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8.A. - Page 24 <br /> (d) No later than sixty(60)days after determination of the FMV of the Facility, Buyer shall <br /> confirm to Seller in writing of its intent to proceed with its option to purchase the <br /> Facility at the Buyout Payment determined pursuant to this Article 2.2. In the event <br /> Buyer does not provide such written confirmation, the provisions of this Agreement <br /> shall be applicable as if Buyer had not exercised the Purchase Option. <br /> (e) if Buyer confirms its intent to proceed with its option to purchase as specified above, <br /> the Parties shall promptly execute all documents necessary to (i) cause title and <br /> ownership of the Facility to pass to Buyer on the Buyout Date, free and clear of any <br /> Liens, and (ii)to the extent such warranties are assignable,assign all warranties for the <br /> Facility to Buyer. Buyer shall pay the Buyout Payment to Seller on or about the Buyout <br /> Date, in accordance with any previous written instructions delivered to Buyer by Seller <br /> for payments under this Agreement. Upon such execution of documents and payment <br /> of the Buyout Payment,as to the Facility this Agreement shall terminate automatically <br /> and Buyer shall own the Facility and all Environmental Attributes and Existing Financial <br /> Incentives, if any, relating to the Facility. For the avoidance of doubt, payment of the <br /> Buyout Payment shall be in lieu of and instead of any payments described in Article 4 <br /> accruing from and after the Buyout Date. Seller shall provide all necessary <br /> cooperation with the Buyer to give prompt effect to this transfer. <br /> (f) All other personal property of the Seller not included in the Buyer's purchase shall be <br /> removed by Seller from the Project Site within ninety (90) days of the Buyout Date at <br /> no cost to Buyer. <br /> 2.3 TERMINATION: Buyer may terminate this Agreement as to any Facility prior to the <br /> expiration of the Initial Term without cause upon sixty (60) days' prior written notice. If <br /> Buyer elects to terminate this Agreement without cause, Buyer shall pay to Seller the <br /> applicable Early Termination Fee, as set forth in Schedule 2 of this Agreement. However, <br /> if Buyer terminates this Agreement for reasons otherwise specified in this Agreement <br /> including, but not limited to: (i) termination for CEQA compliance (Section 3.6); (ii) <br /> termination for Force Majeure (Article 8); and (iii) termination for failure of the <br /> Preliminary Requirements (Section 3.9), Buyer is not liable to the Seller for the Early <br /> Termination Fee. In the event that Buyer terminates this Agreement without cause,Seller <br /> shall, within one hundred eighty (180) calendar days of the notice of termination from <br /> Buyer, or Buyer's payment of the Early Termination Fee, if applicable, shall cause the <br /> applicable Facility to be disconnected and removed from the Project Site, and shall <br /> remediate and restore the Project Site to the condition preceding the installation of the <br /> Facility as set forth in Section 10.5. <br /> ARTICLE 3: ENGINEERING AND CONSTRUCTION REQUIREMENTS <br /> 3.1 All elements of engineering, construction and installation of the Generating Facility and <br /> compliance with all California Solar Initiative ("CSI") requirements are Seller's sole <br /> ATTY/AGR/2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC <br /> REV:01-21-15 MLG <br /> Page 16 of 55 <br />