Common use of Term Termination and Survival Clause in Contracts

Term Termination and Survival. (a) The term of this Agreement commences as of the Effective Date and expires on December 31, 2021, (the “Term”), unless terminated earlier in accordance with the terms of this Agreement. The Term of this Agreement may be extended by the IESO, acting in its sole and absolute discretion, upon written notice to the Participant. Any extension is subject to the Participant being in compliance with its obligations herein, and provided the Energy Manager Program remains available. The Participant acknowledges that the Term may not extend past December 31, 2021. (b) The first Funding Period commences as of the employment start date of the Energy Manager and expires on the date which is 12 months from the Energy Manager’s employment start date, unless terminated earlier in accordance with the terms of this Agreement. After the expiry of the first Funding Period (and after the expiry of any subsequent Funding Period), the IESO, acting in its sole and absolute discretion, may extend funding for the employment of an Energy Manager to the Participant for an additional 12-month Funding Period, or shorter, upon written notice. Any extension is subject to the Participant being in compliance with its obligations herein, provided the Energy Manager Program remains available, and subject to the expiration or termination of this Agreement. The Participant acknowledges that the term of a Funding Period may not extend past December 31, 2021 or the Term of this Agreement. (c) For certainty, after each Funding Period expires or is earlier terminated, the IESO will not be required to pay and the Participant will not be eligible for a Participant Incentive, in part or in full, for any period during the Term following such date if the IESO has not extended funding to the Participant for an additional Funding Period pursuant to Section 7(b). (d) The IESO may terminate this Agreement or a Funding Period immediately, or withhold the Participant Incentive, in part or in full, where any of the following occurs: (i) the Participant fails to have an Energy Manager in place for a period of ninety (90) calendar days; (ii) the Participant fails to observe or perform any obligation required to be observed or performed under this Agreement and such failure continues for a period of thirty (30) calendar days after the delivery of written notice by the IESO to the Participant to cure such failure; (iii) the Participant fails to undertake Commercially Reasonable efforts to achieve the Minimum Annual Savings Target of 1,000 MWh for the 12-month period of this Agreement plus any applicable Shortfall Amount; or (iv) the Participant becomes or is declared Insolvent, becomes the subject of any proceeding related to its liquidation or insolvency which is not dismissed within ninety (90) calendar days, or makes an assignment for the benefit of creditors. (e) Upon termination of this Agreement or a Funding Period pursuant to Section 7(d), the Participant will promptly repay any Start of Funding Period Payment paid under Section 2(b)(i) for the then current Funding Period. (f) The IESO may also terminate this Agreement or any Funding Period upon sixty (60) calendar days’ notice by the IESO. (g) Sections 2, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16, 21 and 25, and such other provisions as are necessary for the interpretation thereof and any other provisions hereof, the nature and intent of which is to survive termination or expiration of this Agreement, will survive the expiration or termination of this Agreement.

Term Termination and Survival. (a) The term of this This Agreement commences as of on the Effective Date and expires on December 31, 2021at the end of the Funding Period, (the “Term”), unless terminated earlier in accordance with the terms of this Agreement. The Term of this the Agreement may be extended by the IESO, acting in its sole and absolute discretion, upon written notice to the Participant. Any extension is subject to the Participant being in compliance with its obligations herein, and provided the NRCAN-IESO Collaborative Energy Manager Program remains available. The Participant acknowledges that the Term may not extend past December 31, 2021. (b) The first Funding Period commences as of the employment start date of the Energy Manager and expires on the date which is 12 months from the Energy Manager’s employment start datethereafter, unless terminated earlier in accordance with the terms of this Agreement. After the expiry of the first Funding Period (and after the expiry of any subsequent Funding Period), the IESO, acting in its sole and absolute discretion, may extend funding for the employment of an Energy Manager to the Participant for an additional 12-month Funding Period, or shorter, upon written notice. Any extension is subject to the Participant being in compliance with its obligations herein, provided the NRCAn-IESO Collaborative Energy Manager Program remains available, and subject to the expiration or termination of this Agreement. The Participant acknowledges that the term of a Funding Period may not extend past December 31, 2021 or the Term of this Agreement. (c) For certainty, after each the Funding Period expires or is earlier terminated, the IESO will not be required to pay and the Participant will not be eligible for a Participant Incentive, in part or in full, for any period during the Term following such date if date. In the case of early termination, the Participant shall promptly inform the IESO has not extended funding of the Costs of Hiring incurred to the Participant for an additional Funding Period pursuant to effective date of termination and the IESO shall conduct a reconciliation in accordance with Section 7(b2(c)(v). (d) The IESO may terminate this Agreement or a the Funding Period immediately, or withhold the Participant Incentive, in part or in full, where any of the following occurs: (i) the Participant fails to have an Energy Manager in place for a period of ninety sixty (9060) calendar days; (ii) the Participant fails to observe or perform any obligation required to be observed or performed under this Agreement and such failure continues for a period of thirty (30) calendar days after the delivery of written notice by the IESO to the Participant to cure such failure; (iii) the Participant fails to undertake Commercially Reasonable efforts Efforts to achieve the Minimum Annual Savings Target of 1,000 MWh for the 12-month period Funding Period of this Agreement plus any applicable Shortfall AmountAgreement; or (iv) the Participant becomes or is declared Insolvent, becomes the subject of any proceeding related to its liquidation or insolvency which is not dismissed within ninety (90) calendar days, or makes an assignment for the benefit of creditors. (e) Upon termination of this Agreement or a Funding Period pursuant to Section 7(d), the Participant will promptly repay any Start of Funding Period Payment payments already paid under Section 2(b)(i) this Agreement for the then current Funding Period, together with interest from the date of demand at the Interest Rate. (f) The IESO may also terminate this Agreement or any Funding Period upon sixty (60) calendar days’ notice by the IESO. (g) If the NRCAN-IESO Collaborative Energy Manager Agreement is terminated, this Agreement shall be automatically terminated. The IESO shall use Commercially Reasonable Efforts to fulfill its obligations under the NRCAN-IESO Collaborative Energy Manager Agreement. (h) Sections 2, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16, 21 24 and 2528, and such other provisions as are necessary for the interpretation thereof and any other provisions hereof, the nature and intent of which is to survive termination or expiration of this Agreement, will survive the expiration or termination of this Agreement.

Term Termination and Survival. (a) The term of this Agreement commences as of the Effective Date and expires on December 31, 20212023, (the “Term”), unless terminated earlier in accordance with the terms of this Agreement. The Term of this Agreement may be extended by the IESO, acting in its sole and absolute discretion, upon written notice to the Participant. Any extension is subject to the Participant being in compliance with its obligations herein, and provided the Energy Manager Program remains available. The Participant acknowledges that the Term may not extend past December 31, 20212023. (b) The first Funding Period commences as of the employment start date of the Energy Manager and expires on the date which is 12 months from the Energy Manager’s employment start date, unless terminated earlier in accordance with the terms of this Agreement. After the expiry of the first Funding Period (and after the expiry of any subsequent Funding Period), the IESO, acting in its sole and absolute discretion, may extend funding for the employment of an Energy Manager to the Participant for an additional 12-month Funding Period, or shorter, upon written notice. Any extension is subject to the Participant being in compliance with its obligations herein, provided the Energy Manager Program remains available, and subject to the expiration or termination of this Agreement. The Participant acknowledges that the term of a Funding Period may not extend past December 31, 2021 2023 or the Term of this Agreement. (c) For certainty, after each Funding Period expires or is earlier terminated, the IESO will not be required to pay and the Participant will not be eligible for a Participant Incentive, in part or in full, for any period during the Term following such date if the IESO has not extended funding to the Participant for an additional Funding Period pursuant to Section 7(b). (d) The IESO may terminate this Agreement or a Funding Period immediately, or withhold the Participant Incentive, in part or in full, where any of the following occurs: (i) the Participant fails to have an Energy Manager in place for a period of ninety (90) calendar days;ninety (ii) the Participant fails to observe or perform any obligation required to be observed or performed under this Agreement and such failure continues for a period of thirty (30) calendar days after the delivery of written notice by the IESO to the Participant to cure such failure; (iii) the Participant fails to undertake Commercially Reasonable efforts to achieve the Minimum Annual Savings Target of 1,000 MWh Requirement for the 12-month period of this Agreement plus any applicable Shortfall Amount; or (iv) the Participant becomes or is declared Insolvent, becomes the subject of any proceeding related to its liquidation or insolvency which is not dismissed within ninety (90) calendar days, or makes an assignment for the benefit of creditors. (e) Upon termination of this Agreement or a Funding Period pursuant to Section 7(d), the Participant will promptly repay any Start of Funding Period Payment paid under Section 2(b)(i) for the then current Funding Period. (f) The IESO may also terminate this Agreement or any Funding Period upon sixty (60) calendar days’ notice by the IESO. (g) Sections 2, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16, 21 and 25, and such other provisions as are necessary for the interpretation thereof and any other provisions hereof, the nature and intent of which is to survive termination or expiration of this Agreement, will survive the expiration or termination of this Agreement.

Term Termination and Survival. (a) The term of this Agreement commences as of the Effective Date and expires terminates on December 31, 2021, (the “Term”), date which is 24 months from the Energy Manager’s employment start date unless terminated earlier in accordance with the terms of this Agreement. The Term term of this Agreement may be extended for additional twelve (12) month periods or shorter upon approval by the IESO, IESO acting in its sole and absolute discretion, upon written notice to the Participant. Any extension is subject to the Participant being in compliance with its obligations herein, and provided the Energy Manager Program Initiative remains available. The Participant acknowledges that the Term term may not extend past December 31, 20212020. (b) The first Funding Period commences as of the employment start date of the Energy Manager and expires This Agreement will terminate on the date which is 12 months from the Energy Manager’s employment start date, unless terminated earlier in accordance with the terms of this Agreement. After the expiry of the first Funding Period (and after the expiry of any subsequent Funding Period), the IESO, acting term as provided in its sole and absolute discretion, may extend funding for the employment of an Energy Manager to the Participant for an additional 12-month Funding Period, Section 6(a) or shorter, upon written notice. Any extension is subject to the Participant being in compliance with its obligations herein, provided the Energy Manager Program remains available, and subject to the expiration or termination of this Agreement. The Participant acknowledges that the term of earlier as a Funding Period may not extend past December 31, 2021 or the Term of this Agreement. (c) For certainty, after each Funding Period expires or is earlier terminated, the IESO will not be required to pay and the Participant will not be eligible for a Participant Incentive, in part or in full, for any period during the Term following such date if the IESO has not extended funding to the Participant for an additional Funding Period pursuant to Section 7(b). (d) The IESO may terminate this Agreement or a Funding Period immediately, or withhold the Participant Incentive, in part or in full, where any of the following occursresult of: (i) the Participant fails to have an Energy Manager in place for a period of ninety (90) calendar days; (ii) the Participant fails Participant’s failure to observe or perform any obligation required to be observed or performed under this Agreement and such failure continues for a period of thirty (30) calendar days after the delivery of written notice by the IESO to the Participant to cure such failure; (iiiii) the Participant fails Participant’s failure to undertake Commercially Reasonable efforts to achieve meet (a) a minimum of 80% of the Minimum Annual Savings Target of 1,000 MWh for Target, as adjusted, in the most recently completed twelve (12-) month period of this Agreement plus any applicable Shortfall Amountand (b) the Annual Savings Target, as adjusted, in the twelve (12) month period preceding the recently completed twelve (12) month period, as determined by the Technical Reviewer; or (iviii) the Participant becomes or is declared Insolvent, becomes the subject of any proceeding related to its liquidation or insolvency which is not dismissed within ninety (90) calendar days, or makes an assignment for the benefit of creditors. (ec) Upon termination of this Agreement or a Funding Period pursuant to Section 7(dSections 2(k), the Participant will promptly repay any Start of Funding Period Payment paid under Section 2(b)(i) for the then current Funding Period. (f) The IESO may also terminate this Agreement or any Funding Period upon sixty (60) calendar days’ notice by the IESO. (g) Sections 24, 5, 6, 7, 89, 10, 11, 12, 13, 14, 15, 16, 21 and 2517(d), and such other provisions as are necessary for the interpretation thereof and any other provisions hereof, the nature and intent of which is to survive termination or expiration of this Agreement, will survive the expiration or termination of this Agreement. (d) Upon completion of each twelve (12) month period of this Agreement commencing as of the Energy Manager’s employment start date, the Technical Reviewer will review the Energy Manager’s performance to determine if it achieved the Annual Savings Target. If the Energy Manager does not meet the Annual Savings Target in the first year of this Agreement, the Participant will be required to demonstrate to the satisfaction of the IESO, acting in its sole discretion, that the projects expected for the next twelve (12) month period will be sufficient to attain the cumulative Annual Savings Target for the term of the Agreement, failing which the Energy Manager Funding Agreement will terminate.