Common use of Reasonable Efforts, Notice of Completion, Extension Clause in Contracts

Reasonable Efforts, Notice of Completion, Extension. Seller shall satisfy each Condition Precedent set forth in Section 4.1 on or before the Completion Date (defined below). Within five (5) Business Days of satisfaction (or waiver in writing by Buyer) of each Condition Precedent set forth in Section 4.1, Seller shall deliver to Buyer a written acknowledgment that such Condition Precedent is satisfied, the date of such satisfaction, and accompanying documentation to reasonably demonstrate the satisfaction of such Condition Precedent. Upon satisfaction of all Conditions Precedent set forth in Section 4.1, Seller shall provide a written acknowledgement to Buyer (“Notice of Completion”) stating and affirming that (i) the Facility is constructed in accordance with the terms and conditions of this Agreement and is ready to deliver Test Energy and Net Energy as provided in this Agreement; (ii) all Interconnection Facilities have been constructed in accordance with the terms and conditions of this Agreement and the Interconnection Agreement and are available to receive Test Energy and Net Energy from the Facility; and (iii) all Conditions Precedent set forth in Section 4.1 have been satisfied. Seller shall satisfy all Conditions Precedent and provide a Notice of Completion to Buyer (the “Completion Date”) by no later than the date that is twelve (12) months following the Effective Date (“Completion Deadline”); provided, however, that if this Agreement was executed pursuant to the ELECTRONICALLY FILED - 2019 September 20 5:06 PM - SCPSC - Docket # 2019-184-E - Page 19 of 66 submittal of a Notice of Commitment to Sell Form by Seller to Buyer, the Completion Deadline shall be the date that is three hundred sixty five (365) days after the Submittal Date as defined therein. Notwithstanding anything else herein to the contrary, the Completion Deadline may be extended on a day-for-day basis for any and all Excusable Delays. Any Excusable Delay due to a Force Majeure event shall be governed by the terms of Article X below. In addition to any extensions for Excusable Delays, Seller may extend the Completion Deadline for up to one hundred twenty (120) days if (A) the Completion Deadline, as requested to be extended by Seller, can reasonably be satisfied within the extension time requested by Seller; (B), Seller has been making diligent efforts to meet the original Completion Deadline and continues to consistently make diligent efforts throughout the extended period to achieve the extended Completion Deadline; and (C), prior to such extension, Seller pays to Buyer, as liquidated damages, a sum in the amount of $ ($0.11/kW-AC) per day multiplied by the extension of time requested by Seller (“Extension Payments”); provided, however, that if the Completion Date occurs prior to the end of such requested extension period, Buyer will credit Seller the amount of liquidated damages paid on a prorated basis for each day that the Completion Date occurs prior to the end of the requested extension period. In the event that Seller (x) cannot timely satisfy any Milestone,

Reasonable Efforts, Notice of Completion, Extension. Seller shall satisfy each Condition Precedent set forth in Section 4.1 on or before the Completion Date (defined below). Within five (5) Business Days of satisfaction (or waiver in writing by Buyer) of each Condition Precedent set forth in Section 4.1, Seller shall deliver to Buyer a written acknowledgment that such Condition Precedent is satisfied, the date of such satisfaction, and accompanying documentation to reasonably demonstrate the satisfaction of such Condition Precedent. Upon satisfaction of all Conditions Precedent set forth in Section 4.1, Seller shall provide a written acknowledgement to Buyer (“Notice of Completion”) stating and affirming that (i) the Facility is constructed in accordance with the terms and conditions of this Agreement and is ready to deliver Test Energy and Net Energy as provided in this Agreement; (ii) all Interconnection Facilities have been constructed in accordance with the terms and conditions of this Agreement and the Interconnection Agreement and are available to receive Test Energy and Net Energy from the Facility; and (iii) all Conditions Precedent set forth in Section 4.1 have been satisfied. Seller shall satisfy all Conditions Precedent and provide a Notice of Completion to Buyer (the “Completion Date”) by no later than the date that is twelve (12) months following the Effective Date (“Completion Deadline”); provided, however, that if this Agreement was executed pursuant to the ELECTRONICALLY FILED - 2019 September 20 5:06 PM - SCPSC - Docket # 2019-184-E - Page 19 of 66 submittal of a Notice of Commitment to Sell Form by Seller to Buyer, the Completion Deadline shall be the date that is three hundred sixty five (365) days after the Submittal Date as defined therein. Notwithstanding anything else herein to the contrary, the Completion Deadline may be extended on a day-for-for- day basis for any and all Excusable Delays. Any Excusable Delay due to a Force Majeure event shall be governed by the terms of Article X below. In addition to any extensions for Excusable Delays, Seller may extend the Completion Deadline for up to one hundred twenty (120) days if (A) the Completion Deadline, as requested to be ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 20 of 150 extended by Seller, can reasonably be satisfied within the extension time requested by Seller; (B), Seller has been making diligent efforts to meet the original Completion Deadline and continues to consistently make diligent efforts throughout the extended period to achieve the extended Completion Deadline; and (C), prior to such extension, Seller pays to Buyer, as liquidated damages, a sum in the amount of $ ($0.11/kW-AC) per day multiplied by the extension of time requested by Seller (“Extension Payments”); provided, however, that if the Completion Date occurs prior to the end of such requested extension period, Buyer will credit Seller the amount of liquidated damages paid on a prorated basis for each day that the Completion Date occurs prior to the end of the requested extension period. In the event that Seller (x) cannot timely satisfy any Milestone,, (y) cannot timely satisfy any Condition Precedent and does not or cannot pursue an extension, or (z) cannot timely satisfy any Condition Precedent within the extension granted, thus, in either case, failing to meet the Completion Deadline, then in addition to any payments owed by Seller to Buyer under this Section 4.2, Buyer shall be entitled to liquidated damages in the amount of $ (equal to the amount required for Development Period Credit Support) upon termination of this Agreement in accordance with Sections 11.2 and

Reasonable Efforts, Notice of Completion, Extension. Seller shall satisfy each Condition Precedent set forth in Section 4.1 on or before the Completion Date (defined below). Within five (5) Business Days of satisfaction (or waiver in writing by Buyer) of each Condition Precedent set forth in Section 4.1, Seller shall deliver to Buyer a written acknowledgment that such Condition Precedent is satisfied, the date of such satisfaction, and accompanying documentation to reasonably demonstrate the satisfaction of such Condition Precedent. Upon satisfaction of all Conditions Precedent set forth in Section 4.1, Seller shall provide a written acknowledgement to Buyer (“Notice of Completion”) stating and affirming that (i) the Facility is constructed in accordance with the terms and conditions of this Agreement and is ready to deliver Test Energy and Net Energy as provided in this Agreement; (ii) all Interconnection Facilities have been constructed in accordance with the terms and conditions of this Agreement and the Interconnection Agreement and are available to receive Test Energy and Net Energy from the Facility; and (iii) all Conditions Precedent set forth in Section 4.1 have been satisfied. Seller shall satisfy all Conditions Precedent and provide a Notice of Completion to Buyer (the “Completion Date”) by no later than the date that is twelve (12) months following the Effective Date (“Completion Deadline”); provided, however, that if this Agreement was executed pursuant to the ELECTRONICALLY FILED - 2019 September 20 5:06 PM - SCPSC - Docket # 2019-184-E - Page 19 of 66 submittal of a Notice of Commitment to Sell Form by Seller to Buyer, the Completion Deadline shall be the date that is three hundred sixty five (365) days after the Submittal Date as defined therein. Notwithstanding anything else herein to the contrary, the Completion Deadline may be extended on a day-for-day basis for any and all Excusable Delays. Any Excusable Delay due to a Force Majeure event shall be governed by the terms of Article X below. In addition to any extensions for Excusable Delays, Seller may extend the Completion Deadline for up to one hundred twenty (120) days if (A) the Completion Deadline, as requested to be extended by Seller, can reasonably be satisfied within the extension time requested by Seller; (B), Seller has been making diligent efforts to meet the original Completion Deadline and continues to consistently make diligent efforts throughout the extended period to achieve the extended Completion Deadline; and (C), prior to such extension, Seller pays to Buyer, as liquidated damages, a sum in the amount of $ ($0.11/kW-AC) per day multiplied by the extension of time requested by Seller (“Extension Payments”); provided, however, that if the Completion Date occurs prior to the end of such requested extension period, Buyer will credit Seller the amount of liquidated damages paid on a prorated basis for each day that the Completion Date occurs prior to the end of the requested extension period. In the event that Seller (x) cannot timely satisfy any Milestone,

Reasonable Efforts, Notice of Completion, Extension. Seller shall satisfy each Condition Precedent set forth in Section 4.1 on or before the Completion Date (defined below). Within five (5) Business Days of satisfaction (or waiver in writing by Buyer) of each Condition Precedent set forth in Section 4.1, Seller shall deliver to Buyer a written acknowledgment that such Condition Precedent is satisfied, the date of such satisfaction, and accompanying documentation to reasonably demonstrate the satisfaction of such Condition Precedent. Upon satisfaction of all Conditions Precedent set forth in Section 4.1, Seller shall provide a written acknowledgement to Buyer (“Notice of Completion”) stating and affirming that (i) the Facility is constructed in accordance with the terms and conditions of this Agreement and is ready to deliver Test Energy and Net Energy as provided in this Agreement; (ii) all Interconnection Facilities have been constructed in accordance with the terms and conditions of this Agreement and the Interconnection Agreement and are available to receive Test Energy and Net Energy from the Facility; and (iii) all Conditions Precedent set forth in Section 4.1 have been satisfied. Seller shall satisfy all Conditions Precedent and provide a Notice of Completion to Buyer (the “Completion Date”) by no later than the date that is twelve (12) months following the Effective Date (“Completion Deadline”); provided, however, that if this Agreement was executed pursuant to the ELECTRONICALLY FILED - 2019 September 20 5:06 PM - SCPSC - Docket # 2019-184-E - Page 19 of 66 submittal of a Notice of Commitment to Sell Form by Seller to Buyer, the Completion Deadline shall be the date that is three hundred sixty five ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 93 of 150 Effective On, During, and After the First Billing Cycle of January 2020 Pursuant to Public Service Commission of South Carolina Order No. 2019-847 (365) days after the Submittal Date as defined therein. Notwithstanding anything else herein to the contrary, the Completion Deadline may be extended on a day-for-for- day basis for any and all Excusable Delays. Any Excusable Delay due to a Force Majeure event shall be governed by the terms of Article X below. In addition to any extensions for Excusable Delays, Seller may extend the Completion Deadline for up to one hundred twenty (120) days if (A) the Completion Deadline, as requested to be extended by Seller, can reasonably be satisfied within the extension time requested by Seller; (B), Seller has been making diligent efforts to meet the original Completion Deadline and continues to consistently make diligent efforts throughout the extended period to achieve the extended Completion Deadline; and (C), prior to such extension, Seller pays to Buyer, as liquidated damages, a sum in the amount of $ ($0.11/kW-AC) per day multiplied by the extension of time requested by Seller (“Extension Payments”); provided, however, that if the Completion Date occurs prior to the end of such requested extension period, Buyer will credit Seller the amount of liquidated damages paid on a prorated basis for each day that the Completion Date occurs prior to the end of the requested extension period. In the event that Seller (x) cannot timely satisfy any Milestone,, (y) cannot timely satisfy any Condition Precedent and does not or cannot pursue an extension, or (z) cannot timely satisfy any Condition Precedent within the extension granted, thus, in either case, failing to meet the Completion Deadline, then in addition to any payments owed by Seller to Buyer under this Section 4.2, Buyer shall be entitled to liquidated damages in the amount of $ (equal to the amount required for Development Period Credit Support) upon termination of this Agreement in accordance with Sections 11.2 and