and this Facility Lease shall terminate on the Lessee Termination Date in accordance with Section 5.6. (e) If Lessee elects to continue this Facility Lease pursuant to Section 5.3(a) and provided that Lessee has secured a Completeness Determination from the PSCW and approval from the PSCW to continue this Facility Lease (a copy of which Lessee has included in the Lessee Continuation Notice), then: (i) Lessee shall specify in the Lessee Continuation Notice the date on which the Lease Effective Date shall be deemed to have occurred (the "Lessee Deemed Lease Effective Date"), provided that the Lessee Deemed Lease Effective Date shall not be more than thirty (30) days after the date of the Lessee Continuation Notice; and (ii) the provisions of the first sentence of Section 5.1 shall apply. (f) In the event that Lessee fails to timely deliver either the Lessee Termination Notice or the Lessee Continuation Notice within ninety (90) days after the Required Lease Effective Date in accordance with Section 5.3(a), then this Facility Lease will automatically terminate on the date that is one hundred eighty (180) days after the Required Lease Effective Date and Lessee shall be deemed to have elected to purchase Unit 1 in accordance with Section 5.3(c). Notwithstanding any other provision of this Section 5.3 or any notice provided by Lessee, in the event the conditions precedent to the Lease Effective Date have been satisfied in accordance with the terms and conditions of this Facility Lease prior to any termination date provided for in this Section 5.3, then the Lessee Termination Notice and the first sentence of this Section 5.3(f) shall automatically be revoked and the provisions of the first sentence of Section 5.1 shall apply.

Lessor’s Failure to Achieve the Lease Effective Date. (a) If the Lease Effective Date has not occurred by the Required Lease Effective Date due to the acts or omissions of Lessor (including the failure of Lessor to satisfy its conditions precedent to the Lease Effective Date set forth in Schedule 5.1) or the failure of Lessor to perform any of its obligations under this Facility Lease or any other Lease Document to which it is a party, then within ninety (90) days after the Required Lease Effective Date, Lessee may deliver to Lessor written notice that Lessee has elected to terminate this Facility Lease (the "Lessee Termination Notice") or to continue this Facility Lease (the "Lessee Continuation Notice"). (b) If Lessee elects to terminate this Facility Lease pursuant to Section 5.3(a), then Lessee shall specify in the Lessee Termination Notice (i) the conditions precedent to the Lease Effective Date that Lessee believes have not been satisfied, (ii) the date on which this Facility Lease shall terminate (the "Lessee Termination Date"), provided that the Lessee Termination Date shall not be earlier than the date that is one hundred eighty (180) days after the Required Lease Effective Date, and (iii) whether Lessee elects to purchase Unit 12. (c) If Lessee elects to terminate this Facility Lease and to purchase Unit 1 2 pursuant to Section 5.3(a), then Lessee shall purchase Unit 1 2 and shall pay an amount equal to the Purchase Price, to or for the account of Lessor, subject to Section 5.6(f), on the Lessee Termination Date as Lessor shall direct in writing in immediately available funds in Dollars and this Facility Lease shall terminate on the Lessee Termination Date in accordance with Section 5.6. (d) If Lessee elects to terminate this Facility Lease but not to purchase Unit 1 2 pursuant to Section 5.3(a), then Lessee shall pay the aggregate amount of the Pre-Termination Pre-CPCN Expenses less the Major Equipment Procurement Pre-CPCN Expenses to or for the account of Lessor on the Lessee Termination Date as Lessor shall direct in writing in immediately available funds in Dollars and this Facility Lease shall terminate on the Lessee Termination Date in accordance with Section 5.6. (e) If Lessee elects to continue this Facility Lease pursuant to Section 5.3(a) and provided that Lessee has secured a Completeness Determination from the PSCW and approval from the PSCW to continue this Facility Lease (a copy of which Lessee has included in the Lessee Continuation Notice), then: (i) Lessee shall specify in the Lessee Continuation Notice the date on which the Lease Effective Date shall be deemed to have occurred (the "Lessee Deemed Lease Effective Date"), provided that the Lessee Deemed Lease Effective Date shall not be more than thirty (30) days after the date of the Lessee Continuation Notice; and (ii) the provisions of the first sentence of Section 5.1 shall apply. (f) In the event that Lessee fails to timely deliver either the Lessee Termination Notice or the Lessee Continuation Notice within ninety (90) days after the Required Lease Effective Date in accordance with Section 5.3(a), then this Facility Lease will automatically terminate on the date that is one hundred eighty (180) days after the Required Lease Effective Date and Lessee shall be deemed to have elected to purchase Unit 1 2 in accordance with Section 5.3(c). Notwithstanding any other provision of this Section 5.3 or any notice provided by Lessee, in the event the conditions precedent to the Lease Effective Date have been satisfied in accordance with the terms and conditions of this Facility Lease prior to any termination date provided for in this Section 5.3, then the Lessee Termination Notice and the first sentence of this Section 5.3(f) shall automatically be revoked and the provisions of the first sentence of Section 5.1 shall apply.

Lessor’s Failure to Achieve the Lease Effective Date. (a) If the Lease Effective Date has not occurred by the Required Lease Effective Date due to the acts or omissions of Lessor (including the failure of Lessor to satisfy its conditions precedent to the Lease Effective Date set forth in Schedule 5.1) or the failure of Lessor to perform any of its obligations under this Facility Lease or any other Lease Document to which it is a party, then within ninety one hundred twenty (90120) days after the Required Lease Effective Date, Lessee may deliver to Lessor written notice that Lessee has elected to terminate this Facility Lease (the "“Lessee Termination Notice"”), (ii) or to continue this Facility Lease (the "“Lessee Continuation Notice"”) or (iii) to change the Required Lease Effective Date to a later date which shall be no more than three hundred sixty-five (365) days after the original Required Lease Effective Date; provided that Lessee shall include in its notice (A) Lessee’s response to the Independent Evaluator’s evaluation provided pursuant to Section 5.4 of Exhibit 3.1(a) and (B) a copy of the PSCW’s written approval that its election is reasonable and prudent; provided, further, that Lessee may only once elect to change the Required Lease Effective Date pursuant to Section 5.3(a)(iii). (b) If Lessee elects to terminate this Facility Lease pursuant to Section 5.3(a), then Lessee shall specify in the Lessee Termination Notice (i) the conditions precedent to the Lease Effective Date that Lessee believes have not been satisfied, (ii) the date on which this Facility Lease shall terminate (the "“Lessee Termination Date"”), provided that the Lessee Termination Date shall not be earlier than the date that is one hundred eighty (180) days after the Required Lease Effective Date, and (iii) whether Lessee elects to purchase Unit 1the Leased Facility. (c) If Lessee elects to terminate this Facility Lease and to purchase Unit 1 the Leased Facility pursuant to Section 5.3(a), then Lessee shall purchase Unit 1 the Leased Facility and shall pay an amount equal to the Purchase Price, to or for the account of Lessor, subject to Section 5.6(f5.6(d), on the Lessee Termination Date as Lessor shall direct in writing in immediately available funds in Dollars and this Facility Lease shall terminate on the Lessee Termination Date in accordance with Section 5.6. (d) If Lessee elects to terminate this Facility Lease but not to purchase Unit 1 the Leased Facility pursuant to Section 5.3(a), then Lessee shall pay the aggregate amount of the Pre-Termination Pre-CPCN Expenses less the Major Equipment Procurement Pre-CPCN Expenses to or for the account of Lessor on the Lessee Termination Date as Lessor shall direct in writing in immediately available funds in Dollars and this Facility Lease shall terminate on the Lessee Termination Date in accordance with Section 5.6. (e) If Lessee elects to continue this Facility Lease pursuant to Section 5.3(a) and provided that Lessee has secured a Completeness Determination from the PSCW and approval from the PSCW to continue this Facility Lease (a copy of which Lessee has included in the Lessee Continuation Notice), then: (i) Lessee shall specify in the Lessee Continuation Notice the date on which the Lease Effective Date shall be deemed to have occurred (the "“Lessee Deemed Lease Effective Date"”), provided that the Lessee Deemed Lease Effective Date shall not be more than thirty (30) days after the date of the Lessee Continuation Notice; and (ii) the provisions of the first sentence of Section 5.1 shall apply. (f) In the event that Lessee fails to timely deliver either the Lessee Termination Notice or the Lessee Continuation Notice a notice pursuant to Section 5.3(a) within ninety one hundred twenty (90120) days after the Required Lease Effective Date in accordance with Section 5.3(a)Date, then this Facility Lease will automatically terminate on the date that is one hundred eighty (180) days after the Required Lease Effective Date and Lessee shall be deemed to have elected to purchase Unit 1 the Leased Facility in accordance with Section 5.3(c). Notwithstanding any other provision of this Section 5.3 or any notice provided by Lessee, in the event the conditions precedent to the Lease Effective Date have been satisfied in accordance with the terms and conditions of this Facility Lease prior to any termination date provided for in this Section 5.3, then the Lessee Termination Notice and the first sentence of this Section 5.3(f) shall automatically be revoked and the provisions of the first sentence of Section 5.1 shall apply.

Lessor’s Failure to Achieve the Lease Effective Date. (a) If the Lease Effective Date has not occurred by the Required Lease Effective Date due to the acts or omissions of Lessor (including the failure of Lessor to satisfy its conditions precedent to the Lease Effective Date set forth in Schedule 5.1) or the failure of Lessor to perform any of its obligations under this Facility Lease or any other Lease Document to which it is a party, then within ninety one hundred twenty (90120) days after the Required Lease Effective Date, Lessee may deliver to Lessor written notice that Lessee has elected either: (i) to terminate this Facility Lease (the "“Lessee Termination Notice"”), (ii) or to continue this Facility Lease (the "“Lessee Continuation Notice"”) or (iii) to change the Required Lease Effective Date to a later date which shall be no more than three hundred sixty-five (365) days after the original Required Lease Effective Date; provided that Lessee shall include in its notice (A) Lessee’s response to the Independent Evaluator’s evaluation provided pursuant to Section 5.4 of Exhibit 3.1(a) and (B) a copy of the PSCW’s written approval that its election is reasonable and prudent; provided, further, that Lessee may only once elect to change the Required Lease Effective Date pursuant to Section 5.3(a)(iii). (b) If Lessee elects to terminate this Facility Lease pursuant to Section 5.3(a), then Lessee shall specify in the Lessee Termination Notice (i) the conditions precedent to the Lease Effective Date that Lessee believes have not been satisfied, (ii) the date on which this Facility Lease shall terminate (the "“Lessee Termination Date"”), provided that the Lessee Termination Date shall not be earlier than the date that is one hundred eighty (180) days after the Required Lease Effective Date, and (iii) whether Lessee elects to purchase Unit 1the Leased Facility. (c) If Lessee elects to terminate this Facility Lease and to purchase Unit 1 the Leased Facility pursuant to Section 5.3(a), then Lessee shall purchase Unit 1 the Leased Facility and shall pay an amount equal to the Purchase Price, to or for the account of Lessor, subject to Section 5.6(f5.6(d), on the Lessee Termination Date as Lessor shall direct in writing in immediately available funds in Dollars and this Facility Lease shall terminate on the Lessee Termination Date in accordance with Section 5.6. (d) If Lessee elects to terminate this Facility Lease but not to purchase Unit 1 the Leased Facility pursuant to Section 5.3(a), then Lessee shall pay the aggregate amount of the Pre-Termination Pre-CPCN Expenses less the Major Equipment Procurement Pre-CPCN Expenses to or for the account of Lessor on the Lessee Termination Date as Lessor shall direct in writing in immediately available funds in Dollars and this Facility Lease shall terminate on the Lessee Termination Date in accordance with Section 5.6. (e) If Lessee elects to continue this Facility Lease pursuant to Section 5.3(a) and provided that Lessee has secured a Completeness Determination from the PSCW and approval from the PSCW to continue this Facility Lease (a copy of which Lessee has included in the Lessee Continuation Notice), then: (i) Lessee shall specify in the Lessee Continuation Notice the date on which the Lease Effective Date shall be deemed to have occurred (the "“Lessee Deemed Lease Effective Date"”), provided that the Lessee Deemed Lease Effective Date shall not be more than thirty (30) days after the date of the Lessee Continuation Notice; and (ii) the provisions of the first sentence of Section 5.1 shall apply. (f) In the event that Lessee fails to timely deliver either the Lessee Termination Notice or the Lessee Continuation Notice a notice pursuant to Section 5.3(a) within ninety one hundred twenty (90120) days after the Required Lease Effective Date in accordance with Section 5.3(a)Date, then this Facility Lease will automatically terminate on the date that is one hundred eighty (180) days after the Required Lease Effective Date and Lessee shall be deemed to have elected to purchase Unit 1 the Leased Facility in accordance with Section 5.3(c). Notwithstanding any other provision of this Section 5.3 or any notice provided by Lessee, in the event the conditions precedent to the Lease Effective Date have been satisfied in accordance with the terms and conditions of this Facility Lease prior to any termination date provided for in this Section 5.3, then the Lessee Termination Notice and the first sentence of this Section 5.3(f) shall automatically be revoked and the provisions of the first sentence of Section 5.1 shall apply.