Termination Rights of Seller. (i) Seller shall have the right to terminate this Power Purchase Agreement, without liability of any kind to SCE under this Power Purchase Agreement (subject to Section 2.05), on Notice, which shall be effective five (5) Business Days after such Notice is given to SCE, if a Material Permit for the Generating Facility which in the normal course would have been obtained by the Expected Construction Commencement Date (as the same may have been extended) has not been obtained by that date due to circumstances that were outside the reasonable control of Seller or Developer (but only to the extent that Developer is responsible for, or is, pursuing such Material Permit for the benefit of Seller) and so long as Seller or Developer (but only to the extent that Developer is responsible for, or is, pursuing such Material Permit for the benefit of Seller) has diligently pursued such Material Permit, and such Notice is given to SCE not later than ninety (90) days after the Expected Construction Commencement Date, or such later date as may be agreed to in a writing signed by both Parties.
(ii) Seller shall have the right to terminate this Power Purchase Agreement, without liability of any kind to SCE under this Power Purchase Agreement (subject to Section 2.05), on Notice, which shall be effective five (5) Business Days after such Notice is given to SCE, if Federal Production Tax Credit Legislation is not enacted on or before January 1 of the year of the Expected Initial Operation Date, or such later date as may be agreed to in a writing signed by both Parties, and such Notice is given to SCE not later than March 31 of the year of the Expected Initial Operation Date, or such later date as may be agreed to in a writing signed by both Parties.
(iii) Seller shall have the right to terminate this Power Purchase Agreement, without liability of any kind to SCE under this Power Purchase Agreement (subject to Section 2.05), on Notice, which shall be effective five (5) Business Days after such Notice is given to SCE, if and when the Large Generator Interconnection Agreement for the Generating Facility requires Seller to expend funds for LGIA Upgrades consistent with the schedule provided for in the Large Generator Interconnection Agreement (not including any delay of the schedule associated with suspensions).
(iv) Seller shall have the right to terminate this Power Purchase Agreement, without liability of any kind to SCE under this Power Purchase Agreement (subject to Section 2....
Termination Rights of Seller. Seller has the right to terminate this Agreement on Notice:
(i) If Seller (or any venture in which Seller is a participant) and the Generating Facility are jointly selected by Buyer in a competitive solicitation. The termination of this Agreement will be effective as of midnight the day before the commencement of any delivery period for any energy, capacity or attributes from the Generating Facility which is selected by Buyer in such competitive solicitation; or
(ii) If Seller’s Site Host relocates its business outside the State of California or terminates its business operations in California; provided, however, that if Seller terminates this agreement in accordance with this Section 2.02(a)(ii), Seller (or any entity over which Seller or any owner or manager of Seller exercises Control) agrees to waive any right it may have under the Act to enter into any new agreement to sell energy, capacity, or attributes from the Generating Facility to Buyer or any other California investor-owned utility for a period of one year from the effective date of such termination. The termination of this Agreement becomes effective five Business Days after Seller delivers such Notice.
Termination Rights of Seller. Seller has the right to terminate this Agreement on Notice if Seller’s Site Host relocates its business outside the State of California or terminates its business operations in California; provided, however, that if Seller terminates this Agreement in accordance with this Section 2.02(a), Seller (or any entity over which Seller or any owner or manager of Seller exercises Control) agrees to waive any right it may have under the Act to enter into any new agreement to sell energy, capacity, or attributes from the Generating Facility to Buyer or any other California investor-owned utility for a period of one year from the effective date of such termination. The termination of this Agreement becomes effective five Business Days after Seller delivers such Notice.
Termination Rights of Seller. Prior to Commercial Operation Date, Seller shall have the right to terminate this Agreement on Notice which will be effective five (5) Business Days after such Notice is given to Buyer, if Seller’s final projected costs of the interconnection facilities and distribution upgrade for the Project has increased by 20% from the total estimated costs of the interconnection facilities and distribution upgrade for the Project as reflected in Attachment 2, section 15 (a) of the SGIA. Final projected costs and estimated costs shall not include any Income Tax Component of Contribution.
Termination Rights of Seller. Seller shall have the right to terminate this Agreement.
(i) On Notice which shall be effective five (5) Business Days after such Notice is given to Buyer if extension of the Federal Production Tax Credit Legislation is not enacted on or before April 15, 2008 or such later date as may be agreed to in a writing signed by both Parties, and such notice is given to Buyer not later than July 1, 2008, or such later date as may be agreed to in a writing signed by both Parties.
Termination Rights of Seller. (i) Seller shall have the right to terminate the Agreement on Notice which shall be effective five (5) Business Days after such Notice is given to SCE if Federal Production Tax Credit Legislation is not enacted on or before December 31, 2008, or such later date as may be agreed to in a writing signed by both Parties, and such Notice is given to SCE not later than December 31, 2009, or such later date as may be agreed to in a writing signed by both Parties.
(ii) Seller shall have the right to terminate the Agreement if Seller reasonably determines based upon the results of any study or analysis of congestion by Seller’s Transmission Consultant, that, without transmission upgrades, curtailments of Generating Facility deliveries during the Term will regularly exceed ten (10%) of the Expected Annual Net Energy Production and a Notice of termination is given within thirty (30) days of the later of:
(1) The end of the sixth (6th) month after the Effective Date, or
(2) The date that a completed system impact study performed pursuant to the ISO Tariff or any Transmission Provider’s tariff is sent to Seller.
(iii) If Seller exercises a termination right, as set forth in this Section 2.04(b), it shall not be responsible for making a Termination Payment to SCE.
Termination Rights of Seller. Seller shall have the right to terminate this Agreement:
(i) On Notice, which shall be effective five (5) Business Days after such notice is given in the event CEC Certification and Verification and all required Permits have not been obtained by Seller within eighteen (18) months after the Effective Date and a Notice of termination is given on or before the end of the nineteenth month after the Effective Date.
(ii) On Notice, which shall be effective five (5) Business Days after such Notice is given in the event that Federal Production Tax Credit Legislation is not enacted by January 1, 2010 and a Notice of termination is given on or before February 1, 2010.
Termination Rights of Seller. Seller has no Termination Rights under this Section 2.04(b).
Termination Rights of Seller. Seller shall have the right to terminate this Agreement:
(i) If the interconnection facilities, transmission or distribution upgrades or new transmission or distribution facilities described in Seller’s LGIA and required to interconnect the Generating Facility have not been constructed, commissioned and placed into operation by the CAISO or the Transmission Provider within one hundred eighty (180) days of the timeframe set forth in Seller’s LGIA (the “Interconnection Deadline”) through no fault of Seller, and Seller has completed its obligations, taken the actions and met its deadlines to ensure timely construction, commission and operation of these facilities, and Notice of termination is given on or before thirty (30) days after the Interconnection Deadline;
(ii) On Notice, which will be effective five (5) Business Days after Seller gives it, if Seller gives the Notice within ninety (90) days after the day that Seller receives a tendered LGIA from the Transmission Provider for CAISO Queue Position 163 and the Total Project Interconnection Costs exceed Four Million Five Hundred Thousand dollars ($4,500,000); and
(iii) On Notice, which will be effective five (5) Business Days after Seller gives it, if Seller gives the Notice within sixty (60) days after the day that Seller is tendered an LGIA from the Transmission Provider and the timeframe set forth in the tendered LGIA contains information that indicates that the interconnection facilities and transmission facilities required for Seller have a reasonable likelihood of not being placed in service before July 1, 2015.
Termination Rights of Seller. In the event Buyer shall materially default under any of the terms and provisions of this Agreement, or that a condition for the benefit of Seller is not satisfied or otherwise waived, on or before the Initial Closing Date, Seller shall have the right, but not the obligation, in addition to any other rights or remedies which it may have at law or in equity, to terminate Seller's obligations under this Agreement with respect to Buyer and the Escrow created hereby. In the event of such termination by Seller:
(a) Seller shall be entitled to the immediate payment by Buyer through Escrow of the liquidated damages amount set forth in Section 18.1, hereof; and
(b) The termination of this Agreement by Seller pursuant to its rights under this Section shall relieve Seller of all of its obligations under this Agreement from the date of termination.