TERM AND CONDITIONS PRECEDENT. TERMINATION 6
TERM AND CONDITIONS PRECEDENT. The effective date of this Agreement shall be the Execution Date. The commercial terms of purchase and sale set forth in this Agreement shall become operative as of the Phase One Effective Date (as defined below), provided that:
TERM AND CONDITIONS PRECEDENT. 1.2.1 The term of this Agreement shall commence on a date selected by the Lessor and Company following approval by the First District Consolidated Oversight Board and the California Department of Finance, if, and/or, as required by law.
1.2.2 The term of this Agreement will expire on October 9, 2087.
1.2.3 Lessor and Company agree to execute a memorandum of this Agreement evidencing the existence of this Agreement, the ownership of the Facilities by Company, the rights of Company in the Premises, the fact that this Agreement contains a right of first refusal to purchase the Premises and setting forth the Commencement Date and Termination Date of this Agreement.
1.2.4 Company will be entitled to receive, as a Project Cost, an ALTA leasehold policy of title insurance issued by a title company selected by Company, with liability in an amount reasonably determined by Company and insuring Company’s interests hereunder. Such leasehold policy will be subject only to exceptions permitted by Company. By September 1, 2019, Lessor shall deliver a preliminary title reports covering the Premises, as well as copies of the underlying document listed as exceptions to title is such report, to Company. If Company objects to any exceptions, it will give written notice of such objections (the “Notice of Objections”) to Lessor within such one hundred twenty (120) days after receipt of the preliminary report and the underlying documents. Company’s failure to give a Notice of Objections within such One Hundred Twenty (120) day period shall be conclusively deemed to be Company’s acceptance of all exceptions. Within thirty (30) days following receipt of a Notice of Objections, Lessor, at its option, may cure, or agree to cure prior to the commencement of the term, some or all of the exceptions that are the subject of the Notice of Objections. If at the end of such thirty (30) day period, Lessor has not cured, or agreed to cure prior to the commencement of the term, any or all of such exceptions, Company may elect by written notice given within fifteen (15) days thereafter to terminate this Lease (the “Termination Notice”). Company’s failure to give the Termination Notice within such fifteen (15) day period shall be conclusively deemed to be Company’s election to accept such leasehold policy subject to all then uncured exceptions. Upon any termination of this Agreement pursuant to the provisions of this Section, the parties shall be released from all further liabilities and obligat...
TERM AND CONDITIONS PRECEDENT. TERMINATION 9 2.01 Obligations Prior to Commencement of the Term. 9 2.02 Conditions Precedent to Commencement of Term. 9 2.03 Termination Rights. 10 2.04 Rights and Obligations Surviving Termination. 12 ARTICLE THREE. SELLER’S OBLIGATIONS 15 3.01 Conveyance of Entire Output, Conveyance of Green Attributes, Capacity Attributes and Resource Adequacy Benefits. 15 3.02 {Intentionally Omitted} 16 3.03 Curtailment. 16
TERM AND CONDITIONS PRECEDENT. TERMINATION 8 2.01 Effective Date and Obligations prior to Effective Date 8 2.02 Obligations Prior to Commencement of the Term. 8 2.03 Conditions Precedent to Commencement of Term. 10 2.04 Termination Rights 10 2.05 [Intentionally Omitted.] 12 2.06 Rights and Obligations Surviving Termination. 12 ARTICLE THREE. SELLER’S OBLIGATIONS 15 3.01 Conveyance of Entire Output, Green Attributes, Capacity Attributes, and Resource Adequacy Benefits 15 3.02 Resource Adequacy Rulings 17 3.03 Maintenance as ERR 17 3.04 Standard Capacity Product: Allocation of Availability Incentive Payments and Non-Availability Charges 17 3.05 Permits, Interconnection and Transmission Service Agreements, and CAISO Tariff Compliance. 17 3.06 Development Security 18 3.07 Seller’s Product Delivery Obligation 23 3.08 Metering, Communications, and Telemetry 24 3.09 Site Location and Control 25 3.10 Change in Structure, Ownership, or Financing 25 3.11 Design 26 3.12 Operation and Record Keeping 26 3.13 Obtaining Scheduling Coordinator Services 28 3.14 Forecasting 28 3.15 Scheduled Outages 29 3.16 Progress Reporting Toward Meeting Milestone Schedule 29 3.17 Provision of Information. 29 3.18 Anaheim’s Access Rights 30
TERM AND CONDITIONS PRECEDENT. (a) This Agreement and each Services Agreement commence on the relevant Commencement Date. T E
(b) The Conditions Precedent in respect of a Services Agreement (if any) must be satisfied by the Provider as soon as possible and otherwise by the date specified in the Services Agreement (with notice of this to MSD), and to MSD’s satisfaction. Only MSD can waive them. If they are not met by the final date for satisfaction specified in the Services Agreement, the Services Agreement will be of no further effect, unless MSD agrees otherwise.
(c) Subject to clause 22.1, this Agreement continues in force until the parties agree in writing to terminate it (or it is otherwise terminated in accordance with clause 22.2 or clause 22.3). M
(d) Each Services Agreement continues in force for the Term. L A T E PART C – SERVICES, FORCE MAJEURE EVENTS AND CHANGES This Part describes the Services to be provided by the Provider and what it has to do to comply with MSD’s requirements (including in relation to record keeping and reporting, what happens if it is prevented from performing its obligations because of force majeure, and how this Agreement can be changed).
TERM AND CONDITIONS PRECEDENT. TERMINATION 7 2.01 Effective Date and Obligations prior to Effective Date. 7 2.02 Obligations Prior to Commencement of the Term. 7 2.03 Conditions Precedent to Commencement of Term. 8 2.04 Termination Rights. 9
TERM AND CONDITIONS PRECEDENT. 3.1 This Agreement is effective from the Effective Date and continues in full force and effect, until terminated pursuant to the General Terms and Conditions.
3.2 Notwithstanding anything to the contrary herein or in any Location Agreement, Seller shall not be obligated to deliver any Fuel under this Agreement or any Location Agreement unless and until the Commencement Date shall have occurred. Thereafter, Seller shall be obliged to deliver the Fuel as per the provisions hereof and the applicable Location Agreement. As used herein, the following terms shall have the respective meanings:
TERM AND CONDITIONS PRECEDENT. 2.1 The Start-Up Period and the Delivery Term constitute the “Term” of this Agreement.
2.2 The Start-Up Period shall be the period beginning on the Completion Date and continuing until the Commencement Date (the “Start-Up Period”).
2.3 Unless otherwise agreed in writing by the Parties, the delivery term of this Agreement shall commence on the Commencement Date and, unless sooner terminated as provided here, shall continue for a term (the “Delivery Term”) of five (5) years.
2.4 The following terms shall have the respective meanings:
TERM AND CONDITIONS PRECEDENT. 3.1 This Agreement is effective from the Effective Date and continues in full force and effect, until terminated pursuant to this Agreement or the General Terms and Conditions.
3.2 Prior to any obligation on the part of Seller to sell Fuel under this Agreement, or on the part of Buyer to purchase Fuel under this Agreement, all conditions set forth in this Article 3 shall be satisfied by Seller (or with respect to subsections (i) and (ii), waived by Seller; with respect to subsections (iii) and (iv), waived by Seller and Buyer):
(i) Seller shall have reached a final investment decision with respect to one or more Seller Facilities (as defined below) no later than December 31, 2023;
(ii) Seller shall have obtained funding to construct the Seller Facilities by June 1, 2024;
(iii) Seller shall have obtained all governmental authorizations for development of Seller Facilities and production and delivery of Fuel as required by the Location Agreement including all necessary approvals to supply to the applicable Delivery Point(s), and shall have provided written notice of the same to Buyer; and
(iv) The Commencement Date (as defined in the Agreement) has occurred no later than July 1, 2026. Seller shall work in good faith to achieve the above conditions precedent by the applicable deadline. Notwithstanding anything to the contrary herein or in any Location Agreement, if the conditions set forth above have not been satisfied or waived on or before the applicable deadline, either Party shall have the right to terminate this Agreement and any Location Agreements thereunder (without any liability of Buyer or Seller arising from such termination) on not less than thirty (30) days prior written notice to the other Party.
3.3 From and after the Commencement Date, Seller shall be obligated to deliver the Fuel as per the provisions hereof and the applicable Location Agreement. As used herein, “Commencement Date” means the date specified by Seller in a written notice to Buyer furnished not less than sixty (60) days prior to such date that the first Seller Facility has achieved commercial operation and is able to produce and deliver the Fuel as set forth in this Agreement.
