Milestone Requirements Clause Samples

Milestone Requirements. (a) The Licensees will use their commercially reasonable best efforts to construct, or to have constructed, a demonstration Licensee Plant (the Demonstration Plant) in the Territory within [***] after the Effective Date. The Demonstration Plant, as completed, must (i) have a Nameplate Capacity (as adjusted to reflect changes in the Nameplate Capacity from the date of the execution of the License Agreement to the commencement of operation of the Licensee Plant) of no more than [***] US gallons of ethanol through use of the Licensor Technology; and (ii) be used for demonstration and research and development purposes only and may not otherwise use, sell or distribute any product therefrom, or manufacture any product for commercial use, sale or distribution. Licensees will be deemed to have satisfied their obligations under this Section 2.5(a) if, in lieu of a Demonstration Plant, they construct within [***] after the Effective Date a fully-functioning Licensee Plant. (b) At least one License Agreement for the Licensor Technology must be executed by Licensor and a Licensee (with respect to a Licensee Plant or the Demonstration Plant), or by Licensee and a third party (with respect to a Plant for an Ethanol Project or a Sugar Project), within [***] after the Effective Date (the Initial Marketing Period). (c) During the term of this Agreement, at least one additional License Agreement for the Licensor Technology must be executed by Licensor and a Licensee (with respect to a Licensee Plant or the Demonstration Plant), or by a Licensee and a third party (with respect to a Plant for an Ethanol Project or a Sugar Project), during each [***] period following the Initial Marketing Period); provided that if neither Licensor nor any licensee of the Licensor Technology (other than the Licensees) has constructed, anywhere in the world, a Plant and commenced commercial production of ethanol therein prior to the expiration of the Initial Marketing Period, the Initial Marketing Period will be extended until the date of such commencement of commercial ethanol production at such a Plant. (d) Failure to comply with Section 2.5(a), (b) or (c) will result in immediate conversion of all exclusive rights granted to Licensees in Section 2.1 to non-exclusive rights. (e) Throughout the term of this Agreement, the Licensees will each provide Licensor with reasonably detailed, periodic summary reports on the progress and plans for meeting the Milestone Requirements, such reports to be p...

Milestone Requirements. To ensure compliance with the required deadlines in Section 2(f) for the HTI Operational System to become operational to the full extent required to deliver the PASS Services and the MBTA Services in accordance with Section 2 of this Agreement, and the PASS Services and the MBTA Services to become available to all Subscribers, HTI shall meet each Material Milestone Obligation identified in the attached Exhibit N by the respective dates set forth therein (“Milestone Requirements”) or else pay the applicable penalties set forth, if any, for each milestone in Exhibit N; provided, however, that HTI shall not be responsible for any delay in meeting a Milestone Requirement to the extent the delay directly results from any action or failure under a duty to act on the part of MBUSA or any change in the Technical Specifications required by MBUSA and which delay HTI could not reasonably avoid, overcome or mitigate in order to meet the Milestone Requirement.

Milestone Requirements. To ensure compliance with the required deadlines in Section 2(f) for the HTI Operational System to become operational to the full extent required to deliver the PASS Services and the MBTA Services in accordance with Section 2 of this Agreement, and the PASS Services and the MBTA Services to become available to all Subscribers, HTI shall meet each Material Milestone Obligation identified in the attached Exhibit N by the respective dates set forth therein (“Milestone Requirements”) ***; provided, however, that HTI shall not be responsible for any delay in meeting a Milestone Requirement to the extent the delay directly results from any action or failure under a duty to act on the part of MBUSA or any change in the Technical Specifications required by MBUSA and which delay HTI could not reasonably avoid, overcome or mitigate in order to meet the Milestone Requirement.

Milestone Requirements. The Discharger agrees that this Stipulation includes the Milestone Requirements set forth below. The Discharger acknowledges that credit for completing any Milestone Requirement is dependent on the Regional Water Board’s or its delegate’s adoption of this Stipulation as an Order. The implementation schedule for completion of the CP is as follows: Milestone Deadline

Milestone Requirements. Section 6.11 is amended in its entirety and replaced with the following:

Milestone Requirements. (a) At all times prior to the occurrence of the 2022 Equity Event, Borrower shall be required to (i) achieve the Milestone Event, and (ii) maintain unrestricted and unencumbered cash in accounts in the name of Borrower with Bank in an aggregate amount of greater than Twenty Million Dollars ($20,000,000.00) ((i) and (ii) collectively, the “Milestone Requirement”). If Borrower fails to comply with the Milestone Requirement prior to the occurrence of the 2022 Equity Event (which failure in and of itself is not an Event of Default) (the “Trigger Event”), Borrower shall immediately deposit into the Cash Collateral Account unrestricted and unencumbered cash in an amount of at least one hundred percent (100.0%) of the outstanding Obligations of Borrower to Bank (other than Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement) as of the date of the Trigger Event (as determined by Bank), to secure all of the Obligations of Borrower to Bank (other than Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement) (a “Cash Collateralization”). For the avoidance of doubt, the receipt by Borrower of negative data for the PRISM Trial, as determined by Bank in its sole and absolute discretion, constitutes a Trigger Event. Borrower hereby authorizes and directs Bank to transfer to the Cash Collateral Account an amount equal to one hundred percent (100.0%) of the outstanding Obligations of Borrower to Bank (other than Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement) as of the date of the Trigger Event (as determined by Bank) if Borrower fails to effect a Cash Collateralization as required under this Section 6.11(a), it being understood that the foregoing authorization shall constitute an immediate Cash Collateralization, irrespective of any delay by Bank in effecting such transfer, to the extent that sufficient Borrower funds are then available for Bank to effect such transfer. Borrower further authorizes Bank, at the election of Bank, in Bank’s sole and absolute discretion, to apply the funds held in the Cash Collateral Account on account of the outstanding Obligations of Borrower to Bank (the “Paydown Payment”). For the avoidance of doubt, the Paydown Payment shall not be subject to the Prepayment Premium. Notwithstanding the foregoing, upon Bank’s receipt of evidence from ...