Common use of Buy-Out Option Clause in Contracts

Buy-Out Option. The Consumer has the option at any time during the Term to purchase the Project (and all its component parts) (“the Sale Asset” for the purposes of this clause 29.4) from Sun-Ex and the Solar Cell Owner, and other owners of solar cells used in the Project (collectively “the Sellers”). 29.4.1 If the Buy Out Option is elected, the purchase price (“Purchase Price”) of the Sale Asset shall be equivalent to the purchase price at the proposed date of purchase as defined in in Schedule E (Buy Out Option Schedule). 29.4.2 The Buy Out Option shall be exercised by means of written notice from the Consumer to Sun-Ex. If the Consumer exercises the Buy Out Option, pursuant to notice given by Sun-Ex to the Sellers, a sale will automatically come into force and effect in terms of which the Consumer purchases the Sale Asset from the Sellers on the following terms and conditions: (i) the resultant sale of the Sale Asset shall be on an “as is” basis with the Seller providing no warranties in connection with the Sale Asset other than those which may apply automatically by operation of any applicable laws; (ii) Sun-Ex shall facilitate that the Consumer shall make payment of the Purchase Price in local currency free of any deductions, set-off or other withholding whatsoever, by way of electronic transfer of immediately available and freely transferable funds into the Account. (iii) Once payment of the Purchase Price has been deposited into the Account, Sun-Ex will distribute, within 30 (thirty) days of receipt of the Purchase Price, less any Impositions and charges (including legal fees) into the Account, the Purchase Price to Sun-Ex and Solar Cell Owner, and other owners of solar cells used in the Project, according to Schedule E. Sun-Ex reserves the right to levy an administration charge associated with the management of the sale of the Sale Asset to the Consumer. (iv) Sun-Ex shall deliver to the Consumer the Sale Asset “as-is” by such means of constructive delivery as may be appropriate; (v) Sun-Ex shall deliver to the Consumer an invoice for the Purchase Price and all records of the Sale Asset’s operations and maintenance including any known defects and shall transfer any remaining manufacturer warranties on the Sale Asset or part thereof to the Consumer; and (vi) ownership of and all risk in and all benefit to the Sale Asset shall transfer to the Consumer upon payment of the Purchase Price to Sun-Ex.

Buy-Out Option. The Consumer has the option at At any time during after the Term Closing Date, Xxxxxx shall have the right, exercisable in its sole discretion (the “Buy-Out Option”), to purchase the Project from ROS all (and all its component parts) (“the Sale Asset” for the purposes of this clause 29.4) from Sun-Ex and the Solar Cell Owner, and other owners of solar cells used in the Project (collectively “the Sellers”). 29.4.1 If the Buy Out Option is elected, the purchase price (“Purchase Price”but not less than all) of the Sale Asset shall be equivalent its rights to the purchase price at remaining Royalty Payments that will become due pursuant to Section 2.1. The amount payable by Xxxxxx to ROS in respect of the proposed date of purchase as defined in in Schedule E (Buy Out Option Schedule). 29.4.2 The Buy Buy-Out Option shall be exercised by means of written notice from the Consumer to Sun-ExPurchase Price. If the Consumer exercises the Buy Xxxxxx elects to exercise its Buy-Out Option, it shall so notify ROS in writing (the “Buy-Out Notice”), which Buy-Out Notice shall set forth a calculation of the Purchase Price in reasonable detail. Delivery of a Buy-Out Notice (and exercise of the Buy-Out Option) shall be irrevocable. Unless ROS disputes in writing, within five (5) Business Days of its receipt of the Buy-Out Notice and with reasonable specificity the calculation of the Purchase Price prior to tender of the Purchase Price (in which case the Buy-Out Notice shall be of no force or effect), Xxxxxx shall, on the tenth Business Day following ROS’s receipt of such Buy-Out Notice, purchase from ROS all (but not less than all) of its rights to the remaining Royalty Payments that will become due pursuant to notice given by Sun-Ex to the Sellers, a sale will automatically come into force and effect in terms of which the Consumer purchases the Sale Asset from the Sellers on the following terms and conditions: (i) the resultant sale of the Sale Asset shall be on an “as is” basis with the Seller providing no warranties in connection with the Sale Asset other than those which may apply automatically by operation of any applicable laws; (ii) Sun-Ex shall facilitate that the Consumer shall make Section 2.1. The payment of the Purchase Price in local currency free of any deductions, set-off or other withholding whatsoever, shall be made by way of electronic wire transfer of immediately available and freely transferable funds into the Account. (iii) Once payment of the Purchase Price has been deposited into the Accountto an account designated by ROS, Sun-Ex will distributeor, within 30 (thirty) days of receipt of the Purchase Priceif not timely designated by ROS, less any Impositions and charges (including legal fees) into the Account, the Purchase Price to Sun-Ex and Solar Cell Owner, and other owners of solar cells used in the Project, according to Schedule E. Sun-Ex reserves the right to levy an administration charge associated with the management of the sale of the Sale Asset to the ConsumerROS account set forth on its signature page to this Agreement. (iv) Sun-Ex shall deliver to the Consumer the Sale Asset “as-is” by such means of constructive delivery as may be appropriate; (v) Sun-Ex shall deliver to the Consumer an invoice for the Purchase Price and all records of the Sale Asset’s operations and maintenance including any known defects and shall transfer any remaining manufacturer warranties on the Sale Asset or part thereof to the Consumer; and (vi) ownership of and all risk in and all benefit to the Sale Asset shall transfer to the Consumer upon payment of the Purchase Price to Sun-Ex.

Buy-Out Option. The Consumer has 29.1 In the option at any time during event that the Term to purchase the Project (and all its component parts) (“the Sale Asset” for the purposes of this clause 29.4) from Sun-Ex and the Solar Cell OwnerServices provided hereunder have continued for at least three (3) consecutive years from the Agreement Date, then, upon termination of the Agreement, except in case of breach or default by Intentia, Intentia shall have the following rights on the terms set forth herein: 29.1.1 the right to employ any of the Resources that are providing Services to Intentia as of the date the buyout notice according to Section 30.3 below is given; provided that Intentia must make offers of employment to all Resources then providing Services and other owners may not only offer employment to specific Resources 29.1.2 the right to acquire the then current Supplier-owned computer of solar cells any such Resources to be employed by Intentia under this buyout option; and 29.1.3 the right to acquire all related software licenses that have previously been purchased by the Supplier for software installed on said computer solely to the extent that such software can be assigned (excluding all hardware and software purchased by Intentia and which is being used in by the Project (collectively “the Sellers”Supplier). 29.4.1 If 29.2 In order to exercise the Buy Out Option is electedbuyout option, Intentia shall: 29.2.1 give written notice of its intention to exercise the purchase price (“Purchase Price”) buyout option to Supplier in accordance with Section 30.3 below; and 29.2.2 pay Supplier, on the date of transfer of the Sale Asset Resources from Supplier to Intentia a fee calculated in accordance with Section 30.4 below. 29.3 As a part of exercising the buyout option, Intentia shall give Supplier written notice of such intention at the following times: 29.3.1 if Intentia is exercising the buyout option on termination of the Agreement by Intentia, then Intentia shall provide a buyout notice to Supplier simultaneous with delivery to Supplier of Intentia’s notice of termination of the Agreement; and 29.3.2 if Intentia is exercising the buyout option on termination of the Agreement by Supplier, then Intentia shall provide a buyout notice to Supplier within forty-five (45) days of Intentia’s receipt of the termination notice from Supplier. 29.4 The buyout option fee shall be equivalent calculated by adding the buyout fee for the Resources and the buyout fee for the buyout assets referred to in Section 30.1(ii) and/or (iii) above. The buyout fee for the purchase price at Resources shall be *** based on the proposed time schedule below depending on when the buyout notice is given: *** Represents text which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request pursuant to Rule 24b-2 of Securities Exchange Act of 1934, as amended. 29.4.1 if after three (3) consecutive years from the Agreement Date but before four (4) consecutive years from the Agreement Date, then = *** ; 29.4.2 if after four (4) consecutive years from the Agreement Date but before five (5) consecutive years from the Agreement Date, then = *** ; 29.4.3 if after five (5) consecutive years from the Agreement Date but before six (6) consecutive years from the Agreement Date, then = *** ; 29.4.4 if after six (6) consecutive years from the Agreement Date, then = ***. 29.5 The buyout fee for the buyout assets referred to in Section 30.1 (ii) and/or (iii) above shall be ***. 29.6 If Intentia exercises this buyout option, then from the date of purchase as defined in in Schedule E (Buy Out Option Schedule). 29.4.2 The Buy Out Option shall be exercised by means of written notice from the Consumer to Sun-Ex. If the Consumer exercises the Buy Out Optiontermination, pursuant to notice given by Sun-Ex to the Sellers, a sale Supplier will automatically come into force and effect in terms of which the Consumer purchases the Sale Asset from the Sellers on the following terms and conditionseither: (i1) if the resultant sale Supplier is leasing the space in which the GOC is located, at the Supplier’s sole discretion, offer to Intentia a sublease of such space, to the extent it is subleasable, to Intentia for either three (3) months or through the remaining term of the Sale Asset shall Supplier’s primary lease of this space (which period will be mutually agreed to by Intentia and the Supplier), at the rate that is being paid by the Supplier and on an “as is” basis with the Seller providing no warranties in connection with terms and conditions valid for the Sale Asset other than those which may apply automatically by operation of any applicable laws;Supplier’s primary lease; or (ii2) Sun-Ex shall facilitate that if the Consumer shall make payment Supplier owns the space in which the GOC is located, offer a lease of such space to Intentia for a period determined by the Purchase Price in local currency free of any deductionsSupplier, set-off at the then current fair market rates and market terms plus documented related expenses. Such a period may however not be shorter than three (3) months or other withholding whatsoeverlonger than twelve (12) months, such terms to be mutually agreed to by way of electronic transfer of immediately available and freely transferable funds into the AccountIntentia and. (iii) Once payment of the Purchase Price has been deposited into the Account, Sun-Ex will distribute, within 30 (thirty) days of receipt of the Purchase Price, less any Impositions and charges (including legal fees) into the Account, the Purchase Price to Sun-Ex and Solar Cell Owner, and other owners of solar cells used in the Project, according to Schedule E. Sun-Ex reserves the right to levy an administration charge associated with the management of the sale of the Sale Asset to the Consumer. (iv) Sun-Ex shall deliver to the Consumer the Sale Asset “as-is” by such means of constructive delivery as may be appropriate; (v) Sun-Ex shall deliver to the Consumer an invoice for the Purchase Price and all records of the Sale Asset’s operations and maintenance including any known defects and shall transfer any remaining manufacturer warranties on the Sale Asset or part thereof to the Consumer; and (vi) ownership of and all risk in and all benefit to the Sale Asset shall transfer to the Consumer upon payment of the Purchase Price to Sun-Ex.

Buy-Out Option. The Consumer has the option at At any time during after the Term Closing Date, Bacterin shall have the right, exercisable in its sole discretion (the “Buy-Out Option”), to purchase the Project from ROS all (and all its component parts) (“the Sale Asset” for the purposes of this clause 29.4) from Sun-Ex and the Solar Cell Owner, and other owners of solar cells used in the Project (collectively “the Sellers”). 29.4.1 If the Buy Out Option is elected, the purchase price (“Purchase Price”but not less than all) of the Sale Asset shall be equivalent its rights to the purchase price at remaining Royalty Payments that will become due pursuant to Section 2.1. The amount payable by Bacterin to ROS in respect of the proposed date of purchase as defined in in Schedule E (Buy Out Option Schedule). 29.4.2 The Buy Buy-Out Option shall be exercised by means of written notice from the Consumer to Sun-ExPurchase Price. If the Consumer exercises the Buy Bacterin elects to exercise its Buy-Out Option, pursuant to notice given by Sunit shall so notify ROS in writing (the “Buy-Ex to Out Notice”). Delivery of a Buy-Out Notice (and exercise of the SellersBuy-Out Option) shall be irrevocable. Upon receipt of a Buy-Out Notice, a sale will automatically come into force and effect ROS shall promptly (and, in terms any event, within three Business Days) advise Bacterin of the Purchase Price, which the Consumer purchases the Sale Asset from the Sellers Purchase Price shall be conclusive absent manifest error. Bacterin shall, on the fifth Business Day following terms and conditions: ROS’ receipt of such Buy-Out Notice, (i) purchase from ROS all (but not less than all) of its rights to the resultant sale of the Sale Asset shall be on an “as is” basis with the Seller providing no warranties in connection with the Sale Asset other than those which may apply automatically by operation of any applicable laws; remaining Royalty Payments that will become due pursuant to Section 2.1, and (ii) Sun-Ex shall facilitate that repay in full all outstanding principal of the Consumer shall make Loans and all other monetary Obligations, together with all accrued but unpaid interest and fees thereon or in respect thereof, if any. The payment of the Purchase Price in local currency free of any deductions, set-off or other withholding whatsoever, shall be made by way of electronic wire transfer of immediately available and freely transferable funds into to an account designated by ROS. Repayment of principal, interest or fees shall be made in accordance with the Account. (iii) Once payment applicable terms of the Purchase Price has been deposited into Credit Agreement. Any term or provision hereof to the Accountcontrary notwithstanding, SunBacterin shall only have the right to exercise the Buy-Ex will distributeOut Option if, within 30 (thirty) days of receipt prior to or simultaneously with the payment of the Purchase Price, less any Impositions Bacterin shall have repaid in full in cash the entire principal amount of the Loans, together with all accrued and charges (including legal fees) into the Account, the Purchase Price to Sun-Ex and Solar Cell Ownerunpaid interest thereon, and all outstanding fees, expenses and other owners of solar cells used in monetary Obligations, if any, payable under the ProjectCredit Agreement, according to Schedule E. Sun-Ex reserves the right to levy an administration charge associated with the management of the sale of the Sale Asset to the Consumerthis Royalty Agreement or any other Loan Document. (iv) Sun-Ex shall deliver to the Consumer the Sale Asset “as-is” by such means of constructive delivery as may be appropriate; (v) Sun-Ex shall deliver to the Consumer an invoice for the Purchase Price and all records of the Sale Asset’s operations and maintenance including any known defects and shall transfer any remaining manufacturer warranties on the Sale Asset or part thereof to the Consumer; and (vi) ownership of and all risk in and all benefit to the Sale Asset shall transfer to the Consumer upon payment of the Purchase Price to Sun-Ex.

Buy-Out Option. The Consumer In the event the Maturity Date is extended due to non-payment during the Cash Repayment Period, the Holder will have the option, to force repayment of the Note via exercise of a Buy Out Option. Anytime after the Note is outstanding for at least one (1) year, the Holder has the option to elect repayment of the Note in cash at any time during forty percent (40%) of the Term to purchase value that would have been received if the Project (and all its component parts) (“the Sale Asset” option for the purposes of this clause 29.4) from Sun-Ex and the Solar Cell Owner, and other owners of solar cells used in the Project (collectively “the Sellers”). 29.4.1 If Alternative Payment Stake had been exercised. The calculation for the Buy Out Option is elected, as follows: On the purchase price (“Purchase Price”) date of the Sale Asset shall be equivalent to the purchase price at the proposed date of purchase as defined in in Schedule E (Buy Out Option Schedule). 29.4.2 The Buy Out Option shall be exercised by means of written notice from the Consumer to Sun-Ex. If the Consumer exercises election for the Buy Out Option, pursuant the cash value would be total outstanding common shares of the Company on the day of election, times 6.75% (0.0675), times the average closing price of the common shares over the preceding 30 trading days, times 40%. The Company shall have ninety (90) days to notice given by Sun-Ex make this payment in cash to the Sellers, a sale will automatically come into force and effect in terms of which the Consumer purchases the Sale Asset from the Sellers on the following terms and conditions:Holder. (i) the resultant sale of the Sale Asset shall be on an “as is” basis with the Seller providing no warranties in connection with the Sale Asset other than those which may apply automatically by operation of any applicable laws;SECTION FOUR – ANTI-DILUTION RIGHTS (ii) Sun4.1. Absolute Anti-Ex Dilution Rights. Holders of Acquisition Notes and Alternative Payments Stakes shall facilitate that be protected by broadly defined anti-dilution rights. MCTC shall not, by amendment of its Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, or by any other means, avoid or seek to avoid the Consumer shall make payment observance or performance of any of the Purchase Price terms to be observed or performed relative to this absolute anti-dilution right and shall furthermore at all times in local currency free good faith assist in the carrying out of any deductions, set-off all the provisions relating to this absolute antidilution right and in the taking of all such action whether or not requested by the Conversion Noteholders or Conversion Shareholders in order to protect these rights against dilution or other withholding whatsoeverimpairment, by way consistent with the tenor and purpose of electronic transfer these rights. Such rights shall pertain to all class of immediately available and freely transferable funds into the Accountsecurities on an as-converted to common shares basis. (iii) Once payment of the Purchase Price has been deposited into the Account, Sun4.2. Further Anti-Ex will distribute, within 30 (thirty) days of receipt of the Purchase Price, less any Impositions Dilution Rights for Acquisition Notes and charges (including legal fees) into the Account, the Purchase Price to Sun-Ex and Solar Cell Owner, and other owners of solar cells used in the Project, according to Schedule E. Sun-Ex reserves the right to levy an administration charge associated with the management of the sale of the Sale Asset to the ConsumerAlternative Payment Stakes. (iv) Sun4.2.1 Relative to any Alternative Payments Stakes. Assuming the underlying shares held were registered by MCTC as outlined in Section 1.6 and converted, holders of Alternative Payments Stakes shall have unlimited anti-Ex dilution rights on the Alternative Payments Stake for one hundred eight two (182) days after conversion. Should any dilutive issuance take place during this period, the Company shall deliver issue additional common shares to the Consumer Holders to return the Sale Asset “Holder to the same percentage ownership in the Company, less any liquidated or sold acquisition shares. If the underlying shares are not registered as outlined in Section 1.6, holders of Alternative Payments Stakes shall hold anti-dilution rights for a period of three (3) years after receipt of Alternative Payments Stakes. Should for ANY reason, any holder of Alternative Payments Stakes experience any dilution under the terms outlined above, for any reason, including the issuance of any convertible or preferred security, or any other securities, of any type, the holder shall be immediately granted additional shares so as to maintain percentage ownership. Such rights shall pertain to all class of securities on an as-is” by such means of constructive delivery as may converted to common shares basis. These rights are absolute and shall be appropriate; (v) Sun-Ex shall deliver to the Consumer an invoice for the Purchase Price and all records broadly interpreted in favor of the Sale Asset’s operations Holders. Furthermore at all times the Company shall in good faith assist in the carrying out of all the provisions relating to this absolute anti-dilution right and maintenance including any known defects and shall transfer any remaining manufacturer warranties on in the Sale Asset taking of all such action whether or part thereof to not such actions are requested by the Consumer; and (vi) ownership of and all risk in and all benefit to the Sale Asset shall transfer to the Consumer upon payment of the Purchase Price to Sun-ExAlternative Payments Stakeholders.

Buy-Out Option. The Consumer has a. Following the option end of the second full year of the Credit Enhancement Term, or at any time in the event of a final judgement or good faith settlement in any action based on a Third-Party Dispute pursuant to which Tribe is required to grant any third party any Net Revenue participation rights in any gaming operation on the Reservation, Tribe may terminate this Agreement with Developer, or it shall be deemed to do so as provided in Section 2.3 ("Buy-Out Option"), by paying, and it shall be obligated to pay (1) all amounts outstanding with respect to the Financing, including amounts owed to the Lender with respect to the Loan and the outstanding balance owing by Tribe to Developer under this Agreement, including outstanding Development Advances and accrued interest, and (2) an amount equal to the "Base Price" as defined below, adjusted, if at all, as set forth in subparagraph d (the "Buy-Out Fee"). The Base Price shall be determined by multiplying the average monthly Credit Enhancement Fee earned during the Term to purchase 12-month period immediately preceding the Project month in which the Buy-Out Option is exercised, adjusted as set forth in subparagraph d, below, by the number of months (and all its component partsincluding partial months) (“the Sale Asset” for the purposes of this clause 29.4) from Sun-Ex and the Solar Cell Owner, and other owners of solar cells used remaining in the Project Credit Enhancement Term (collectively “the Sellers”"Month Multiplier"). 29.4.1 If b. In the Buy event the Buy-Out Option is electedexercised prior to the Commencement Date, and the Tribe engages in gaming within six years after the Buy-Out Option is exercised, the purchase price (“Purchase Price”) Buy-Out Fee shall be determined and paid from the date such gaming commences, based on the Credit Enhancement Fee that would have been payable if the Buy-Out Option had not been exercised, subject to the adjustments provided below in this subparagraph b and in subparagraph c, and continuing to the end of the Sale Asset shall be equivalent second full year of operation and the recomputation of the Base Fee in accordance with subparagraph c, provided that in the event the amount of the Financing actually funded is less than $27,500,000 due to the purchase price at the proposed date of purchase as defined in in Schedule E (Buy Out Option Schedule). 29.4.2 The Buy Out Option shall be exercised by means of written notice from the Consumer to Sun-Ex. If the Consumer exercises the Buy Out Option, pursuant to notice given by Sun-Ex to the Sellers, a sale will automatically come into force and effect in terms of which the Consumer purchases the Sale Asset from the Sellers on the following terms and conditions: (i) a refusal of Lender to fund the resultant sale of the Sale Asset shall be on an “Loan solely as is” basis with the Seller providing no warranties in connection with the Sale Asset other than those which may apply automatically by operation a result of any applicable laws; failure or breach of Developer, or any other reason not under Tribe's control, that is not cured by Developer within 30 days after written notice to Developer, or (ii) Sunthe development and construction of the Project being permanently enjoined as a result of a court order arising from a Third-Ex Party Dispute that is final and non-appealable (the "Cessation Order"), and all amounts outstanding with respect to the Financing, including amounts owed to the Lender with respect to the Loan and the outstanding balance owing by Tribe to Developer under this Agreement, including outstanding Development Advances and accrued interest, have been paid in full no later than twelve (12) months following the entry of the Cessation Order, then in any such event the Credit Enhancement Fee percentage (20%) shall facilitate be reduced proportionally based on the ratio of the Financing actually funded to $27,500,000. For example, if the amount of the Financing that is actually funded prior to a Cessation Order is $13,750,000, the Credit Enhancement Fee percentage of 20% would be reduced by one-half to 10%. Nothing in this Section shall be construed as granting Developer any additional rights in the event this Agreement is terminated pursuant to Section 2.3 hereof. c. In the event the Buy-Out Option is exercised prior to the end of the second full year of operations during the Credit Enhancement Term, the Buy-Out Fee (subject to the adjustment provided in subparagraph d below) shall be computed following the completion of the second full year of operations of the Project or any successor to the Project to reflect the increased amount, if any, which would have been due if the Base Fee had been calculated on the basis of operating results for the Project or any successor Project during said second year. d. Notwithstanding anything in this Section 6.9 to the contrary, if the amount of the Financing that is actually funded exceeds $5,500,000, the Credit Enhancement Fee shall be increased by multiplying it by 100% plus any percentage by which the Gross Revenues for the immediately preceding 12-month period ("Base Period") have increased when compared to the 12-month period immediately preceding the Base Period (which total percentage multiplier shall be referred to as the "Adjustment Multiplier"), provided that if the Buy-Out Option is exercised before the end of the second full year of the Credit Enhancement Term, the Adjustment Multiplier shall be deemed to be 120%, and provided further that the Consumer Adjustment Multiplier shall make not exceed 120% under any circumstances. e. The Buy-Out Fee shall be paid in equal monthly installments of principal plus interest at the rate of twelve percent (12%) per annum, on the 15th day of each month, over a period of months equal to the Month Multiplier, shall be evidenced by a promissory note in the form of Exhibit "G" hereto and, subject to any enforceable Third Party Liens, shall be secured to the same extent as the Note. Tribe may prepay this amount at any time without penalty. In no event shall any payment on account of the Buy-Out Fee exceed fifty percent (50%) of Available Cash Flow. If such limitation is applicable, any payment actually made for such month shall first be treated as a payment of interest, with any balance applied against the Purchase Price in local currency free of principal payment which is otherwise due and owing, and with any deductionsunpaid interest treated as an addition to principal, set-off or other withholding whatsoever, by way of electronic transfer of immediately available and freely transferable funds into the Account. (iii) Once payment as of the Purchase Price has been deposited into payment date. Any amounts which are not paid when otherwise due as a result of this Available Cash Flow limitation shall be paid as soon as possible without violating such limitation, if and to the Account, Sun-Ex will distribute, within 30 (thirty) days extent that 50% of receipt Available Cash Flow for any subsequent month exceeds the amount payable therefor on account of the Purchase Price, less any Impositions and charges (including legal fees) into the Account, the Purchase Price to SunBuy-Ex and Solar Cell Owner, and other owners of solar cells used in the Project, according to Schedule E. Sun-Ex reserves the right to levy an administration charge associated with the management of the sale of the Sale Asset to the ConsumerOut Fee. (iv) Sun-Ex shall deliver to the Consumer the Sale Asset “as-is” by such means of constructive delivery as may be appropriate; (v) Sun-Ex shall deliver to the Consumer an invoice for the Purchase Price and all records of the Sale Asset’s operations and maintenance including any known defects and shall transfer any remaining manufacturer warranties on the Sale Asset or part thereof to the Consumer; and (vi) ownership of and all risk in and all benefit to the Sale Asset shall transfer to the Consumer upon payment of the Purchase Price to Sun-Ex.