Common use of Certification Process Clause in Contracts

Certification Process. Owner anticipates offering to GS the Right to lease the Facilities that Owner intends to place at the sites listed on Exhibit C (which such list is provided for illustrative purposes only) together with any such other Facilities as may be required to be leased to GS in connection with the leasing to GS of the Target Tons. The parties shall comply with the following procedures and principles when considering the siting, testing, certification and placing into service of any Facility: (a) Owner shall provide to GS, within thirty (30) days of the Effective Date, or if not then available as soon as practicable thereafter, to the extent such items are in Owner’s possession or control or otherwise available to Owner: (i) in addition to the list set forth on Exhibit C, a list of any potential sites for each Facility; (ii) copies of any construction, balance of plant, site use, demonstration, service or other material contracts affecting each Facility; (iii) copies of any permits and licenses affecting each Facility or (to the extent available to Owner) the proposed site of any such Facility, including all occupancy or operating permits, permits to conduct business and permits and permit applications under Environmental Laws; (iv) copies of any environmental site assessments and reports including groundwater, surface water, and soil sampling information in connection with any potential Facility site as well as any site investigation or remediation orders or information requests issued pursuant to any Environmental Law or with respect to the possible presence of toxic or hazardous substances on any such site; (v) such other documents and information as are related to the foregoing as GS may reasonably request from time to time; (b) GS shall be entitled to undertake due diligence with respect to any Facility, the potential site on which any such Facility may be placed and any Utility as GS, in its sole discretion, deems appropriate, and Owner agrees to comply with any reasonable request of GS associated therewith, and to assist GS in undertaking such diligence; (c) subject to the accompaniment by a Representative of Owner, Owner shall permit, and shall use reasonable commercial efforts to cause each applicable Utility to permit, GS and GS’s employees, agents, contractors and consultants at any time during the Term, on the giving of reasonable prior notice, to enter upon any site or any potential site on which a Facility may be placed to make any inspections or conduct such tests on any Facility as GS may reasonably desire, so long as such inspections and tests do not damage the Facility, impair its operations, or otherwise interfere with the operations of the plant; (d) Owner shall provide (i) written notice of any change in the date testing is expected to commence with respect to any Facility listed on Exhibit C (listed in the “Expected Demonstration Commencement Date” column) as soon as practicable, but in no event more than five (5) days, following Owner’s determination to make such change and (ii) fifteen (15) days written notice of its intent to commence testing on any other Facility placed at any site; (e) upon commencement of testing on any Facility listed on Exhibit C or any other Facility which GS may have the Right to lease pursuant to this Agreement, GS’s employees, agents, contractors and consultants shall be entitled to observe such tests and to undertake any additional diligence with respect to such testing as GS in its sole discretion elects; (f) any testing performed by or on behalf of Owner on any Facility shall be consistent with best industry practice and, to the extent relevant, in accordance with Section 45 of the Code and the IRS Guidance; and (g) Owner shall provide to GS a written certification, in substantially the form of Exhibit D (the “Certification”), with respect to each Facility that GS has the Right to lease, within ten (10) days of the completion of all testing, once Owner believes that the Facility has passed all necessary tests and has been placed in service within the meaning of Section 45(d)(8) of the Code.