Common use of Decommissioning Process Clause in Contracts

Decommissioning Process. If Vendor declines to reduce the Monthly DAP Charge or the Monthly EDAP Charge to the New Dial-Up Market Price pursuant to clause (2) of Subsection (ii) of this Subsection (a), then Customer may, in its sole discretion, do either or both of the following: (A) terminate the Dial-Up Purchase Commitment, and (B) decommission Dedicated Dial-Up Access Ports, subject to the following restrictions: (1) Customer will provide [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] days prior written notice of the calling areas in which Dedicated Dial-Up Access Ports are to be decommissioned, as well as the CONFIDENTIAL TREATMENT REQUESTED associated quantities of Dedicated Dial-Up Access Ports to be decommissioned in each such area; (2) Customer may only decommission a number of Dedicated Dial-Up Access Ports no greater than the number of Dedicated Dial-Up Access Ports that are provided to [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] by other [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] at or below such[*Material Omitted and Separately Filed Under an Application for Confidential Treatment]. (3) The effective date of decommission applicable to a Existing Dial-Up Access Port shall not be earlier than [*Material Omitted and Separately Filed Under an Application for Confidential Treatment]. (4) The decommissioning of Dedicated Dial-Up Access Ports pursuant to this Subsection (iv) shall result in the same approximate weighted distribution of Dedicated Dial-Up Access Ports across Existing Calling Areas. (5) The right to decommission arising from any particular New Dial-Up Market Price Notice shall cease, on a prospective basis if and when Vendor delivers a New Dial-Up Market Price Response, in response to a later New Dial-Up Market Price Notice, accepting a proposed New Dial-Up Market Price pursuant to clause (1) of Subsection (ii) of this Subsection (a) .

Decommissioning Process. If Vendor declines to reduce the Monthly DAP Charge or the Monthly EDAP Charge The following provisions shall apply to the New Dial-Up Market Price Decommissioning of the Northern Pass Transmission Line unless a Subsequent Use has occurred: (a) Owner shall complete the Decommissioning of the Northern Pass Transmission Line in accordance with the Decommissioning Plan, unless otherwise required by Applicable Law. (b) In connection with the Decommissioning of the Northern Pass Transmission Line, Owner shall (i) use commercially reasonable efforts to sell the Project Assets (other than the Project Assets acquired by Purchaser pursuant to clause Section 3.5(a)(iii)) at their fair market value to one or more third parties (2which may include Affiliates of Owner) of Subsection and (ii) credit the proceeds of this Subsection such sale, net of reasonable fees (a), then Customer may, including attorneys’ fees) and other expenses (including storage costs) incurred by Owner in its sole discretion, do either or both of connection with such sale (the following: (A"Salvage Proceeds") terminate against the Dial-Up Purchase CommitmentDecommissioning Costs, and (B) decommission Dedicated Dial-Up Access Ports, subject to the following restrictions: (1extent the Salvage Proceeds exceed the Decommissioning Costs, against other amounts owed to Owner by Purchaser under this Agreement. For the avoidance of doubt, no Project Asset acquired by Purchaser pursuant to Section 3.5(a)(iii) Customer will provide [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] days prior written notice of the calling areas in which Dedicated Dial-Up Access Ports are to be decommissioned, as well as the CONFIDENTIAL TREATMENT REQUESTED associated quantities of Dedicated Dial-Up Access Ports to be decommissioned in each such area; (2) Customer may only decommission a number of Dedicated Dial-Up Access Ports no greater than the number of Dedicated Dial-Up Access Ports that are provided to [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] by other [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] at or below such[*Material Omitted and Separately Filed Under an Application for Confidential Treatment]shall generate any Salvage Proceeds. (3c) Owner shall draw upon the Decommissioning Fund on a monthly basis for its actual Net Decommissioning Costs. The effective date Decommissioning Fund shall be administered in all other respects consistent with the terms and conditions established by the Management Committee for the Decommissioning Fund. (d) In the event Owner’s draws upon the Decommissioning Fund for its actual Net Decommissioning Costs shall have exhausted the Decommissioning Fund prior to the completion of decommission applicable Decommissioning, Owner shall thereafter invoice Purchaser on a monthly basis (unless another interval shall have been agreed by the Parties or approved by the Management Committee) for Owner’s actual Net Decommissioning Costs thereafter incurred until the Decommissioning has been completed. Owner shall submit such invoices to Purchaser (in reasonable detail to evidence the basis for individual ▇▇▇▇▇▇▇▇ and charges), and Purchaser shall pay the amounts set forth in such invoices, in each case, in a Existing Dial-Up Access Port manner consistent with Section 14.1 (unless another manner shall have been agreed by the Parties or approved by the Management Committee). Purchaser’s payment of any amounts set forth in such invoices (i) shall not be earlier than [*Material Omitted deemed to be an acceptance or approval by Purchaser of the correctness or prudency of the costs reflected therein (provided that nothing herein shall alter the otherwise applicable burden of proof set forth in Section 8.1.4 for prudency challenges or time limit set forth in Section 14.3(b), as modified by Section 9.3.6, within which Purchaser has the right to challenge an invoice) and Separately Filed Under an Application for Confidential Treatment](ii) shall be without prejudice to any right or remedy that Purchaser may have under this Agreement, including under Section 9.3.6, to contest any such amount. Purchaser may deduct and setoff payment of such amounts against any accrued but unpaid payment obligations of Owner to Purchaser hereunder. (4e) The decommissioning If and to the extent Owner’s draws upon the Decommissioning Fund shall not have exhausted the Decommissioning Fund upon the completion of Dedicated Dial-Up Access Ports pursuant Decommissioning, then, within thirty (30) days following the completion of the Decommissioning, Owner shall refund to this Subsection (iv) shall result Purchaser, in a single lump sum and in immediately available funds or by wire transfer, in each case, in accordance with wiring instructions provided to Owner by Purchaser in writing, the remaining balance in the same approximate weighted distribution Decommissioning Fund as of Dedicated Dial-Up Access Ports across Existing Calling Areasthe date such payment is due. Owner may deduct and setoff payment of such refund against any accrued but unpaid payment obligations of Purchaser to Owner hereunder. (5) The right to decommission arising from any particular New Dial-Up Market Price Notice shall cease, on a prospective basis if and when Vendor delivers a New Dial-Up Market Price Response, in response to a later New Dial-Up Market Price Notice, accepting a proposed New Dial-Up Market Price pursuant to clause (1) of Subsection (ii) of this Subsection (a) .

Decommissioning Process. If Vendor declines to reduce the Monthly DAP Charge or the Monthly EDAP Per Subscriber Line Charge to the New Dial-Up Broadband Backhaul Market Price pursuant to clause (2) of Subsection (ii) of this Subsection (a), then Customer may, in its sole discretion, do either or both of the following: (A) terminate the Dial-Up Broadband Backhaul Purchase Commitment, and (B) decommission Dedicated Dial-Up Access Portsdisconnect Vendor Broadband Subscriber Lines from the Vendor Network, subject to the following restrictions: (1) Customer will provide [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] days prior written notice of the calling areas LATA or other geographic area in which Dedicated Dial-Up Access Ports Vendor Broadband Subscriber Lines are to be decommissioneddisconnected from the Vendor Network, as well as the CONFIDENTIAL TREATMENT REQUESTED associated quantities of Dedicated Dial-Up Access Ports Vendor Broadband Subscriber Lines to be decommissioned disconnected in each such LATA or other geographic area;. (2) Customer may only decommission a number not order the disconnection of Dedicated Dial-Up Access Ports no Vendor Broadband Backhaul Subscriber Lines from the Vendor Network in amounts greater than the number of Dedicated Dial-Up Access Ports the Aggregate Subscriber Lines utilizing Comparable Broadband Backhaul Services that are provided to [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] Customer by other [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] entities at or below such[*Material Omitted and Separately Filed Under an Application for Confidential Treatment]such New Broadband Backhaul Market Price. (3) The effective date disconnection of decommission applicable to a Existing Dial-Up Access Port shall not be earlier than [*Material Omitted and Separately Filed Under an Application for Confidential Treatment]. (4) The decommissioning of Dedicated Dial-Up Access Ports Vendor Broadband Subscriber Lines from the Vendor Network pursuant to this Subsection (iv7.2(a)(iv) shall result in the same approximate weighted distribution of Dedicated Dial-Up Access Ports Vendor Broadband Subscriber Lines across all Existing Calling Areas. (5) The right to decommission arising from any particular New Dial-Up Market Price Notice shall cease, on a prospective basis if and when Vendor delivers a New Dial-Up Market Price Response, in response to a later New Dial-Up Market Price Notice, accepting a proposed New Dial-Up Market Price pursuant to clause (1) of Subsection (ii) LATAs. For the purposes of this Subsection (a) 3), "distribution" means the distribution of the corresponding Subscriber Lines across rural versus urban areas, across the contiguous states of the United States, and between Covered Subscriber Lines and non-Covered Subscriber Lines.

Decommissioning Process. If Vendor declines to reduce the Monthly DAP Charge or the Monthly EDAP Charge The following provisions shall apply to the New Dial-Up Market Price Decommissioning of the Northern Pass Transmission Line unless a Subsequent Use has occurred: (a) Owner shall complete the Decommissioning of the Northern Pass Transmission Line in accordance with the Decommissioning Plan, unless otherwise required by Applicable Law. (b) In connection with the Decommissioning of the Northern Pass Transmission Line, Owner shall (i) use commercially reasonable efforts to sell the Project Assets (other than the Project Assets acquired by Purchaser pursuant to clause Section 3.5(a)(iii)) at their fair market value to one or more third parties (2which may include Affiliates of Owner) of Subsection and (ii) credit the proceeds of this Subsection such sale, net of reasonable fees (a), then Customer may, including attorneys’ fees) and other expenses (including storage costs) incurred by Owner in its sole discretion, do either or both of connection with such sale (the following: (A“Salvage Proceeds”) terminate against the Dial-Up Purchase CommitmentDecommissioning Costs, and (B) decommission Dedicated Dial-Up Access Ports, subject to the following restrictions: (1extent the Salvage Proceeds exceed the Decommissioning Costs, against other amounts owed to Owner by Purchaser under this Agreement. For the avoidance of doubt, no Project Asset acquired by Purchaser pursuant to Section 3.5(a)(iii) Customer will provide [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] days prior written notice of the calling areas in which Dedicated Dial-Up Access Ports are to be decommissioned, as well as the CONFIDENTIAL TREATMENT REQUESTED associated quantities of Dedicated Dial-Up Access Ports to be decommissioned in each such area; (2) Customer may only decommission a number of Dedicated Dial-Up Access Ports no greater than the number of Dedicated Dial-Up Access Ports that are provided to [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] by other [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] at or below such[*Material Omitted and Separately Filed Under an Application for Confidential Treatment]shall generate any Salvage Proceeds. (3c) Owner shall draw upon the Decommissioning Fund on a monthly basis for its actual Net Decommissioning Costs. The effective date Decommissioning Fund shall be administered in all other respects consistent with the terms and conditions established by the Management Committee for the Decommissioning Fund. (d) In the event Owner’s draws upon the Decommissioning Fund for its actual Net Decommissioning Costs shall have exhausted the Decommissioning Fund prior to the completion of decommission applicable Decommissioning, Owner shall thereafter invoice Purchaser on a monthly basis (unless another interval shall have been agreed by the Parties or approved by the Management Committee) for Owner’s actual Net Decommissioning Costs thereafter incurred until the Decommissioning has been completed. Owner shall submit such invoices to Purchaser (in reasonable detail to evidence the basis for individual ▇▇▇▇▇▇▇▇ and charges), and Purchaser shall pay the amounts set forth in such invoices, in each case, in a Existing Dial-Up Access Port manner consistent with Section 14.1 (unless another manner shall have been agreed by the Parties or approved by the Management Committee). Purchaser’s payment of any amounts set forth in such invoices (i) shall not be earlier than [*Material Omitted deemed to be an acceptance or approval by Purchaser of the correctness or prudency of the costs reflected therein (provided that nothing herein shall alter the otherwise applicable burden of proof set forth in Section 8.1.4 for prudency challenges or time limit set forth in Section 14.3(b), as modified by Section 9.3.6, within which Purchaser has the right to challenge an invoice) and Separately Filed Under an Application for Confidential Treatment](ii) shall be without prejudice to any right or remedy that Purchaser may have under this Agreement, including under Section 9.3.6, to contest any such amount. Purchaser may deduct and setoff payment of such amounts against any accrued but unpaid payment obligations of Owner to Purchaser hereunder. (4e) The decommissioning If and to the extent Owner’s draws upon the Decommissioning Fund shall not have exhausted the Decommissioning Fund upon the completion of Dedicated Dial-Up Access Ports pursuant Decommissioning, then, within thirty (30) days following the completion of the Decommissioning, Owner shall refund to this Subsection (iv) shall result Purchaser, in a single lump sum and in immediately available funds or by wire transfer, in each case, in accordance with wiring instructions provided to Owner by Purchaser in writing, the remaining balance in the same approximate weighted distribution Decommissioning Fund as of Dedicated Dial-Up Access Ports across Existing Calling Areasthe date such payment is due. Owner may deduct and setoff payment of such refund against any accrued but unpaid payment obligations of Purchaser to Owner hereunder. (5) The right to decommission arising from any particular New Dial-Up Market Price Notice shall cease, on a prospective basis if and when Vendor delivers a New Dial-Up Market Price Response, in response to a later New Dial-Up Market Price Notice, accepting a proposed New Dial-Up Market Price pursuant to clause (1) of Subsection (ii) of this Subsection (a) .

Decommissioning Process. If Vendor declines to reduce the Monthly DAP Charge or the Monthly EDAP Per Subscriber Line Charge to the New Dial-Up Broadband Backhaul Market Price pursuant to clause (2) of Subsection (ii) of this Subsection (a), then Customer may, in its sole discretion, do either or both of the following: (A) terminate the Dial-Up Broadband Backhaul Purchase Commitment, and (B) decommission Dedicated Dial-Up Access Portsdisconnect Vendor Broadband Subscriber Lines from the Vendor Network, subject to the following restrictions: (1) Customer will provide [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] days prior written notice of the calling areas LATA or other geographic area in which Dedicated Dial-Up Access Ports Vendor Broadband Subscriber Lines are to be decommissioneddisconnected from the Vendor Network, as well as the CONFIDENTIAL TREATMENT REQUESTED associated quantities of Dedicated Dial-Up Access Ports Vendor Broadband Subscriber Lines to be decommissioned disconnected in each such LATA or other geographic area;. (2) Customer may only decommission a number not order the disconnection of Dedicated Dial-Up Access Ports no Vendor Broadband Backhaul Subscriber Lines from the Vendor Network in amounts greater than the number of Dedicated Dial-Up Access Ports the Aggregate Subscriber Lines utilizing Comparable Broadband Backhaul Services that are provided to [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] Customer by other [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] entities at or below such[*Material Omitted and Separately Filed Under an Application for Confidential Treatment]such New Broadband Backhaul Market Price. (3) The effective date disconnection of decommission applicable to a Existing Dial-Up Access Port shall not be earlier than [*Material Omitted and Separately Filed Under an Application for Confidential Treatment]. (4) The decommissioning of Dedicated Dial-Up Access Ports Vendor Broadband Subscriber Lines from the Vendor Network pursuant to this Subsection (iv7.2(a)(iv) shall result in the same approximate weighted distribution of Dedicated Dial-Up Access Ports Vendor Broadband Subscriber Lines across all Existing Calling Areas. (5) The right to decommission arising from any particular New Dial-Up Market Price Notice shall cease, on a prospective basis if and when Vendor delivers a New Dial-Up Market Price Response, in response to a later New Dial-Up Market Price Notice, accepting a proposed New Dial-Up Market Price pursuant to clause (1) of Subsection (ii) LATAs. For the purposes of this Subsection (a) 3), "distribution" means the distribution of the corresponding Subscriber Lines across rural versus urban areas, across the contiguous states of the United States, and between Covered Subscriber Lines and non-Covered Subscriber Lines.

Decommissioning Process. If Vendor declines to reduce the Monthly DAP Charge or the Monthly EDAP Charge to the New Dial-Up Market Price pursuant to clause (2) of Subsection (ii) of this Subsection (a), then Customer may, in its sole discretion, do either or both of the following: (A) terminate the Dial-Up Purchase Commitment, and (B) decommission Dedicated Dial-Up Access Ports, subject to the following restrictions: (1) Customer will provide [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] days prior written notice of the calling areas in which Dedicated Dial-Up Access Ports are to be decommissioned, as well as the CONFIDENTIAL TREATMENT REQUESTED associated quantities of Dedicated Dial-Up Access Ports to be decommissioned in each such area; (2) Customer may only decommission a number of Dedicated Dial-Up Access Ports no greater than the number of Dedicated Dial-Up Access Ports that are provided to [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] by other [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] at or below such[*Material Omitted and Separately Filed Under an Application for Confidential Treatment]. (3) The effective date of decommission applicable to a Existing Dial-Up Access Port shall not be earlier than [*Material Omitted and Separately Filed Under an Application for Confidential Treatment]. (4) The decommissioning of Dedicated Dial-Up Access Ports pursuant to this Subsection (iv) shall result in the same approximate weighted distribution of Dedicated Dial-Up Access Ports across Existing Calling Areas. (5) The right to decommission arising from any particular New Dial-Up Market Price Notice shall cease, on a prospective basis if and when Vendor delivers a New Dial-Up Market Price Response, in response to a later New Dial-Up Market Price Notice, accepting a proposed New Dial-Up Market Price pursuant to clause (1) of Subsection (ii) of this Subsection (a) ).

Decommissioning Process. If Vendor declines to reduce the Monthly DAP Charge or the Monthly EDAP Per Subscriber Line Charge to the New Dial-Up Broadband Backhaul Market Price pursuant to clause (2) of Subsection (ii) of this Subsection (a), then Customer may, in its sole discretion, do either or both of the following: (A) terminate the Dial-Up Broadband Backhaul Purchase Commitment, and (B) decommission Dedicated Dial-Up Access Portsdisconnect Vendor Broadband Subscriber Lines from the Vendor Network, subject to the following restrictions: (1) Customer will provide [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] days CONFIDENTIAL TREATMENT REQUESTED prior written notice of the calling areas LATA or other geographic area in which Dedicated Dial-Up Access Ports Vendor Broadband Subscriber Lines are to be decommissioneddisconnected from the Vendor Network, as well as the CONFIDENTIAL TREATMENT REQUESTED associated quantities of Dedicated Dial-Up Access Ports Vendor Broadband Subscriber Lines to be decommissioned disconnected in each such LATA or other geographic area;. (2) Customer may only decommission a number not order the disconnection of Dedicated Dial-Up Access Ports no Vendor Broadband Backhaul Subscriber Lines from the Vendor Network in amounts greater than the number of Dedicated Dial-Up Access Ports the Aggregate Subscriber Lines utilizing Comparable Broadband Backhaul Services that are provided to [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] Customer by other [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] entities at or below such[*Material Omitted and Separately Filed Under an Application for Confidential Treatment]such New Broadband Backhaul Market Price. (3) The effective date disconnection of decommission applicable to a Existing Dial-Up Access Port shall not be earlier than [*Material Omitted and Separately Filed Under an Application for Confidential Treatment]. (4) The decommissioning of Dedicated Dial-Up Access Ports Vendor Broadband Subscriber Lines from the Vendor Network pursuant to this Subsection (iv7.2(a)(iv) shall result in the same approximate weighted distribution of Dedicated Dial-Up Access Ports Vendor Broadband Subscriber Lines across all Existing Calling Areas. (5) The right to decommission arising from any particular New Dial-Up Market Price Notice shall cease, on a prospective basis if and when Vendor delivers a New Dial-Up Market Price Response, in response to a later New Dial-Up Market Price Notice, accepting a proposed New Dial-Up Market Price pursuant to clause (1) of Subsection (ii) LATAs. For the purposes of this Subsection (a) 3), "distribution" means the distribution of the corresponding Subscriber Lines across rural versus urban areas, across the contiguous states of the United States, and between Covered Subscriber Lines and non-Covered Subscriber Lines.

Decommissioning Process. If Vendor declines to reduce the Monthly DAP Charge or the Monthly EDAP Charge to the New Dial-Up Market Price pursuant to clause (2) of Subsection (ii) of this Subsection (a), then Customer may, in its sole discretion, do either or both of the following: (A) terminate the Dial-Up Purchase Commitment, and (B) decommission Dedicated Dial-Up Access Ports, subject to the following restrictions: (1) Customer will provide [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] days prior written notice of the calling areas in which Dedicated Dial-Up Access Ports are to be decommissioned, as well as the CONFIDENTIAL TREATMENT REQUESTED associated quantities of Dedicated Dial-Up Access Ports to be decommissioned in each such area; (2) Customer may only decommission a number of Dedicated Dial-Up Access Ports no greater than the number of Dedicated Dial-Up Access Ports that are provided to [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] by other [*Material Omitted and Separately Filed Under an Application for Confidential Treatment] at or below such[*Material Omitted and Separately Filed Under an Application for Confidential Treatment]. (3) The effective date of decommission applicable to a Existing Dial-Up Access Port shall not be earlier than [*Material Omitted and Separately Filed Under an Application for Confidential Treatment]. (4) The decommissioning of Dedicated Dial-Up Access Ports pursuant to this Subsection (iv) shall result in the same approximate weighted distribution of Dedicated Dial-Up Access Ports across Existing Calling Areas. (5) The right to decommission arising from any particular New Dial-Up Market Price Notice shall cease, on a prospective basis if and when Vendor delivers a New Dial-Up Market Price Response, in response to a later New Dial-Up Market Price Notice, accepting a proposed New Dial-Up Market Price pursuant to clause (1) of Subsection (ii) of this Subsection (a) .). CONFIDENTIAL TREATMENT REQUESTED