Common use of TERM AND CONDITIONS PRECEDENT Clause in Contracts

TERM AND CONDITIONS PRECEDENT. 3.1 This Agreement is effective from the Effective Date and continues in full force and effect, until terminated pursuant to this Agreement or the General Terms and Conditions. 3.2 Prior to any obligation on the part of Seller to sell Fuel under this Agreement, or on the part of Buyer to purchase Fuel under this Agreement, all conditions set forth in this Article 3 shall be satisfied by Seller (or with respect to subsections (i) and (ii), waived by Seller; with respect to subsections (iii) and (iv), waived by Seller and Buyer): (i) Seller shall have reached a final investment decision with respect to one or more Seller Facilities (as defined below) no later than December 31, 2023; (ii) Seller shall have obtained funding to construct the Seller Facilities by June 1, 2024; (iii) Seller shall have obtained all governmental authorizations for development of Seller Facilities and production and delivery of Fuel as required by the Location Agreement including all necessary approvals to supply to the applicable Delivery Point(s), and shall have provided written notice of the same to Buyer; and (iv) The Commencement Date (as defined in the Agreement) has occurred no later than July 1, 2026. Seller shall work in good faith to achieve the above conditions precedent by the applicable deadline. Notwithstanding anything to the contrary herein or in any Location Agreement, if the conditions set forth above have not been satisfied or waived on or before the applicable deadline, either Party shall have the right to terminate this Agreement and any Location Agreements thereunder (without any liability of Buyer or Seller arising from such termination) on not less than thirty (30) days prior written notice to the other Party. 3.3 From and after the Commencement Date, Seller shall be obligated to deliver the Fuel as per the provisions hereof and the applicable Location Agreement. As used herein, “Commencement Date” means the date specified by Seller in a written notice to Buyer furnished not less than sixty (60) days prior to such date that the first Seller Facility has achieved commercial operation and is able to produce and deliver the Fuel as set forth in this Agreement.

TERM AND CONDITIONS PRECEDENT. 3.1 This Agreement is effective from 2.1 The Start-Up Period and the Effective Delivery Term constitute the “Term” of this Agreement. 2.2 The Start-Up Period shall be the period beginning on the Completion Date and continues continuing until the Commencement Date (the “Start-Up Period”). 2.3 Unless otherwise agreed in full force and effectwriting by the Parties, until terminated pursuant to the delivery term of this Agreement or the General Terms and Conditions. 3.2 Prior to any obligation shall commence on the part Commencement Date and, unless sooner terminated as provided herein, shall continue until the fifth (5th) anniversary of the Commencement Date (the “Delivery Term”). Buyer may extend the Delivery Term until the sixth (6th) anniversary of the Commencement Date by providing written notice to Seller to sell Fuel under this Agreement, or on the part of Buyer to purchase Fuel under this Agreement, all conditions set forth in this Article 3 shall be satisfied by Seller (or with respect to subsections (i) and (ii), waived by Seller; with respect to subsections (iii) and (iv), waived by Seller and Buyer): (i) Seller shall have reached a final investment decision with respect to one or more Seller Facilities (as defined below) no later than December 31, 2023; (ii) Seller shall have obtained funding to construct the Seller Facilities by June 1, 2024; (iii) Seller shall have obtained all governmental authorizations for development of Seller Facilities and production and delivery of Fuel as required by the Location Agreement including all necessary approvals to supply 90 days prior to the applicable Delivery Point(s), and shall have provided written notice expiration of the same Delivery Term, subject to Buyer; andSeller’s consent. (iv) The Commencement Date (as defined in the Agreement) has occurred no later than July 1, 2026. Seller shall work in good faith to achieve the above conditions precedent by the applicable deadline. 2.4 Notwithstanding anything to the contrary herein or in herein, Seller shall not be obligated to deliver any Location Agreement, if Buyer Credits under this Agreement unless and until all of the conditions Conditions Precedent set forth above in this Section 2.4 (the “Conditions Precedent”) shall have not been satisfied (or waived on or before with prior agreement in writing with Buyer), as determined by Seller in its sole discretion. Thereafter, Seller shall be obliged to deliver the applicable deadline, either Party Buyer Credits as per the provisions hereof. a. Seller shall have made a final investment decision in respect of Seller’s Facility by [*****]; and b. The Completion Date has occurred, and Seller’s Facility is completed and producing SAF. 2.5 Seller shall use commercially reasonable efforts to cause the right Completion Date to terminate this Agreement and any Location Agreements thereunder occur no later than the date that is [*****] months following Seller’s positive final investment decision in respect of Seller’s Facility (without any liability as may be extended, the “Target Completion Date”). The Target Completion Date shall be subject to an extension on a day-for-day basis for each day that the achievement of Buyer the Completion Date is delayed by a Force Majeure Event or Seller arising from such termination) on by acts or omissions of Buyer; provided that the Target Completion Date shall not less be extended by reason of a Force Majeure Event by more than thirty (30) days prior written notice 365 days. Prior to the other Party. 3.3 From and after the Commencement Completion Date, Seller shall be obligated promptly provide a copy to deliver the Fuel as per the provisions hereof and the applicable Location Agreement. As used hereinBuyer of any written notice of any material violation of any Applicable Law(s) relating to any Seller’s Facility or its design, “Commencement Date” means the date specified construction, operations, or commissioning received by Seller in a written during such time period. Seller shall provide Buyer with notice to Buyer furnished not less than of the Completion Date at least sixty (60) days prior to such date that the first Seller Facility has achieved commercial operation and is able to produce and deliver the Fuel as set forth in this AgreementCompletion Date.