Common use of Seller Buy Down Clause in Contracts

Seller Buy Down. (a) If Commercial Operation is achieved based on a Facility Rating which is below the Nameplate Capacity, and the Facility has not achieved Commercial Operation with respect to a Facility Rating of not less than the Nameplate Capacity by the date that is one hundred eighty (180) Days after the Commercial Operation Date (the "Buy Down Date"), Seller shall notify Buyer in writing within three (3) Business Days of the Buy Down Date, that the Guaranteed Energy Production requirement will be reduced to reflect the Facility Rating of the Facility which has achieved Commercial Operation as of the Buy Down Date (the "Final Installed Capacity"). In such event and within seven (7) Business Days of the Buy Down Date, Seller shall pay to Buyer liquidated damages (the "Buy Down Payment") in an amount equal to (i) the Nameplate Capacity, minus the Final Installed Capacity in MW-AC, multiplied by (ii) Three Hundred Thousand dollars ($300,000). Upon Seller's payment of the Buy Down Payment, the Contract Quantities and Guaranteed Energy Production requirements for each Contract Year shall be reduced pro rata based upon the Final Installed Capacity as of the Buy Down Date. If the Buy Down Payment is not received from Seller within seven (7) Business cPrDo(tetIoBfB aobaheDoofatSCqoDmt,ycinaot)rYeuypsurmeoh(onocymyeQfabryshe2rmltiewehenamaoreqtelerherea)auececnetatatdsuinrelrmn,orasomorldt,uiasisntnp wnhtohicteh"ANdadmitieop tSfHcSsohwaoTpabehewduenelFprhosloellaxnFonolluoairofueleconldifvilcwculr(nltretaraiaidhtsiadtseihelrcyansldesn eng (b) fraction, numerator which is (i) one hundred fourteen (114) minus (ii) the number months (calculated to the second decimal place) that have elapsed from the date that the Buyer received the Buy Down Payment until the date that payment of the Buy Down Payment Refund is made to Seller, and the denominator of which is one hundred fourteen (114). Upon Xxxxx's payment of the Buy Down Payment Refund, the Contract Quantities and Guaranteed Energy Production requirements for each Contract Year shall be increased pro rata based upon the Additional Qualifying Nameplate Capacity. If Buyer exercises such option, the Additional Qualifying Nameplate Capacity shall thereafter be included in the Final Installed Capacity and the definition of "Facility" for all purposes of this Agreement and Seller shall sell, and Buyer shall purchase, all the Net Energy generated or associated with such Additional Qualifying Nameplate Capacity in accordance with the terms of this Agreement. If Buyer fails to exercise such option timely and pay the Buy Down Payment Refund to Seller, then Seller shall, as its exclusive remedy, be entitled to sell the output of all the Net Energy delivered from such Additional Equipment to any Person free of any claims by Xxxxx, provided that such Additional Equipment is separately metered from the Major Equipment that was initially installed as part of the Facility as of the Buy Down Date.

Seller Buy Down. (a) If Commercial Operation is achieved based on a total nameplate capacity of the Facility Rating which is below the Nameplate Required Final Installed Capacity, and the Facility has not achieved Commercial Operation with respect to a Facility Rating total nameplate capacity of not less than the Nameplate Required Final Installed Capacity by the date that is one hundred eighty (180) Days after the Commercial Operation Date (the "Buy Down Date"), Seller shall notify Buyer in writing within three (3) Business Days of the Buy Down Date, that the Guaranteed Energy Production requirement will be reduced to reflect the Facility Rating total nameplate capacity of the Facility which has achieved Commercial Operation as of the Buy Down Date (the "Final Installed Capacity"). In such event and within seven (7) Business Days of the Buy Down Dateevent, Seller shall pay to Buyer liquidated damages (the "Buy Down Payment") in an amount equal to (i) the Nameplate Required Final Installed Capacity, minus the Final Installed Capacity in MW-AC, multiplied by (ii) Three Hundred Thousand dollars ($300,000). Upon Seller's payment of the Buy Down Payment, the Contract Quantities and Guaranteed Energy and REC Production requirements for each Contract Year shall be reduced pro rata based upon the Final Installed Capacity as of the Buy Down Date. If . (b) If, at any time within two (2) years of the date that Seller pays the Buy Down Payment is to Buyer, Seller commences or recommences the construction, installation, commissioning or operation of additional solar photovoltaic modules, trackers and inverters at the Facility in excess of the Final Installed Capacity (the "Additional Equipment"), then Seller shall provide written notice of such event to Buyer. For a period of thirty (30) Days following Buyer's receipt of such notice, Buyer shall be entitled to exercise an option to pay to Seller an amount (the "Buy Down Payment Refund") equal to (a) the product of (i) Three Hundred Thousand dollars ($300,000) and (ii) the aggregate capacity in MW-AC added to the Facility beyond the Final Installed Capacity as a result of such Additional Equipment which would not received from Seller within seven cause the total capacity of the Facility to exceed 3.6 MW-AC (7the "Additional Qualifying Nameplate Capacity") Business cPrDo(tetIoBfB aobaheDoofatSCqoDmt,ycinaot)rYeuypsurmeoh(onocymyeQfabryshe2rmltiewehenamaoreqtelerherea)auececnetatatdsuinrelrmn,orasomorldt,uiasisntnp wnhtohicteh"ANdadmitieop tSfHcSsohwaoTpabehewduenelFprhosloellaxnFonolluoairofueleconldifvilcwculr(nltretaraiaidhtsiadtseihelrcyansldesn eng multiplied by (b) a fraction, the numerator of which is (i) one hundred fourteen seventy-four (114174) minus (ii) the number of months (calculated to the second decimal place) that have elapsed from the date that the Buyer received the Buy Down Payment until the date that payment of the Buy Down Payment Refund is made to Seller, and the denominator of which is one hundred fourteen seventy-four (114174). Upon Xxxxx's payment of the Buy Down Payment Refund, the Contract Quantities and Guaranteed Energy Production requirements for each Contract Year shall be increased pro rata based upon the Additional Qualifying Nameplate Capacity. If Buyer exercises such option, the Additional Qualifying Nameplate Capacity shall thereafter be included in the Final Installed Capacity and the definition of "Facility" for all purposes of this Agreement and Seller shall sell, and Buyer shall purchase, all the Net Energy generated or associated with such Additional Qualifying Nameplate Capacity in accordance with the terms of this Agreement. If Buyer fails to exercise such option timely and pay the Buy Down Payment Refund to Seller, then Seller shall, as its exclusive remedy, be entitled to sell the output of all the Net Energy delivered from such Additional Equipment to any Person free of any claims by Xxxxx, provided that such Additional Equipment is separately metered from the Major Equipment that was initially installed as part of the Facility as of the Buy Down Date.

Seller Buy Down. (a) If Commercial Operation is achieved based on a Facility Rating which is below the Nameplate Capacity, and the Facility has not achieved Commercial Operation with respect to a Facility Rating of not less than the Nameplate Capacity by the date that is one hundred eighty (180) Days after the Commercial Operation Date (the "“Buy Down Date"”), Seller shall notify Buyer in writing within three (3) Business Days of the Buy Down Date, that the Guaranteed Energy Production requirement will be reduced to reflect the Facility Rating of the Facility which has achieved Commercial Operation as of the Buy Down Date (the "“Final Installed Capacity"”). In such event and within seven (7) Business Days of the Buy Down Date, Seller shall pay to Buyer liquidated damages (the "“Buy Down Payment"”) in an amount equal to (i) the Nameplate Capacity, minus the Final Installed Capacity in MW-AC, multiplied by (ii) Three Hundred Thousand dollars ($300,000). Upon Seller's ’s payment of the Buy Down Payment, the Contract Quantities and Guaranteed Energy Production requirements for each Contract Year shall be reduced pro rata based upon the Final Installed Capacity as of the Buy Down Date. If the Buy Down Payment is not received from Seller within seven (7) Business cPrDo(tetIoBfB aobaheDoofatSCqoDmt,ycinaot)rYeuypsurmeoh(onocymyeQfabryshe2rmltiewehenamaoreqtelerherea)auececnetatatdsuinrelrmn,orasomorldt,uiasisntnp wnhtohicteh"ANdadmitieop tSfHcSsohwaoTpabehewduenelFprhosloellaxnFonolluoairofueleconldifvilcwculr(nltretaraiaidhtsiadtseihelrcyansldesn eng Effective On, During, and After the First Billing Cycle of January 2020 Pursuant to Public Service Commission of South Carolina Order No. 2019-847 Days of the Buy Down Date, the Contract Quantities and Guaranteed Energy Production requirement for each Contract Year shall not be reduced. (b) If, at any time within two (2) years of the date that Seller pays the Buy Down Payment to Buyer, Seller commences or recommences the construction, installation, commissioning or operation of additional equipment at the Facility so that the Facility’s capacity would be in excess of the Final Installed Capacity (the “Additional Equipment”), then Seller shall provide written notice of such event to Buyer. For a period of thirty (30) Days following Buyer’s receipt of such notice, Buyer shall be entitled to exercise an option to pay to Seller an amount (the “Buy Down Payment Refund”) equal to (a) the product of (i) Three Hundred Thousand dollars ($300,000) and (ii) the aggregate capacity in MW-AC added to the Facility beyond the Final Installed Capacity as a result of such Additional Equipment which would not cause the total capacity of the Facility to exceed MW-AC (the “Additional Qualifying Nameplate Capacity”) multiplied by (b) a fraction, the numerator of which is (i) one hundred fourteen (114114 ( ) minus (ii) the number of months (calculated to the second decimal place) that have elapsed from the date that the Buyer received the Buy Down Payment until the date that payment of the Buy Down Payment Refund is made to Seller, and the denominator of which is one hundred fourteen (114114 ( ). Upon Xxxxx's ’s payment of the Buy Down Payment Refund, the Contract Quantities and Guaranteed Energy Production requirements for each Contract Year shall be increased pro rata based upon the Additional Qualifying Nameplate Capacity. If Buyer exercises such option, the Additional Qualifying Nameplate Capacity shall thereafter be included in the Final Installed Capacity and the definition of "“Facility" ” for all purposes of this Agreement and Seller shall sell, and Buyer shall purchase, all the Net Energy generated or associated with such Additional Qualifying Nameplate Capacity in accordance with the terms of this Agreement. If Buyer fails to exercise such option timely and pay the Buy Down Payment Refund to Seller, then Seller shall, as its exclusive remedy, be entitled to sell the output of all the Net Energy delivered from such Additional Equipment to any Person free of any claims by Xxxxx, provided that such Additional Equipment is separately metered from the Major Equipment that was initially installed as part of the Facility as of the Buy Down Date.. ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 94 of 150

Seller Buy Down. (a) If Commercial Operation is achieved based on a Facility Rating which is below the Nameplate Capacity, and the Facility has not achieved Commercial Operation with respect to a Facility Rating of not less than the Nameplate Capacity by the date that is one hundred eighty (180) Days after the Commercial Operation Date (the "“Buy Down Date"”), Seller shall notify Buyer in writing within three (3) Business Days of the Buy Down Date, that the Guaranteed Energy Production requirement will be reduced to reflect the Facility Rating of the Facility which has achieved Commercial Operation as of the Buy Down Date (the "“Final Installed Capacity"”). In such event and within seven (7) Business Days of the Buy Down Date, Seller shall pay to Buyer liquidated damages (the "“Buy Down Payment"”) in an amount equal to (i) the Nameplate Capacity, minus the Final Installed Capacity in MW-AC, multiplied by (ii) Three Hundred Thousand dollars ($300,000). Upon Seller's ’s payment of the Buy Down Payment, the Contract Quantities and Guaranteed Energy Production requirements for each Contract Year shall be reduced pro rata based upon the Final Installed Capacity as of the Buy Down Date. If the Buy Down Payment is not received from Seller within seven (7) Business cPrDo(tetIoBfB aobaheDoofatSCqoDmt,ycinaot)rYeuypsurmeoh(onocymyeQfabryshe2rmltiewehenamaoreqtelerherea)auececnetatatdsuinrelrmn,orasomorldt,uiasisntnp wnhtohicteh"ANdadmitieop tSfHcSsohwaoTpabehewduenelFprhosloellaxnFonolluoairofueleconldifvilcwculr(nltretaraiaidhtsiadtseihelrcyansldesn eng Days of the Buy Down Date, the Contract Quantities and Guaranteed Energy Production requirement for each Contract Year shall not be reduced. (b) If, at any time within two (2) years of the date that Seller pays the Buy Down Payment to Buyer, Seller commences or recommences the construction, installation, commissioning or operation of additional equipment at the Facility so that the Facility’s capacity would be in excess of the Final Installed Capacity (the “Additional Equipment”), then Seller shall provide written notice of such event to Buyer. For a period of thirty (30) Days ELECTRONICALLY FILED - 2021 June 7 6:26 PM - SCPSC - Docket # 2021-88-E - Page 21 of 150 following Buyer’s receipt of such notice, Buyer shall be entitled to exercise an option to pay to Seller an amount (the “Buy Down Payment Refund”) equal to (a) the product of (i) Three Hundred Thousand dollars ($300,000) and (ii) the aggregate capacity in MW-AC added to the Facility beyond the Final Installed Capacity as a result of such Additional Equipment which would not cause the total capacity of the Facility to exceed MW-AC (the “Additional Qualifying Nameplate Capacity”) multiplied by (b) a fraction, the numerator of which is (i) one hundred fourteen (114( ) minus (ii) the number of months (calculated to the second decimal place) that have elapsed from the date that the Buyer received the Buy Down Payment until the date that payment of the Buy Down Payment Refund is made to Seller, and the denominator of which is one hundred fourteen (114( ). Upon Xxxxx's ’s payment of the Buy Down Payment Refund, the Contract Quantities and Guaranteed Energy Production requirements for each Contract Year shall be increased pro rata based upon the Additional Qualifying Nameplate Capacity. If Buyer exercises such option, the Additional Qualifying Nameplate Capacity shall thereafter be included in the Final Installed Capacity and the definition of "“Facility" ” for all purposes of this Agreement and Seller shall sell, and Buyer shall purchase, all the Net Energy generated or associated with such Additional Qualifying Nameplate Capacity in accordance with the terms of this Agreement. If Buyer fails to exercise such option timely and pay the Buy Down Payment Refund to Seller, then Seller shall, as its exclusive remedy, be entitled to sell the output of all the Net Energy delivered from such Additional Equipment to any Person free of any claims by Xxxxx, provided that such Additional Equipment is separately metered from the Major Equipment that was initially installed as part of the Facility as of the Buy Down Date.

Seller Buy Down. (a) If Commercial Operation is achieved based on a Facility Rating which is below the Nameplate Capacity, and the Facility has not achieved Commercial Operation with respect to a Facility Rating of not less than the Nameplate Capacity by the date that is one hundred eighty (180) Days after the Commercial Operation Date (the "“Buy Down Date"”), Seller shall notify Buyer in writing within three (3) Business Days of the Buy Down Date, that the Guaranteed Energy Production requirement will be reduced to reflect the Facility Rating of the Facility which has achieved Commercial Operation as of the Buy Down Date (the "“Final Installed Capacity"”). In such event and within seven (7) Business Days of the Buy Down Date, Seller shall pay to Buyer liquidated damages (the "“Buy Down Payment"”) in an amount equal to (i) the Nameplate Capacity, minus the Final Installed Capacity in MW-AC, multiplied by (ii) Three Hundred Thousand dollars ($300,000). Upon Seller's ’s payment of the Buy Down Payment, the Contract Quantities and Guaranteed Energy Production requirements for each Contract Year shall be reduced pro rata based upon the Final Installed Capacity as of the Buy Down Date. If the Buy Down Payment is not received from Seller within seven (7) Business cPrDo(tetIoBfB aobaheDoofatSCqoDmt,ycinaot)rYeuypsurmeoh(onocymyeQfabryshe2rmltiewehenamaoreqtelerherea)auececnetatatdsuinrelrmn,orasomorldt,uiasisntnp wnhtohicteh"ANdadmitieop tSfHcSsohwaoTpabehewduenelFprhosloellaxnFonolluoairofueleconldifvilcwculr(nltretaraiaidhtsiadtseihelrcyansldesn eng Days of the Buy Down Date, the Contract Quantities and Guaranteed Energy Production requirement for each Contract Year shall not be reduced. ELECTRONICALLY FILED - 2019 September 20 5:06 PM - SCPSC - Docket # 2019-184-E - Page 20 of 66 (b) If, at any time within two (2) years of the date that Seller pays the Buy Down Payment to Buyer, Seller commences or recommences the construction, installation, commissioning or operation of additional equipment at the Facility so that the Facility’s capacity would be in excess of the Final Installed Capacity (the “Additional Equipment”), then Seller shall provide written notice of such event to Buyer. For a period of thirty (30) Days following Buyer’s receipt of such notice, Buyer shall be entitled to exercise an option to pay to Seller an amount (the “Buy Down Payment Refund”) equal to (a) the product of (i) Three Hundred Thousand dollars ($300,000) and (ii) the aggregate capacity in MW-AC added to the Facility beyond the Final Installed Capacity as a result of such Additional Equipment which would not cause the total capacity of the Facility to exceed MW-AC (the “Additional Qualifying Nameplate Capacity”) multiplied by (b) a fraction, the numerator of which is (i) one hundred fourteen (114) minus (ii) the number of months (calculated to the second decimal place) that have elapsed from the date that the Buyer received the Buy Down Payment until the date that payment of the Buy Down Payment Refund is made to Seller, and the denominator of which is one hundred fourteen (114). Upon Xxxxx's Buyer’s payment of the Buy Down Payment Refund, the Contract Quantities and Guaranteed Energy Production requirements for each Contract Year shall be increased pro rata based upon the Additional Qualifying Nameplate Capacity. If Buyer exercises such option, the Additional Qualifying Nameplate Capacity shall thereafter be included in the Final Installed Capacity and the definition of "“Facility" ” for all purposes of this Agreement and Seller shall sell, and Buyer shall purchase, all the Net Energy generated or associated with such Additional Qualifying Nameplate Capacity in accordance with the terms of this Agreement. If Buyer fails to exercise such option timely and pay the Buy Down Payment Refund to Seller, then Seller shall, as its exclusive remedy, be entitled to sell the output of all the Net Energy delivered from such Additional Equipment to any Person free of any claims by Xxxxx, provided that such Additional Equipment is separately metered from the Major Equipment that was initially installed as part of the Facility as of the Buy Down Date.