Common use of Conditions Precedent Termination Clause in Contracts

Conditions Precedent Termination. 2.1 This Amendment shall become effective only on the date (the "PPA Amendment Effective Date") when each of the conditions set forth in Schedule 1 have been satisfied or waived and the Parties have executed and delivered to each other a "Certificate of Effectiveness" in the form of Exhibit A to that effect ("CP Satisfaction"). Upon CP Satisfaction, the amendments to the Original PPA set forth herein will be deemed to have been effective as of January 1, 2002; however, the Binding Term Sheet (only while it remains in effect), together with the Original PPA, shall govern the relationship of the Parties and their duties, rights and obligations from and after January 1, 2002 until the PPA Amendment Effective Date. After the PPA Amendment Effective Date, the Binding Term Sheet shall be of no further force and effect. Upon the execution and delivery by both Parties of the Certificate of Effectiveness, the other matters set forth in this Amendment will also be deemed to have been effective as of January 1, 2002, unless otherwise specified. 2.2 If CP Satisfaction has not occurred within 180 Days of the date hereof (as indicated in the Preamble), then this Amendment can be terminated by either Party by giving thirty (30) days' written notice of such termination to the other Party; provided that the Parties may by mutual agreement extend the termination date for such period or periods as they may mutually determine. Upon termination of this Amendment, the Parties shall have no rights, liabilities or obligations hereunder, the Parties will revert back to the terms and conditions of the Original PPA, which shall remain unchanged and in full force and effect, and the Parties shall retain all rights and remedies under the Original PPA.

Conditions Precedent Termination. 2.1 This Amendment The obligation of the parties to enter into the Amended and Restated PPA and termination of the Mortgage contemplated by Section 3 hereof shall become effective only on be and are subject to and conditioned on: (A) the date acceptance for filing by the Federal Energy Regulatory Commission (the "PPA Amendment Effective DateFERC") when each of the Amended and Restated PPA without conditions or changes to the MWh and MW purchases or to the rates set forth in Schedule 1 have been satisfied therein; and (B) the delivery by GBPC to Unitil Power of the Letter of Credit contemplated by Section 11.2 of the Amended and Restated PPA. In the event that prior to December 31, 2002 FERC: i. does not accept the Amended and Restated PPA without modification of any MWh or waived and MW purchase or any rate set forth therein; ii. sets a refund effective date under Section 206(b) of the Parties have executed and delivered to each other Federal Power Act; or iii. takes any action that imposes a "Certificate of Effectiveness" in the form of Exhibit A to that effect ("CP Satisfaction"). Upon CP Satisfaction, the amendments refund obligation upon GBPC with respect to the Original PPA set forth herein will be deemed to have been effective as of January 1, 2002Amended and Restated PPA; however, the Binding Term Sheet (only while it remains in effect), together with the Original PPA, shall govern the relationship of the Parties and their duties, rights and obligations from and after January 1, 2002 until the PPA Amendment Effective Date. After the PPA Amendment Effective Date, the Binding Term Sheet shall be of no further force and effect. Upon the execution and delivery by both Parties of the Certificate of Effectiveness, the other matters set forth in then GBPC or Unitil Power may at any time thereafter terminate this Amendment will also be deemed to have been effective as of January 1, 2002, unless otherwise specified. 2.2 If CP Satisfaction has not occurred within 180 Days of the date hereof (as indicated in the Preamble), then this Amendment can be terminated by either Party by giving thirty (30) days' written notice of such termination Agreement without any liability to the other Party; provided that the Parties may by mutual agreement extend the termination date party for such period or periods as they may mutually determine. Upon termination of this Amendmenttermination, the Parties shall have no rights, liabilities or obligations hereunder, the Parties will revert back to the terms and conditions obligation of the Original PPA, which parties to enter into the Amended and Restated PPA shall remain unchanged and in full force and effectaccordingly terminate, and the Parties PPA shall retain all rights remain in effect in accordance with its terms. Each of GBPC and remedies Unitil Power agree that, except with the prior written consent of the other party, it will not, and will use its best efforts to ensure that its affiliates will not, institute or voluntarily cooperate in the institution or conduct of any action or proceeding of FERC under Part II, Section 206, or any other provision, of the Original Federal Power Act, which action or proceeding is intended for the purpose of, or could reasonably be expected to have the effect of changing the terms of the Amended and Restated PPA.