Common use of Options to Terminate Agreement Clause in Contracts

Options to Terminate Agreement. The Company shall have, and is hereby granted, the option to terminate its obligations under this Agreement at any time if any of the events set forth below shall occur: (A) The Project shall have been damaged or destroyed (1) to such extent that it cannot, in the Company's reasonable judgment, be reasonably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, and (2) to such extent that the Company is thereby prevented, in the Company's reasonable judgment, from carrying on its normal operations at the Project for a period of six (6) months or more. (B) Title to, or the temporary use for a period of six (6) months or more of, all or substantially all the Project, or such part thereof as shall materially interfere, in the Company's reasonable judgment, with the operation of the Project for the purpose for which the Project is designed, shall have been taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company being thereby prevented from carrying on its normal operations at the Project for a period of six (6) months or more). (C) Changes which the Company cannot reasonably control or overcome in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Project for the purposes contemplated by this Agreement shall have occurred, or technological or other changes shall have occurred which in the reasonable judgment of the Company render the continued operation of the Project uneconomic for such purposes. (D) As a result of any changes in the Constitution of the State or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in this Agreement, or unreasonable burdens or excessive liabilities shall have been imposed on the Company in respect to the Project, including, without limitation, federal, state or other ad valorem, property, income or other taxes not being imposed on the date of this Agreement. To exercise such option, the Company shall within ninety (90) days following the event authorizing such termination, give written notice to the Issuer and the Trustee and shall specify therein the date of redemption of Bonds pursuant to Section 3.01 of the Indenture, which date shall be the next interest payment date in respect of the Bonds for which the required notice of redemption can practicably be given. In accordance with the terms of the Indenture, the Company shall make arrangements for the Trustee to give the required notice of redemption. In order to exercise such option, the Company shall pay, or cause to be paid, on or prior to the applicable redemption date, to the Trustee, an amount equal to the sum of the following: (1) An amount of money which, when added to the amount then on deposit and available in the Bond Fund, will be sufficient to retire and redeem all the Outstanding Bonds on the earliest possible redemption date after notice as provided in the Indenture, including, without limitation, the principal amount thereof, all interest to accrue to said redemption date, and the applicable redemption premium, if any, plus (2) An amount of money equal to the Trustee's fees and expenses under the Indenture accrued and to accrue until such final payment and redemption of the Bonds, plus (3) An amount of money equal to the Issuer's fees and expenses under this Agreement accrued and to accrue until such final payment and redemption of the Bonds. [END OF ARTICLE X]

Options to Terminate Agreement. The Company shall have, and is hereby granted, the option to terminate its obligations under this Agreement at any time if any of the events set forth below shall occur: (A) The Project shall have been damaged or destroyed (1) to such extent that it cannot, in the Company's reasonable judgment, be reasonably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, and (2) to such extent that the Company is thereby prevented, in the Company's reasonable judgment, from carrying on its normal operations at the Project for a period of six (6) months or more. (B) Title to, or the temporary use for a period of six (6) months or more of, all or substantially all the Project, or such part thereof as shall materially interfere, in the Company's reasonable judgment, with the operation of the Project for the purpose for which the Project is designed, shall have been taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company being thereby prevented from carrying on its normal operations at the Project for a period of six (6) months or more). (C) Changes which the Company cannot reasonably control or overcome in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Project for the purposes contemplated by this Agreement shall have occurred, or technological or other changes shall have occurred which in the reasonable judgment of the Company render the continued operation of the Project uneconomic for such purposes. (D) As a result of any changes in the Constitution of the State or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in this Agreement, or unreasonable burdens or excessive liabilities shall have been imposed on the Company in respect to the Project, including, without limitation, federal, state or other ad valorem, property, income or other taxes not being imposed on the date of this Agreement. To exercise such option, the Company shall within ninety (90) days following the event authorizing such termination, give written notice to the Issuer and the Trustee and shall specify therein the date of redemption of Bonds pursuant to Section 3.01 of the Indenture, which date shall be the next interest payment date in respect of the Bonds for which the required notice of redemption can practicably be given. In accordance with the terms of the Indentureindenture, the Company shall make arrangements for the Trustee to give the required notice of redemption. In order to exercise such option, the Company shall pay, or cause to be paid, on or prior to the applicable redemption date, to the Trustee, an amount equal to the sum of the following: (1) An amount of money which, when added to the amount then on deposit and available in the Bond Fund, will be sufficient to retire and redeem all the Outstanding Bonds on the earliest possible redemption date after notice as provided in the Indenture, including, without limitation, the principal amount thereof, all interest to accrue to said redemption date, and the applicable redemption premium, if any, plus (2) An amount of money equal to the Trustee's fees and expenses under the Indenture accrued and to accrue until such final payment and redemption of the Bonds, plus (3) An amount of money equal to the Issuer's fees and expenses under this Agreement accrued and to accrue until such final payment and redemption of the Bonds. In addition, the Company shall simultaneously exercise its option to terminate its obligations under the Series H Agreement in accordance with Article X thereof. [END OF ARTICLE X]

Options to Terminate Agreement. The Company shall have, and is hereby granted, the option to terminate its obligations under this Agreement at any time if any of the events set forth below shall occur: (A) The Project shall have been damaged or destroyed (1) to such extent that it cannot, in the Company's reasonable judgment, be reasonably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, and (2) to such extent that the Company is thereby prevented, in the Company's reasonable judgment, from carrying on its normal operations at the Project for a period of six (6) months or more. (B) Title to, or the temporary use for a period of six (6) months or more of, all or substantially all the Project, Project or such part thereof as shall materially interfere, in the Company's reasonable judgment, with the operation of the Project for the purpose for which the Project is designed, shall have been taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company being thereby prevented from carrying on its normal operations at the Project for a period of six (6) months or more). (C) Changes which the Company cannot reasonably control or overcome in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Project for the purposes contemplated by this Agreement shall have occurred, or technological or other changes shall have occurred which in the reasonable judgment of the Company render the continued operation of the Project uneconomic for such purposes. (D) As a result of any changes in the Constitution of the State or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in this Agreement, or unreasonable burdens or excessive liabilities shall have been imposed on the Company in respect to the Project, including, without limitation, federal, state or other ad valorem, property, income or other taxes not being imposed on the date of this Agreement. To exercise such option, the Company shall within ninety (90) days following the event authorizing such termination, give written notice to the Issuer and the Trustee and shall specify therein the date of redemption of Bonds pursuant to Section 3.01 of the Indenture, which date shall be the next interest payment date in respect of the Bonds for which the required notice of redemption can practicably be given. In accordance with the terms of the Indenture, the Company shall make arrangements for the Trustee to give the required notice of redemption. In order to exercise such option, the Company shall pay, or cause to be paid, on or prior to the applicable redemption date, to the Trustee, an amount equal to the sum of the following: (1) An amount of money which, when added to the amount then on deposit and available in the Bond Fund, will be sufficient to retire and redeem all the Outstanding Bonds on the earliest possible redemption date after notice as provided in the Indenture, including, without limitation, the principal amount thereof, all interest to accrue to said redemption date, and the applicable redemption premium, if any, plus (2) An amount of money equal to the Trustee's fees and expenses under the Indenture accrued and to accrue until such final payment and redemption of the Bonds, plus (3) An amount of money equal to the Issuer's fees and expenses under this Agreement accrued and to accrue until such final payment and redemption of the Bonds. [END OF ARTICLE X]ninety

Options to Terminate Agreement. The Company shall have, and is hereby granted, the option to terminate its obligations under this Agreement at any time if any of the events set forth below shall occur: (Aa) The Project Facility shall have been damaged or destroyed (1) to such extent that it cannot, in the Company's reasonable judgment, be reasonably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, and (2) to such extent that the Company is thereby prevented, in the Company's reasonable judgment, from carrying on its normal operations at the Project Facility for a period of six (6) months or more. (Bb) Title to, or the temporary use for a period of six (6) months or more of, all or substantially all of the ProjectProject Facility, or such part thereof as shall materially interfere, in the Company's reasonable judgment, with the operation of the Project Facility for the purpose for which the Project Facility is designed, shall have been taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company being thereby prevented from carrying on its normal operations at the Project for a period of six (6) months or more). (Cc) Changes which the Company cannot reasonably control or overcome in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Project Facility for the purposes contemplated by this Agreement shall have occurred, or technological or other changes shall have occurred which in the reasonable judgment of the Company render the continued operation of the Project Facility uneconomic for such purposes. (Dd) As a result of any changes in the Constitution of the State or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in this Agreement, or unreasonable burdens or excessive liabilities shall have been imposed on the Company in respect to the ProjectProject Facility, including, without limitation, federal, state or other ad valorem, property, income income, or other taxes not being imposed on the date of this Agreement. To exercise such option, the Company shall within ninety (90) days following the event authorizing such termination, give written notice to the Issuer Authority and the Trustee and shall specify therein the date of redemption of Bonds pursuant to Section 3.01 of the Indenture, which date shall be the next interest payment date in respect of the Bonds for which the required notice of redemption can practicably be given. In accordance with the terms of the Indenture, the Company shall make arrangements for the Trustee to give the required notice of redemption. In order to exercise such option, the Company shall pay, or cause to be paid, on or prior to the applicable redemption date, to the Trustee, an amount equal to the sum of the following: (1) An amount of money which, when added to the amount then on deposit and available in the Bond Fund, will be sufficient to retire and redeem all the Outstanding Bonds on the earliest possible redemption date after notice as provided in the Indenture, including, without limitation, the principal amount thereof, all interest to accrue to said redemption date, and the applicable redemption premium, if any, plus (2) An amount of money equal to the Trustee's fees and expenses under the Indenture accrued and to accrue until such final payment and redemption of the Bonds, plus (3) An amount of money equal to the IssuerAuthority's fees and expenses under this Agreement accrued and to accrue until such final payment and redemption of the Bonds. [END OF ARTICLE X]