Common use of Project Modification Certification Clause in Contracts

Project Modification Certification. During the Delivery Term, in the event that Seller, or its Affiliates or Contractors performs a Project Modification pursuant to Section Three.3, Seller shall certify, within sixty (60) days of completion of such Project Modification, that the Project is commercially operable by providing Buyer a signed Project Modification Certification, as found at Appendix VI‑B for Buyer’s review. In the event Buyer provides Notice to Seller that the Project Modification Certification for the Project Modification is not acceptable to Buyer, then Buyer will identify the inconsistencies in such Notice and such Notice shall constitute the occurrence of a Remediation Event for purposes of Section Eleven.4. Eleven.3Reporting Serious Incidents . Seller shall provide Notice of a Serious Incident to Buyer within five (5) Business Days of occurrence. The Notice of Serious Incident must include the time, date, and location of the incident, the Contractor involved in the incident (as applicable), the circumstances surrounding the incident, the immediate response and recovery actions taken, and a description of any impacts of the Serious Incident. Seller shall cooperate and provide reasonable assistance, and cause each of its Contractors to cooperate and provide reasonable assistance, to Buyer with any investigations and inquiries by Governmental Authorities that arise as a result of the Serious Incident. Eleven.4Remediation. (a) Seller shall resolve any Remediation Event within the Remediation Period. Within ten (10) days of the date after the first occurrence of any Remediation Event, Seller shall provide a Safety Remediation Plan to Buyer for Buyer’s review. (i) Following the occurrence of any Remediation Event, Seller shall also provide an Attestation to Buyer for Buyer’s review and acceptance. Seller shall cooperate, and cause each of its Contractors to cooperate, with Buyer in order for Seller to provide an Attestation, in a form and level of detail that is reasonably acceptable to Buyer which incorporates information, analysis, investigations or documentation, as applicable or as reasonably requested by Buyer. (b) Seller’s failure to resolve a Remediation Event by obtaining ▇▇▇▇▇’s written acceptance of the Attestation within the Remediation Period is a material breach of this Agreement; provided, however, that Seller may request to extend the Remediation Period by up to ninety (90) days. Buyer shall not unreasonably withhold approval of such extension. Seller may request an additional extension of the Remediation Period of up to ninety (90) days, which Buyer may approve in its sole discretion. The Remediation Period will not, under any circumstance, continue for more than the lesser of (i) two-hundred and seventy (270) days after the first occurrence of the Remediation Event or (ii) the remaining period of the Delivery Term. The number of days of the Buyer Remediation Review Period shall not be included in calculating the number of days of the Remediation Period. The Initial Delivery Date shall not occur during a Remediation Period.]2 Article Twelve GOVERNMENTAL CHARGES Twelve.1Cooperation . Each Party shall use reasonable efforts to implement the provisions of and to administer this Agreement in accordance with the intent of the Parties to minimize all taxes, so long as neither Party is materially adversely affected by such efforts. Twelve.2Governmental Charges . Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Product, by reason of the execution, delivery, performance or enforcement of this Agreement or by reason of transactions contemplated by this Agreement[, or with respect to the Seller Supply Agreement and the transactions contemplated thereunder,] but not with respect to Buyer’s use of the Product after delivery by Seller, including any resales or transfers of the Product. If Buyer is required by Law to remit or pay Governmental Charges which are Seller’s responsibility hereunder, ▇▇▇▇▇ may invoice for, or deduct, the amount of any such Governmental Charges from the sums due to Seller under Article Six of this Agreement. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Law. Article Thirteen LIMITATIONS Thirteen.1Limitation of Remedies, Liability and Damages

Project Modification Certification. During the Delivery Term, in the event that Seller, or its Affiliates or Contractors performs a Project Modification pursuant to Section Three.3, Seller shall certify, within sixty (60) days of completion of such Project Modification, that the Project is commercially operable Commercially Operable by providing Buyer a signed Project Modification Certification, as found at Appendix VI‑B for Buyer’s review. In the event Buyer provides Notice to Seller that the Project Modification Certification for the Project Modification is not acceptable to Buyer, then Buyer will identify the inconsistencies in such Notice and such Notice shall constitute the occurrence of a Remediation Event for purposes of Section Eleven.4. Eleven.3Reporting Serious Incidents . Seller shall provide Notice of a Serious Incident to Buyer within five (5) Business Days of occurrence. The Notice of Serious Incident must include the time, date, and location of the incident, the Contractor involved in the incident (as applicable), the circumstances surrounding the incident, the immediate response and recovery actions taken, and a description of any impacts of the Serious Incident. Seller shall cooperate and provide reasonable assistance, and cause each of its Contractors to cooperate and provide reasonable assistance, to Buyer with any investigations and inquiries by Governmental Authorities that arise as a result of the Serious Incident. Eleven.4Remediation. (a) Seller shall resolve any Remediation Event within the Remediation Period. Within ten (10) days of after the date after of the first occurrence of any Remediation Event, Seller shall provide a Safety Remediation Plan to Buyer for Buyer’s review. (i) Following the occurrence of any Remediation Event, Seller shall also provide an Attestation to Buyer for Buyer’s review and acceptance. Seller shall cooperate, and cause each of its Contractors to cooperate, with Buyer in order for Seller to provide an Attestation, in a form and level of detail that is reasonably acceptable to Buyer which incorporates information, analysis, investigations or documentation, as applicable or as reasonably requested by Buyer. (b) Seller’s failure to resolve a Remediation Event by obtaining ▇▇▇▇▇Buyer’s written acceptance of the Attestation within the Remediation Period is a material breach of this Agreement; provided, however, that Seller may request to extend the Remediation Period by up to ninety (90) days. Buyer shall not unreasonably withhold approval of such extension. Seller may request an additional extension of the Remediation Period of up to ninety (90) days, which Buyer may approve in its sole discretion. The Remediation Period will not, under any circumstance, continue for more than the lesser of (i) two-hundred and seventy (270) days after the first occurrence of the Remediation Event or (ii) the remaining period of the Delivery Term. The number of days of the Buyer Remediation Review Period shall not be included in calculating the number of days of the Remediation Period. The Initial Delivery Date shall not occur during a Remediation Period.]2 Period. Article Twelve GOVERNMENTAL CHARGES Twelve.1Cooperation . Each Party shall use reasonable efforts to implement the provisions of and to administer this Agreement in accordance with the intent of the Parties to minimize all taxes, so long as neither Party is materially adversely affected by such efforts. Twelve.2Governmental Charges . Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Product, by reason of the execution, delivery, performance or enforcement of this Agreement or by reason of transactions contemplated by this Agreement[, or with respect to the Seller Supply Agreement and the transactions contemplated thereunder,] but not with respect to Buyer’s use of the Product after delivery by Seller, including any resales or transfers of the Product. If Buyer is required by Law to remit or pay Governmental Charges which are Seller’s responsibility hereunder, ▇▇▇▇▇ Buyer may invoice for, or deduct, deduct the amount of any such Governmental Charges from the sums due to Seller under Article Six of this Agreement. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Law. Article Thirteen LIMITATIONS Thirteen.1Limitation of Remedies, Liability and Damages