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8.A. - Page 23 <br /> 2.2 BUYER'S EXERCISE OF PURCHASE OPTION: So long as a Buyer Default shall not have <br /> occurred and be continuing, Buyer has the option to purchase (the "Purchase Option") a <br /> Facility for a purchase price equal to its FMV (the "Buyout Payment"), at any point after <br /> ninety-one (91) days after each of the sixth (6th),tenth (10th), or fifteenth (15th) <br /> anniversary of the Actual Commercial Operation Date of the Facility, or ninety (90) days <br /> prior to the end of Initial Term or Renewal Term,if applicable. If Buyer chooses to exercise <br /> the Purchase Option, the following steps shall be followed by the Parties: <br /> (a) Buyer shall provide Seller with at least two hundred and forty(240)days written notice <br /> of its intent to purchase the Facility on a date certain (such date,the "Buyout Date"). <br /> (b) For a reasonable period not exceeding thirty (30) days from the date of provision of <br /> notice referred to in Article 2.2 (a), the Parties shall make best efforts to agree on the <br /> selection of a nationally recognized independent, third-party professional appraiser <br /> with experience and expertise in the solar photovoltaic industry to determine the FMV <br /> as of the Buyout Date. Such appraiser shall act reasonably and in good faith to <br /> determine the Fair Market Value of the Facility on an installed basis and shall set forth <br /> such determination in a written opinion delivered to the Parties; provided that in no <br /> event shall the FMV be less than the aggregate of: (i) the net present value (using a <br /> discount rate of nine percent 9%) of the projected payments over the Term, had the <br /> Term remained effective for the full initial Term, and (ii) any and all other amounts <br /> previously accrued under this Agreement and owed by Buyer to Seller as of the date <br /> of Facility title transfer. Within sixty (60) days of the selection of such appraiser, s/he <br /> shall evaluate and determine the FMV of the applicable Facility as of the Buyout Date <br /> and shall submit a report on same to the Parties. The costs of the appraisal shall be <br /> borne by Buyer. <br /> (c) In the event that the Parties cannot agree on the selection of an appraiser to <br /> determine the FMV, each Party shall, no later than sixty (60) days from the date of <br /> notice referred to in Article 2.2 (a), retain the services of a nationally recognized <br /> independent, third-party professional appraiser with experience and expertise in the <br /> solar photovoltaic industry. Each Party shall bear its own costs for its respective <br /> appraiser and of any appraisal conducted by him/her. Within fifteen (15)days of their <br /> retention, the two appraisers selected by the Parties shall mutually select a third <br /> nationally recognized independent,third-party appraiser with experience in the solar <br /> photovoltaic industry, whose services shall be equally paid for by the Parties. Within <br /> sixty (60) days of the selection of such third appraiser, the three appraisers shall <br /> evaluate and determine the FMV of the Facility and shall submit their reports to both <br /> Parties. The appraiser's valuation that diverges the greatest from each of the other <br /> two appraisers' valuations shall be disregarded, and the arithmetic mean of the <br /> remaining two appraisers'valuations shall be deemed to be the FMV of the Facility. If <br /> no such valuation may be established then the arithmetic mean of all three valuations <br /> shall be deemed to be the FMV of the Facility. The appraisers shall conduct their <br /> appraisals independently and shall not share the results of their appraisal or data with <br /> each other. <br /> ATTY/AGR/2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC <br /> REV:01-21-15 MLG <br /> Page 15 of 55 <br />