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8.A. - Page 13
<br /> ARTICLE 1: DEFINITIONS
<br /> References in this Agreement to the terms or phrases below have the meanings as set forth in
<br /> this Article. In the event of a conflict between the information in this Article and any more specific
<br /> provision of this Agreement,the more specific provision shall control.
<br /> 1.1 "Actual Commercial Operation" means the date on which a Facility: (i) has been
<br /> constructed in accordance with Prudent Industry Practice, all Permits, Requirements of
<br /> Law, the specifications set forth in Exhibit A [Technical and Warranty Requirements],
<br /> Exhibit C [Engineering & Construction Requirements], and Schedule 4 [Description of
<br /> Generating Facility] of this Agreement; (ii) Seller has successfully completed the
<br /> Commissioning Tests, (iii) PG&E has approved installation and given its "Permission to
<br /> "Operate" notification, (iv) the Data Acquisition System has been commissioned and is
<br /> transmitting data, and, (v) the Facility is capable of generating electricity for sale to the
<br /> Buyer at the Project Site.
<br /> 1.2 "Actual Commercial Operation Date" the date upon which Seller has notified Buyer in
<br /> writing that it has satisfied the requirements of Actual Commercial Operation.
<br /> 1.3 "Actual System Output" means the amount of energy recorded by the Seller's metering
<br /> equipment for a Facility during the relevant Measurement Period.
<br /> 1.4 "Affiliate" means, with respect to any specified Person, any other Person directly or
<br /> indirectly controlling or controlled by such specified Person.
<br /> 1.5 "Agreement"means this Regional Power Purchase Agreement, effective as of the Effective
<br /> Date, and entered into by and between Buyer and Seller, and all exhibits, and schedules
<br /> (each an "Exhibit" or"Schedule", as applicable) attached hereto and incorporated herein.
<br /> 1.6 "Anniversary Date" means the first anniversary of the Actual Commercial Operation Date
<br /> and that same calendar date for each succeeding Contract Year.
<br /> 1.7 "Applicable Law" means, with respect to any Person, any constitutional provision, law,
<br /> statute, rule, regulation,ordinance, treaty, order, decree,judgment, decision, certificate,
<br /> holding, injunction, registration, license, franchise, permit, authorization, guideline,
<br /> Governmental Authority approval,consent or requirement of any Governmental Authority
<br /> having jurisdiction over such Person or its property, enforceable at law or in equity,
<br /> including the interpretation and administration thereof by such Governmental Authority.
<br /> 1.8 "Bankruptcy Event" means with respect to a Party,that either:
<br /> (a) such Party has (i) applied for or consented to the appointment of, or the taking of
<br /> possession by, a receiver, custodian, trustee or liquidator of itself or of all or a
<br /> substantial part of its property; (ii) admitted in writing its inability to pay its debts as
<br /> such debts become due;(iii) made a general assignment for the benefit of its creditors;
<br /> (iv)commenced a voluntary case under any bankruptcy law; (v)filed a petition seeking
<br /> ATTY/AGR/2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC
<br /> REV:01-21-15 MLG
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