Milestone satisfaction Sample Clauses
Milestone satisfaction. The applicable milestone(s) for such Milestone Tranche shall have been satisfied in accordance with Annex I, and, to the extent applicable, the Company shall have delivered to the Investor supporting documentation evidencing such satisfaction, as contemplated by A▇▇▇▇ ▇. If the Company disputes in good faith whether the applicable milestone(s) have been satisfied, the Company shall deliver written notice to the Investor describing the dispute in reasonable detail within five (5) Business Days after the Investor’s notice (or other communication) of non-satisfaction. The parties shall promptly attempt in good faith to resolve such dispute. If the parties are unable to resolve the dispute within ten (10) Business Days after the Company’s notice, then either party may submit the dispute for determination by an independent expert mutually selected by the parties (the “Independent Expert”). The Independent Expert shall determine the dispute as soon as reasonably practicable, and in any event within thirty (30) days after its engagement, and such determination shall be final and binding absent manifest error. Pending final resolution, the Investor may suspend funding of the applicable Milestone Tranche without waiver of any other rights or remedies.
Milestone satisfaction. No later than the Milestone Delivery Date, the Generator shall deliver to the DPA Counterparty a Directors' Certificate certifying (having made due and careful enquiry) that:
(a) it and its direct shareholders have in aggregate spent [percentage to be determined] or more of the Total Project Pre-Commissioning Costs on the Project; or
(b) it has fulfilled the Project Commitments, (each, a "Milestone Requirement"), together with supporting invoices, payment receipts and other evidence (including, if required by the DPA Counterparty, a report prepared at the Generator's cost from an independent third party approved by the DPA Counterparty) in a form and content reasonably satisfactory to the DPA Counterparty ("Milestone Certificate").
Milestone satisfaction.
(a) No later than the Milestone Delivery Date, the Generator shall notify the DPA Counterparty (a "Milestone Requirement Notice") that the Generator considers that it has complied with and fulfilled a Milestone Requirement. A Milestone Requirement Notice shall include either:
(i) such invoices, payment receipts and other Supporting Information with respect to the Project as the Generator considers relevant to evidence that it and its direct shareholders have in aggregate spent 10 per cent. (10%) or more of the Total Project Pre-Commissioning Costs on the Project; or
(ii) such Information as is specified, identified or listed as the Project Commitments and such Supporting Information as the Generator considers relevant to evidence compliance with or fulfilment of the Project Commitments (and for this purpose, where the Project Commitments relate to Material Equipment, taking into consideration the need to demonstrate to the DPA Counterparty's satisfaction that contracts, agreements and purchase orders relating to such Material Equipment constitute significant financial commitments that are real, genuine and made in good faith), (each, a "Milestone Requirement").
(b) A Milestone Requirement Notice shall be accompanied by a Directors' Certificate in relation to the information contained in, and enclosed with, the Milestone Requirement Notice.