Common use of T ermination Clause in Contracts

T ermination. (a) This Agreement may be terminated by NYSERDA at any time during the term of this Agreement with or without cause, upon ten (10) days prior written notice to the Contractor. In such event, payment shall be paid to the Contractor for Work performed and expenses incurred prior to the effective date of termination in accordance with the provisions of the Article hereof entitled Payment and in reimbursement of any amounts required to be paid by the Contractor pursuant to Subcontracts; provided, however, that upon receipt of any such notice of termination, the Contractor shall cease the performance of Work, shall make no further commitments with respect thereto and shall reduce insofar as possible the amount of outstanding commitments (including, to the extent requested by NYSERDA, through termination of subcontracts containing provisions therefor). Articles VIII, IX, and X shall survive any termination of this Agreement, and Article XVII shall survive until the payment obligations pursuant to Article VIII have been met. (b) NYSERDA specifically reserves the right to terminate this agreement upon its determination of excessive project schedule lapses or delays. NYSERDA also reserves the right to deny schedule extensions for project completion beyond those to which the parties agreed upon the initial execution of the agreement. (c) NYSERDA specifically reserves the right to terminate this agreement in the event that the certification filed by the Contractor in accordance with State Finance Law Sections 139-j and 139-k is found to have been intentionally false or intentionally incomplete, or that the certification filed by the Contractor in accordance with New York State Tax Law Section 5-a is found to have been intentionally false when made. Terminations under this subsection (b) will be effective upon Notice. (d) Nothing in this Article shall preclude the Contractor from continuing to carry out the Work called for by the Agreement after receipt of a Stop Work Order or termination notice at its own election, provided that, if the Contractor so elects: (i) any such continuing Work after receipt of the Stop Work Order or termination notice shall be deemed not to be Work pursuant to the Agreement, and (ii) NYSERDA shall have no liability to the Contractor for any costs of the Work continuing after receipt of the Stop Work Order or termination notice.

T ermination. (a) This Agreement may be terminated by NYSERDA at At any time during the term of this Agreement with or without causeAgreement, upon ten (10) days either party may give the other party thirty days’ prior written notice of termination if the terminating party believes in good faith that material damage or harm is occurring to the Contractor. In reputation or goodwill of the terminating party by reason of the other’s continued performance hereunder, and such event, payment notice shall be paid to effective on the Contractor for Work performed and expenses incurred prior to the effective date of such termination in accordance with unless the provisions of other party shall correct the Article hereof entitled Payment and in reimbursement of any amounts required to be paid by condition causing such damage or harm within the Contractor pursuant to Subcontracts; provided, however, that upon receipt of any such notice of termination, the Contractor shall cease the performance of Work, shall make no further commitments with respect thereto and shall reduce insofar as possible the amount of outstanding commitments (including, to the extent requested by NYSERDA, through termination of subcontracts containing provisions therefor). Articles VIII, IX, and X shall survive any termination of this Agreement, and Article XVII shall survive until the payment obligations pursuant to Article VIII have been metperiod. (b) NYSERDA specifically reserves In the right to case of breach of any of the material terms and conditions of this Agreement by either party, the non-breaching party may terminate this agreement upon Agreement by giving thirty days’ prior written notice of its determination intent to terminate, and such notice shall be effective on the date of excessive project schedule lapses or delays. NYSERDA also reserves such termination (at the right to deny schedule extensions for project completion beyond those to which the parties agreed upon the initial execution option of the agreementnon-breaching party) unless the breaching party shall correct such breach within the notice period or, if the breach is not capable of being cured within such thirty day period, unless the breaching party has undertaken to correct such breach and diligently prosecutes such correction until completion; provided that such cure period shall not exceed ninety days in total. (c) NYSERDA specifically reserves MSCI shall have the right right, in its sole discretion, to terminate this agreement cease compilation and publication of any of the Indexes and, in the event that any of the certification filed by Indexes is discontinued, to terminate the Contractor in accordance Agreement with State Finance Law Sections 139-j and 139-k is found respect to have been intentionally false that index only, if MSCI does not offer a replacement or intentionally incompletesubstitute Index. In the event that MSCI intends to discontinue any index, MSCI shall exercise reasonable efforts to give Licensee as much advance written notice prior to such discontinuance as practicable, which notice shall specify whether a replacement or that the certification filed by the Contractor in accordance with New York State Tax Law Section 5-a is found to have been intentionally false when made. Terminations under this subsection (b) substitute index will be effective upon Noticeavailable. In no event, however, will such advance written notice be less than sixty days. Licensee shall have the option hereunder within ninety days after receiving such written notice from MSCI to notify MSCI in writing of its intent to use the replacement index under the terms of this Agreement. (d) Nothing in Licensee may terminate this Article shall preclude the Contractor from continuing Agreement with respect to carry out the Work called for by the Agreement after receipt of a Stop Work Order specific Index or termination Indexes upon sixty days written notice at its own election, provided that, to MSCI if the Contractor so elects: (i) any such continuing Work after receipt Licensee is informed of the Stop Work Order final adoption of any legislation or termination notice shall be deemed not regulation that materially impairs Licensee’s ability to be Work pursuant offer, sell, distribute, write, market or promote such Index-related fund or funds. (e) MSCI may terminate this Agreement with respect to the Agreement, and (ii) NYSERDA shall have no liability to the Contractor for any costs a specific Index or Indexes if MSCI is informed of the Work continuing after receipt final adoption of any legislation or regulation that materially impairs MSCI’s ability to license and provide the Stop Work Order or termination noticelicense rights set forth herein with respect to such Indexes under this Agreement. MSCI will use reasonable efforts to give Licensee as much advance written notice as possible.

T ermination. (a) This Agreement may be terminated and the transactions contemplated by NYSERDA this Agreement may be abandoned at any time during the term of this Agreement with or without cause, upon ten (10) days prior written notice to the Contractor. In such event, payment shall be paid to the Contractor for Work performed and expenses incurred prior to the effective date Effective Time, as follows: (a) by either Pubco or the Company, if the Closing shall not have occurred by December 22, 2021 (the “Termination Date”) by giving written notice of such termination in accordance with to the provisions of the Article hereof entitled Payment and in reimbursement of any amounts required to be paid by the Contractor pursuant to Subcontractsother party; provided, howeverf urther, that upon receipt of any such notice of termination, the Contractor shall cease the performance of Work, shall make no further commitments with respect thereto and shall reduce insofar as possible the amount of outstanding commitments (including, to the extent requested by NYSERDA, through termination of subcontracts containing provisions therefor). Articles VIII, IX, and X shall survive any termination of this Agreement, and Article XVII shall survive until the payment obligations pursuant to Article VIII have been met. (b) NYSERDA specifically reserves the right to terminate this agreement upon its determination of excessive project schedule lapses Agreement under this S ection 9.01(a) shall not be available to any party hereto whose action or delays. NYSERDA also reserves failure to fulfill any obligation under this Agreement shall have been the right to deny schedule extensions for project completion beyond those to which the parties agreed upon the initial execution primary cause of the agreement.failure of the Closing to occur on or prior to such date; (cb) NYSERDA specifically reserves by either Pubco or the Company, in the event that any Governmental Authority of competent jurisdiction shall have issued a Governmental Order that permanently enjoins the consummation of the Merger and such Governmental Order shall have become final and non- appealable; provided, h owever, that the right to terminate this agreement in Agreement under this S ection 9.01(b) shall not be available to any party whose action or failure to fulfill any obligation under this Agreement has been the event that primary cause of the certification filed issuance of such Governmental Order; (c) by either Pubco or the Contractor in accordance with State Finance Law Sections 139-j and 139-k is found to Company if Pubco Stockholder Approval shall not have been intentionally false or intentionally incomplete, or that obtained at the certification filed by the Contractor in accordance with New York State Tax Law Section 5-a is found to have been intentionally false when made. Terminations under this subsection Special Meeting (b) will be effective upon Notice.following any adjournments and postponements thereof required hereunder); (d) Nothing in this Article shall preclude the Contractor from continuing to carry out the Work called for by the Agreement after receipt of Company (at any time prior to the time the Pubco Stockholder Approval is obtained) if a Stop Work Order or termination notice at its own election, provided thatPubco Triggering Event shall have occurred; (e) by the Company, if there has been a breach of any representation, warranty, covenant or other agreement made by Pubco or its Subsidiaries, or any such representation and warranty shall have become untrue or inaccurate after the Contractor so elects: date of this Agreement, in each case which breach, untruth or inaccuracy (i) any such continuing Work after receipt would reasonably be expected to result in the conditions set forth in S ection 8.03(a) not being satisfied as of the Stop Work Order or termination notice shall be deemed not to be Work pursuant to the AgreementClosing Date (a “Terminating Pubco Breach”), and (ii) NYSERDA shall not have been cured within thirty (30) days after written notice from the Company of such Terminating Pubco Breach is received by the Company (such notice to describe such Terminating Pubco Breach in reasonable detail), or which breach, untruth or inaccuracy, by its nature, cannot be cured prior to the Termination Date; provided, that neither the Company nor Merger Sub is then in material breach of any of their representations, warranties, covenants or other obligations under this Agreement, which breach would give rise to a failure of a condition set forth in S ection 8.02(a); (f) by Pubco, if there has been a breach of any representation, warranty, covenant or other agreement made by the Company or its Subsidiaries in this Agreement, or any such representation and warranty shall have no liability become untrue or inaccurate after the date of this Agreement, in each case which breach, untruth or inaccuracy (i) would reasonably be expected to result in the conditions set forth in S ection 8.02(a) not being satisfied as of the Closing Date (a “Terminating Company Breach”), and (ii) shall not have been cured within thirty (30) days after written notice from Pubco of such Terminating Company Breach is received by the Company (such notice to describe such Terminating Company Breach in reasonable detail), or which breach, untruth or inaccuracy, by its nature, cannot be cured prior to the Contractor for Termination Date; provided, that Pubco is not in material breach of any costs of its representations, warranties, covenants or other obligations under this Agreement, which breach would give rise to a failure of a condition set forth in S ection 8.03(a); (g) by Pubco (at any time prior to the Work continuing after receipt time the Pubco Stockholder Approval is obtained), if (i) Pubco has received an Acquisition Proposal that the Pubco Board has determined to be a Superior Offer, (ii) such Superior Offer did not result from a material breach by Pubco of the Stop Work Order or termination notice.S ection 7.02(a),