Renewal (a) This Agreement will be renewed for successive periods of ten (10) years upon the expiration of the initial Term set forth in Section 4.1 and each successive Term, unless: (i) Following notice by ICANN to Registry Operator of a fundamental and material breach of Registry Operator’s covenants set forth in Article 2 or breach of its payment obligations under Article 6 of this Agreement, which notice shall include with specificity the details of the alleged breach, and such breach has not been cured within thirty (30) calendar days of such notice, (A) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator has been in fundamental and material breach of such covenant(s) or in breach of its payment obligations, and (B) Registry Operator has failed to comply with such determination and cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction; or (ii) During the then current Term, Registry Operator shall have been found by an arbitrator (pursuant to Section 5.2 of this Agreement) or a court of competent jurisdiction on at least three (3) separate occasions to have been in (A) fundamental and material breach (whether or not cured) of Registry Operator’s covenants set forth in Article 2 or (B) breach of its payment obligations under Article 6 of this Agreement. (b) Upon the occurrence of the events set forth in Section 4.2(a) (i) or (ii), the Agreement shall terminate at the expiration of the then-‐current Term.
LEASE RENEWAL (a) If Lessee elects, or is deemed to elect, the Subsequent Renewal Option for a Lease, then such Lease (with respect to all, but not less than all, of the Equipment under such Lease) shall be extended for such term as Lessor and Lessee mutually agree, but not less than twelve (12) months (each such term, a “Subsequent Renewal Term”), commencing on the day following the last day of the Initial Renewal Term or the prior Subsequent Renewal Term, as applicable. Rent payable during any Subsequent Renewal Term shall be the Fair Market Rental Value for the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty to any Project Document (including the Power Purchase Agreement) renewing the terms of such Project Document with respect to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lessee. (b) The Fair Market Rental Value (as defined below) of the Equipment, as of the commencement of the Subsequent Renewal Term of any Lease, shall be determined by agreement of Lessor and Lessee within sixty (60) days after receipt by Lessor of the irrevocable notice from the Lessee of its election to renew such Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualified, independent appraiser that is a member of the American Society of Appraisers and that is selected by Lessee and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “Appraisal Procedure”), with the fair market rental value as determined by such appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determination. (c) The amounts that are payable during any Subsequent Renewal Term as Termination Value shall be determined on the basis of the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser shall be borne by Lessee.
Term and Renewal This Agreement shall become effective as of the Effective Date and shall remain in effect for a period of three years from and after the Live Date (the “Initial Term”), and thereafter shall automatically renew for successive three year terms (each such period, a “Renewal Term”) unless terminated by any party giving written notice of non-renewal at least one hundred eighty days prior to the last day of the then current term to each other party hereto.