TESTING PROGRAMME. (a) The Seller shall provide to the Purchaser, on an on-going basis, all relevant information regarding its programme for testing the Complex and the schedule thereof. Not less than thirty (30) Days prior to the commencement of such test programme, the Seller shall deliver to the Purchaser in writing the final testing programme for the Complex, including a tentative schedule for conducting all tests required under and in relation to this Article VIII. The Seller shall advise the Purchaser in writing of any changes in its final schedule for the testing programme not less than seven (7) Days prior to the commencement of such tests. Such final schedule shall not materially increase or advance the timing of the Purchaser’s obligations under this Agreement, without the prior written consent of the Purchaser. If the schedule for any tests required by Section 8.2 or 8.3 is adjusted after the Seller has provided the Purchaser with the final testing programme schedule, then the Seller shall advise the Purchaser not less than forty-eight (48) hours prior to the commencement of any such tests. On each Day beginning with the Day on which testing commences, the Seller shall provide the Purchaser with a schedule of the tests to be conducted on the following Day or Days (if such tests will continue for more than one (1) Day). All testing of the Complex shall satisfy the Commissioning Tests and Reliability Run Test provided in this Article VIII and Schedule 7. The Purchaser and its representatives shall have the right to be present at and observe the Commissioning Tests (including the Reliability Run Test) and any retests thereof. (1) If the Purchaser is unable to accommodate the schedule for any of the Commissioning Tests as provided by the Seller, the Purchaser will give the Seller notice within forty-eight
Appears in 1 contract
Samples: Energy Purchase Agreement
TESTING PROGRAMME. (a) The Seller shall provide to the Purchaser, Purchaser on an on-going basis, all basis with relevant information regarding its programme for testing the Complex and the schedule thereoftherefor. Not less than thirty (30) Days prior to the commencement of such test programme, the Seller shall will deliver to the Purchaser in writing the final testing programme for the Complex, including a tentative schedule for conducting all tests required under and in relation to this Article VIII. The Seller shall advise the Purchaser in writing of any changes in its final schedule for the testing programme not less than seven (7) Days prior to the commencement of such the tests. Such final schedule shall not materially increase or advance the timing of the Purchaser’s obligations under this Agreement, Agreement without the prior written consent of the Purchaser. If the schedule for any tests required by Section 8.2 or 8.3 is adjusted after the Seller has provided the Purchaser with the final testing programme schedule, then the Seller shall advise the Purchaser not less than forty-eight (48) hours prior to the commencement of any such tests. On each Day beginning with the Day on which testing commences, the Seller shall provide the Purchaser with a schedule of the tests to be conducted on the following Day or Days (if such tests will continue for more than one (1) Day). All testing of the Complex shall satisfy the Commissioning Tests and Reliability Run Test test criteria provided in this Article VIII and Schedule 7. The Purchaser and its representatives shall have the right to be present at and observe the Commissioning Tests (including the Reliability Run Test) and any retests thereof.
(1b) If the Purchaser is unable to accommodate the schedule for any of the Commissioning Tests as provided by the Seller, the Purchaser will give the Seller notice within forty-eighteight (48) hours of its receipt of the final schedule for testing and the Parties will mutually agree on a date for any deferral test or programme of tests; provided, however, that should the Purchaser defer or delay any Commissioning Tests beyond fifteen (15) Days from the date on which the tests were finally scheduled and such deferral or delay causes the Scheduled Commercial Operations Date of the Complex to be delayed or deferred, as certified by the Engineer, then from the Scheduled Commercial Operations Date prevailing prior to such delay or deferral, the Purchaser shall pay to the Seller Monthly, in arrears, an amount equal to (i) the Carrying Costs; plus (ii) fifty percent (50%) of the Insurance Component, fifty percent (50%) of the Fixed O&M Component (Local), fifty percent (50%) of the Fixed O&M Component (Foreign) of the Reference Tariff multiplied by the Monthly Benchmark Energy (prorated on Daily basis for such period); The Return on Equity Component during the extended construction period on account of such delay shall be accrued and payable throughout the Term by updating the Reference Tariff Table in Schedule 1 on the Commercial Operations Date. Such payments shall commence on the Scheduled Commercial Operations Date prevailing immediately prior to such delay or deferral and shall continue until the earlier of (i) the end of a period equal to the period of delay or deferral of any Commissioning test or Commissioning Tests; and (ii) the completion of the first attempted Commissioning Tests (whether successfully completed or not); provided, however, that the payment of such amounts by the Purchaser and extension of the Required Commercial Operations Date shall be subject to the issuance by the Engineer of the certificate issued pursuant to Section 8.2(b) stating that the commissioning of the Seller Interconnection Facilities has been completed and a simultaneous certificate that the delay or deferral caused by the Purchaser would likely cause the then scheduled Commissioning Tests to be delayed or deferred. In addition to the payment of (i) the Carrying Costs: plus fifty percent (50%) of the Insurance Component, fifty percent (50%) of the Fixed O&M Component (Local), and fifty percent (50%) of the Fixed O&M Component (Foreign) of the Reference Tariff multiplied by the Monthly Benchmark Energy (prorated on Daily basis for such period) if the delay or deferral of the Commissioning Tests by the Purchaser continues beyond the sixtieth (60th) Day following the date of issuance by the Engineer of the two (2) certificates referred to in this Section, the Purchaser shall also be required to pay the principal debt payments when due under the Financing Documents; provided that such principal debt payments made by the Purchaser under this Section 8.1 shall be excluded in the determination or calculation of the Tariff at the Commercial Operations Date to be paid by the Purchaser hereunder. Such principal debt payment shall be due from the Purchaser on the later of thirty (30) Days following receipt of an invoice therefor or the due date for such payment under the Financing Documents, which invoice shall be signed by the Lenders or the Agent certifying the amount shown therein to be correct and stating the due date for such payment of principal debt under the Financing Documents. Such payments shall continue until the earlier of (i) the end of a period equal to the period of delay or deferral of any Commissioning test or Commissioning Tests; and (ii) the completion of the first attempted Commissioning Tests (whether successfully completed or not). In addition, the Required Commercial Operations Date shall be extended on a Day-For Day basis by the number of Days the Commissioning Tests are delayed due to the Purchaser, as certified by the Engineer in accordance with this Section. The Purchaser shall have no obligation to make the payments provided for in this Section 8.1 if and to the extent the delay in the programme of Commissioning Tests would nevertheless have occurred regardless of the Purchaser’s delay or deferral of such tests. If payments by the Purchaser under this Section 8.1 shall have commenced or the obligation for such payments shall have accrued, the Complex shall be tested at the first available opportunity thereafter. Except as provided in Section 6.5, this Section 8.1, Section 15.6 and Section 16.2(h), the Seller shall be entitled to no other penalty or claim for damages under this Agreement as a result of delay or deferral of the Commissioning Tests by the Purchaser.
(c) The Complex tests shall be performed in the following sequence:
(i) Testing of the Seller Interconnection Facilities;
(ii) Testing of each WTG before synchronisation;
(iii) Testing of each WTG in accordance with Section 8.3(b); and
(iv) Reliability Run Test.
Appears in 1 contract
Samples: Energy Purchase Agreement
TESTING PROGRAMME. (a) The Seller shall provide to the Purchaser, Purchaser on an on-going basis, all basis with relevant information regarding its programme for testing the Complex and the schedule thereoftherefor. Not less than thirty (30) Days prior to the commencement of such test programme, the Seller shall will deliver to the Purchaser in writing the final testing programme for the Complex, including a tentative schedule for conducting all tests required under and in relation to this Article VIII. The Seller shall advise the Purchaser in writing of any changes in its final schedule for the testing programme not less than seven (7) Days prior to the commencement of such the tests. Such final schedule shall not materially increase or advance the timing of the Purchaser’s obligations under this Agreement, Agreement without the prior written consent of the Purchaser. If the schedule for any tests required by Section 8.2 or 8.3 is adjusted after the Seller has provided the Purchaser with the final testing programme schedule, then the Seller shall advise the Purchaser not less than forty-eight (48) hours prior to the commencement of any such tests. On each Day beginning with the Day on which testing commences, the Seller shall provide the Purchaser with a schedule of the tests to be conducted on the following Day or Days (if such tests will continue for more than one (1) Day). All testing of the Complex shall satisfy the Commissioning Tests and Reliability Run Test test criteria provided in this Article VIII and VIIIand Schedule 7. The Purchaser and its representatives shall have the right to be present at and observe the Commissioning Tests (including the Reliability Run Test) and any retests thereof.
(1b) If the Purchaser is unable to accommodate the schedule for any of the Commissioning Tests as provided by the Seller, the Purchaser will give the Seller notice within forty-eighteight (48) hours of its receipt of the final schedule for testing and the Parties will mutually agree on a date for any deferral test or programme of tests; provided, however, that should the Purchaser defer or delay any Commissioning Tests beyond fifteen (15) Days from the date on which the tests were finally scheduled and such deferral or delay causes the Scheduled Commercial Operations Date of the Complex to be delayed or deferred, as certified by the Engineer, then from the Scheduled Commercial Operations Date prevailing prior to such delay or deferral, the Purchaser shall pay to the Seller Monthly, in arrears, an amount equal to the Carrying Costs plus fifty percent (50 %) of the O&M Component and fifty percent (50 %) of the Insurance Component multiplied by the Average Daily Energy for the number of Days of such delay. Such payments shall commence on the Scheduled Commercial Operations Date prevailing immediately prior to such delay and shall continue until the earlier of:
(i) the end of a period equal to the period of delay in completing the Purchaser Interconnection Facilities, and
(ii) the completion of the first attempted Commissioning Tests (whether successfully completed or not); provided, however, that the payment of such amounts by the Purchaser and extension of the Required Commercial Operations Date shall be subject to issuance by the Engineer of Certificate of Readiness for Synchronization and a simultaneous certificate that the delay caused by the Purchaser has caused the then scheduled Commissioning Tests to be delayed. In addition to the payment of the Carrying Costs plus fifty percent (50 %) of the O&M Component and fifty percent (50 %) of the Insurance Component multiplied by the Average Daily Energy for the number of Days of such delay, if the delay or deferral of the Commissioning Tests by the Purchaser continues beyond the one hundred and fiftieth (150th) Day following the date of issuance by the Engineer of the two (2) certificates referred to in this Section, then the Purchaser shall also be required to pay the principal debt payments when due pursuant to the repayment schedule (as certified to the Purchaser by the Lenders or Agent). Such principal debt payment shall be due from the Purchaser on the earlier of thirty (30) Days following receipt of an invoice therefor or the due date for such payment under the repayment schedule (as certified to the Purchaser by the Lenders or Agent), which invoice shall be signed by the Lenders or the Agent certifying the amount shown therein to be correct and stating the due date for such payment of principal debt under the repayment schedule (as certified to the Purchaser by the Lenders or Agent). Such payments shall continue until the earlier of (i) the end of a period equal to the period of delay or deferral of any Commissioning test or Commissioning Tests; and (ii) the completion of the first attempted Commissioning Tests (whether successfully completed or not). In addition, the Required Commercial Operations Date shall be extended on a Day-For-Day basis by the number of Days that any of the Commissioning Tests are delayed due to the Purchaser, as certified by the Engineer in accordance with this Section. Provided that any payment(s) that are made by the Purchaser pursuant to this Sectionon account of principal debt paymentsshall be recovered,together with interest at KIBOR plus 4.5% per annum (on the monthly outstanding balance of such amounts) commencing on the date of such payments by the Purchaser and ending on the date of complete repayment thereof by the Seller,through successive deductions of the Return on Equity Component from the monthly Energy Payments until the aforesaid amounts have been completely recovered. The Purchaser shall have no obligation to make the payments provided for in this Section 8.1 if and to the extent the delay in the programme of Commissioning Tests would nevertheless have occurred regardless of the Purchaser’s delay or deferral of such tests. If payments by the Purchaser under this Section 8.1 shall have commenced or the obligation for such payments shall have accrued, the Complex shall be tested at the first available opportunity thereafter. Except as provided in Section 6.5, this Section 8.1, Section 15.6 and Section 16.2(h), the Seller shall be entitled to no other penalty or claim for damages under this Agreement as a result of delay or deferral of the Commissioning Tests by the Purchaser.
Appears in 1 contract
Samples: Energy Purchase Agreement
TESTING PROGRAMME. (a) The Seller shall provide to the Purchaser, on an on-going basis, all relevant information regarding its programme for testing the Complex and the schedule thereoftherefor. Not less than thirty (30) Days prior to the commencement of such test programme, the Seller shall deliver to the Purchaser in writing the final testing programme for the Complex, including a tentative schedule for conducting all tests required under and in relation to this Article VIII. The Seller shall advise the Purchaser in writing of any changes in its final schedule for the testing programme not less than seven (7) Days prior to the commencement of such tests. Such final schedule shall not materially increase or advance the timing of the Purchaser’s obligations under this Agreement, without the prior written consent of the Purchaser. If the schedule for any tests required by Section 8.2 or 8.3 is adjusted after the Seller has provided the Purchaser with the final testing programme schedule, then the Seller shall advise the Purchaser not less than forty-eight (48) hours prior to the commencement of any such tests. On each Day beginning with the Day on which testing commences, the Seller shall provide the Purchaser with a schedule of the tests to be conducted on the following Day or Days (if such tests will continue for more than one (1) Day). All testing of the Complex shall satisfy the Commissioning Tests and Reliability Run Test provided in this Article VIII and Schedule 7. The Purchaser and its representatives shall have the right to be present at and observe the Commissioning Tests (including the Reliability Run Test) and any retests thereof.
(1) If the Purchaser is unable to accommodate the schedule for any of the Commissioning Tests as provided by the Seller, the Purchaser will give the Seller notice within forty-eighteight (48) hours of its receipt of the final schedule for testing and the Parties will mutually agree on a date for any deferral test or programme of tests; provided, subject to the requirements for notification to the Purchaser hereunder, in no event shall the Purchaser be permitted to delay or defer the Commissioning Tests beyond fifteen (15) Days from the date on which the tests were finally scheduled, except for reasons of a Force Majeure Event experienced by the Purchaser. Notwithstanding the foregoing, the Purchaser shall have no liability to the Seller under this Section 8.1 and no claim of breach or default hereunder shall arise if, and to the extent that, any delay in or deferral of the programme of Commissioning Tests would nevertheless have occurred regardless of the Purchaser’s delay or deferral of such tests.
(2) Should the Purchaser defer or delay any Commissioning Tests beyond fifteen (15) Days from the date on which the tests were finally scheduled and such deferral or delay causes the Scheduled Commercial Operations Date of the Complex to be delayed or deferred, as certified by the Engineer, then from the Scheduled Commercial Operations Date prevailing immediately prior to such delay or deferral, the Purchaser shall pay to the Seller Monthly, in arrears, an amount equal to the Carrying Costs plus fifty percent (50%) of the O&M Component and fifty percent (50%) of the Insurance Component multiplied by the Average Daily Energy for the number of Days of such delay. Such payments shall commence on the Scheduled Commercial Operations Date prevailing immediately prior to such delay and shall continue until the earlier of (i) the end of a period equal to the period of delay in completing the Purchaser Interconnection Facilities, and (ii) the completion of the first attempted Commissioning Tests (whether successfully completed or not); provided, however, that the payment of such amounts by the Purchaser and extension of the Required Commercial Operations Date shall be subject to issuance by the Engineer of Certificate of Readiness for Synchronization and a simultaneous certificate that the delay caused by the Purchaser has caused the then scheduled Commissioning Tests to be delayed.
(3) In addition to the payment of the Carrying Costs plus fifty percent (50 %) of the O&M Component and fifty percent (50%) of the Insurance Component multiplied by the Average Daily Energy for the number of Days of such delay, if the delay or deferral of the Commissioning Tests by the Purchaser continues beyond the ninetieth (90th) Day following the date of issuance by the Engineer of the two (2) certificates referred to in this Section, then the Purchaser shall also be required to pay the principal debt payments when due under the Financing Documents pursuant to the repayment schedule agreed between the Seller and the Senior Lenders at Financial Closing, with a copy of such repayment schedule being furnished to the Purchaser attested by the Senior Lenders or their Agent as to its accuracy and incorporating any revision thereto on account of Interest Margin Savings resulting in reduction of the principal or interest payments thereunder (“Lender Debt Confirmation”)). Such principal debt payment shall be due from the Purchaser on the later of thirty (30) Days following receipt of an invoice therefor (together with the Lender Debt Confirmation) or the due date for such payment under the repayment schedule, which invoice shall be signed by the Lenders or the Agent certifying the amount shown therein to be correct and stating the due date for such payment of principal debt under the repayment schedule. Such payments shall continue until the earlier of (i) the end of a period equal to the period of delay or deferral of any Commissioning test or Commissioning Tests; and (ii) the completion of the first attempted Commissioning Tests (whether successfully completed or not).
(4) In addition, the Required Commercial Operations Date shall be extended on a Day-For- Day basis by the number of Days that any of the Commissioning Tests are delayed due to the Purchaser, as certified by the Engineer in accordance with this Section.
(5) Any payments made by the Purchaser pursuant to this Section 8.1(b) on account of principal debt payments under the Financing Documents shall be recovered by the Purchaser, together with interest at KIBOR plus 3% per annum (on the monthly outstanding balance of such amounts), commencing on the Commercial Operations Date and ending on the date of complete repayment thereof by the Seller, through successive deductions of the Return on Equity Component from the monthly Energy Payments until the aforesaid amounts have been completely recovered.
(6) The Purchaser shall have no obligation to make the payments provided for in this Section 8.1 if, and to the extent that, the delay in the programme of Commissioning Tests would nevertheless have occurred regardless of the Purchaser’s delay or deferral of such tests. If payments by the Purchaser under this Section 8.1 shall have commenced or the obligation for such payments shall have accrued, the Complex shall be tested at the first available opportunity thereafter. Except as provided in Section 6.5, this Section 8.1, Section 15.6 and Section 16.2(h), the Seller shall be entitled to no other penalty or claim for damages under this Agreement as a result of delay or deferral of the Commissioning Tests by the Purchaser.
(c) The Complex tests shall be performed in the following sequence:
(i) Testing of the Seller Interconnection Facilities; and
Appears in 1 contract
Samples: Energy Purchase Agreement
