(a) The Company shall carry out the testing and commissioning of the Facilities at its cost in accordance with Schedule D (Testing and Commissioning). The Company shall give the Agency and the Independent Verifier not less than thirty (30) Days' prior written notice before commencing any testing and commissioning of the Facilities.
(b) The Company shall procure and bear the cost of obtaining Raw Water energy, potable water and other consumables required for testing and commissioning of the Facilities.
(c) The Agency shall accept delivery of Treated Water produced by the Company during testing and commissioning of the Facilities free of charge without payment of the Tariff for such Treated Water. If the Treated Water does not meet with the Treated Water Specifications, the Company shall be responsible for disposing of such Treated Water. The Company shall not be subject to any of the penalties provided under Section 8.2 (Calculation of Payment) during the testing and commissioning of the Facilities.
(d) Within five (5) Business Days of the Company carrying out the testing and commissioning, the Independent Verifier shall be required to determine whether the testing has been done in accordance with the relevant testing and commissioning procedures and whether or not the Facilities have satisfied the applicable commissioning and acceptance standards provided in Schedule D (Testing and Commissioning). The determination made by the Independent Verifier shall be final and binding on the Parties, except in case of fraud or manifest error.
(e) If the Independent Verifier certifies that the Facilities fully meet the commissioning and acceptance standards, the Agency shall issue a provisional acceptance certificate in favor the Company within five (5) Business Days from the receipt of such certification.
(f) If the Independent Verifier certifies that the Facilities do not fully meet the commissioning and acceptance standards, it shall issue a report to the Parties detailing the reasons why the Facilities do not comply with the commissioning and acceptance standards and specifying the actions that the Company must take to meet such standards. Notwithstanding the assessment made by the Independent Verifier, the Company shall be solely responsible for the engineering or construction soundness, safety, or reliability of any part of the Facilities or the Project.
(g) The Company shall immediately take the remedial actions necessary to ensure that the Facilities meet the commissioning and acceptance standards, taking into account the report of the Independent Verifier, and shall notify the Agency and the Independent Verifier when they have been carried out. As soon as reasonably practicable, the Company shall conduct further testing and commissioning until a provisional acceptance certificate has been issued.
(h) If the Company fails to obtain a provisional acceptance certificate on or before the Required Provisional Operations Start Date, such failure shall constitute a delay and a Company Event of Default.