Common use of Election to Withdraw Clause in Contracts

Election to Withdraw. If (A) the Commercial Operation Date occurs or the Scheduled Commercial Operation Date is scheduled to occur, in each case, on a date that is more than 540 days after the date the Scheduled Commercial Operation Date was scheduled to occur as of the ERGS SC Election Date, or (B) construction is terminated, with no intention to recommence within one year of such termination, and such termination is not the result of Force Majeure applicable to ERGS SC, the Project Manager, the EPC Contractor or the Project, then MGE Power and WPPI shall each have the right, upon written notice to ERGS SC delivered on or before the Commercial Operation Date, to withdraw from the Project and this Agreement. Neither MGE Power nor WPPI shall be entitled to withdraw from the Project if (x) such Party has contributed in a material and substantial manner to the adjustment of the Commercial Operation Date or the Scheduled Commercial Operation Date or the termination of construction or (y) the termination of construction is the result of Force Majeure applicable to ERGS SC, the Project Manager, the EPC Contractor or the Project.