Common use of Termination Rights of Seller Clause in Contracts

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 2.05), on Notice, which shall be effective five (5) Business Days after such Notice is given, if the interconnection and transmission facilities for the Generating Facility, as described in the Generating Facility’s Large Generator Interconnection Agreement (or if such agreement is not in place, then the most reliable option in its final Facility Study, and if such study is not complete, then the most reliable option in its final System Impact Study), are not tested and placed in service, other than due to the fault or gross negligence of Seller or Developer (but only to the extent that Developer is responsible for, or is, pursuing such interconnection or transmission facilities for the benefit of Seller), within three hundred sixty-five (365) days after the Expected Initial Operation Date; provided that, such Notice must be provided no more than thirty (30) days after the end of such three hundred sixty-five (365) day period.

Termination Rights of Seller. (i) Seller shall have the right to terminate this Power Purchase Agreement, without liability Agreement on Notice which shall be effective five (5) Business Days after such Notice is given to SCE if: (i) The results of the latest of any kind Interconnection Study by the CAISO or the Transmission Provider for the Generating Facility performed as of the date of the termination Notice reflect that the sum of (A) the Direct Assignment Facilities costs that Seller is required to pay (herein, the “Unreimbursed Costs”) and (B) the “Finance Costs” attributable to the Network Upgrades costs that are reimbursed by SCE, but are financed by Seller, exceeds Ten Million dollars ($10,000,000). For purposes hereof, “Finance Costs” means (X) the amount of Network Upgrades financed by Seller times (Y) the difference between (1) the interest rate applicable to Seller’s third-party financing for the Network Upgrades and (2) the interest rate applied by SCE in reimbursing Seller for the cost of the Network Upgrades. Notwithstanding the foregoing, prior to providing a termination Notice to SCE, Seller shall first provide Notice to SCE under of the amount of (I) Unreimbursed Costs and (II) projected Finance Costs (including reasonable documentation with respect to such costs). SCE shall review such documentation for a period of thirty (30) days after receipt of such Notice and determine, in its sole discretion, if it will pay for such Unreimbursed Costs and Finance Costs above Ten Million dollars ($10,000,000) and the terms and conditions of such payment. SCE shall provide Notice to Seller of its determination, including, if SCE intends to pay the excess Unreimbursed Costs and Finance Costs, reasonable documentation with respect to the terms and conditions of payment of such costs. If SCE determines that it will not reimburse Seller for such excess costs, Seller may terminate 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 SCE determines that it will pay for such excess costs, 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 review SCE’s proposed terms and conditions of payment and provide Notice if it accepts such terms and conditions within ten (10) Business Days after receipt of SCE’s Notice. If Seller accepts SCE’s proposed terms and conditions, Seller shall no longer have the right to terminate this Power Purchase Agreement, without liability of any kind Agreement pursuant 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 suspensions2.04(c)(i). (ivii) Seller shall have the right There is a (1) material adverse change to terminate this Power Purchase Agreement, without liability (which means (A) a reduction 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, if the interconnection and transmission facilities for the Generating Facility, as described greater than 20% in the Generating Facility’s Large Generator Interconnection Agreement percentage amount (or if such agreement is not in placefor example, then a reduction of 20% of the most reliable option in its final Facility Studycurrent Investment Tax Credit shall mean a reduction of from 30% to 24%) of the Investment Tax Credit, and if such study is not complete, then the most reliable option in its final System Impact Study), are not tested and placed in service, other than due to the fault or gross negligence of Seller or Developer (but only to the extent that Developer is responsible for, or is, pursuing such interconnection or transmission facilities for the benefit of Seller), within three hundred sixty-five (365) days after the Expected Initial Operation Date; provided that, such Notice must be provided no more than thirty (30) days after the end of such three hundred sixty-five (365) day period.and/or