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8.A. - Page 17 <br /> 1.40 "Environmental Laws" shall mean and include all federal, state and local laws, statutes, <br /> ordinances, regulations,resolutions, decrees and/or rules now or hereinafter in effect, as <br /> may be amended from time to time, and all implementing regulations,directives, orders, <br /> guidelines, and federal or state court decisions, interpreting, relating to, regulating or <br /> imposing liability (including, but not limited to, response, removal, remediation and <br /> damage costs) or standards of conduct or performance relating to industrial hygiene, <br /> occupational health, and/or safety conditions, environmental conditions, or exposure to, <br /> contamination by, or clean-up of, any and all Hazardous Materials, including without <br /> limitation, all federal or state super lien or environmental clean-up statutes. <br /> 1.41 "Existing Financial Incentives" means (i) the ITC and any tax deductions or other benefits <br /> under the Internal Revenue Code or applicable state law available as a result of the <br /> ownership and operation of the Generating Facilities or the Output generated by each <br /> Facility (including without limitation tax credits, accelerated depreciation, or bonus <br /> depreciation)that are in effect on the Effective Date and,(ii) any other financial incentives <br /> that result from the ownership and operation of the Generating Facilities or the Output <br /> that are in effect on the Effective Date. <br /> 1.42 "Expected Annual Contract Quantity" means the amount of Delivered Energy and <br /> Environmental Attributes that Seller expects to deliver from a Facility to Buyer hereunder <br /> in a given Contract Year, as set forth in Schedule 7 of this Agreement [Expected Annual <br /> Contract Quantity]. <br /> 1.43 "Expected Commercial Operation Date" means the date on which the Parties expect a <br /> Facility to achieve Actual Commercial Operation,established in accordance with Article 3. <br /> 1.44 "Facility" has the meaning set forth in the Recitals, as further described in Schedule 4. <br /> 1.45 "Fair Market Value" or "FMV" means the value a nationally recognized independent, <br /> third-party professional appraiser with experience and expertise in the solar photovoltaic <br /> industry would determine a photovoltaic system to have when negotiated in an arm's- <br /> length, free market transaction between an informed, willing seller and an informed, <br /> willing buyer, neither of whom is under compulsion to complete the transaction and <br /> taking into account Seller's obligation under this Agreement to remove the Facility at the <br /> end of the Term of this Agreement or the earlier termination thereof. <br /> 1.46 "Final Completion" of the Systems) shall be deemed to have been occurred upon (i) <br /> execution and delivery to the Buyer of a written notice certifying completion thereof and <br /> further certifying that all costs and expenses thereof have been paid and that there are <br /> no unpaid costs or expenses of any nature related thereto; and (ii) independent <br /> verification by the Buyer or its authorized representative to be completed within fifteen <br /> (15) calendar days of receipt of such notice and copies of such permits from the Seller; <br /> and (iii) the interconnection to the grid and all review and approvals have been provided <br /> by the applicable utility and the State of California and a Permission to Operate letter has <br /> been issued. <br /> ATTY/AGR/2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC <br /> REV:01-21-15 MLG <br /> Page 9 of 55 <br />