Common use of End of Term Purchase of Leased Facility Clause in Contracts

End of Term Purchase of Leased Facility. If Lessee elects to purchase the Leased Facility, then effective as of the last day of the Base Term or a Renewal Term, as the case may be: (a) Lessee shall purchase all, but not less than all, of the Leased Facility at a price equal to the Fair Market Value, plus any Supplemental Rent then due; provided that such sum shall be reduced by an amount equal to the lesser of (i) the Fair Market Value of any Improvement not funded by Lessor or (ii) the net book value of such Improvement using straight-line depreciation; (b) Lessee shall pay Lessor on such date, in accordance with Lessor’s directions, an amount equal to the Fair Market Value (adjusted as provided in Section 12.3(a); provided, that (i) if the adjusted Fair Market Value is between 30% and 50% of the Approved Amount, Lessee shall pay such amount in 20 equal quarterly installments; and (ii) if the adjusted Fair Market Value is over 50% of the Approved Amount, Lessee shall pay such amount in 40 equal quarterly installments, in each case commencing on the last day of the Base Term or a Renewal Term, as applicable, together with interest on the amount outstanding from time to time at an annual rate equal to the Return on Capital Percentage; (c) Lessor shall transfer the Leased Facility on an “as is” and “where is” basis by an appropriate instrument of transfer in form and substance reasonably satisfactory to Lessee and prepared and recorded at Lessee’s expense; provided that such instrument of transfer shall not contain representations or warranties, express or implied, other than a warranty as to the authority to execute and deliver the instrument of transfer and as to the absence of Lessor’s Liens attributable to Lessor, the Member or the Lenders; (d) All Basic Rent or Renewal Rent, as the case may be, shall cease to accrue; (e) This Facility Lease shall terminate and Lessee shall cease to have any liability to Lessor with respect to the Leased Facility, except for obligations surviving pursuant to the express terms of this Facility Lease, provided that it shall be a condition of such termination that each of the Parties shall have performed their respective obligations pursuant to this Section 12.3; (f) To the extent permitted by applicable Law and the provisions of the applicable Authorizations, Lessor shall assign to Lessee all Authorizations that are in the name of Lessor and that are required to be obtained in connection with the ownership, use, operation or maintenance of the Leased Facility; (g) Lessor shall execute and deliver, and/or cause to be executed and delivered, all appropriate releases and other documents or instruments (and in such form) as Lessee may reasonably request to effect the foregoing and otherwise to release the Leased Facility from the terms of this Facility Lease, all of which shall be prepared, filed and, if appropriate, recorded at the cost and expense of Lessee; and (h) Lessor shall assign to Lessee, at Lessee’s cost and expense, all of Lessor’s right, title and interest, if any, in any Project Documents to which it is a party in accordance with Exhibit E.

End of Term Purchase of Leased Facility. If Lessee elects timely notifies Lessor in a Lessee Election Notice that it wishes to purchase the Leased FacilityFacility in accordance with Section 14.1(d) (provided that the PSCW determines or fails to timely determine that a renewal of this Facility Lease is not necessary in accordance with Wisconsin Stat. Section 196.52(9)(b)(8)(b)), then effective as of the last day of the Base Term or a the Renewal Term, as the case may be: (a) Lessee shall purchase all, but not less than all, of the Leased Facility at a price equal to the Fair Market ValueValue Purchase Price as most recently determined by the Independent Appraiser or the Early Renewal Appraiser, as the case may be, pursuant to Section 14.1(b) or Section 14.3(b), respectively, plus any Supplemental Rent then due; provided that such sum shall be reduced by an amount equal to the lesser of (i) the Fair Market Value of any Improvement not funded by Lessor or (ii) the net book value of such Improvement using straight-line depreciation; (b) Lessee shall pay Lessor on such date, in accordance with Lessor’s directions, an amount equal to the Fair Market Value (adjusted as provided in Section 12.3(a); provided, that (i) if the adjusted Fair Market Value is between 30% and 50% of the Approved Amount, Lessee shall pay such amount in 20 equal quarterly installments; and (ii) if the adjusted Fair Market Value is over 50% of the Approved Amount, Lessee shall pay such amount in 40 equal quarterly installments, in each case commencing on the last day of the Base Term or a Renewal Term, as applicable, together with interest on the amount outstanding from time to time at an annual rate equal to the Return on Capital Percentage; (c) Lessor shall transfer the Leased Facility on an “"as is” " and “"where is” " basis (by an appropriate instrument of transfer in form and substance reasonably satisfactory to Lessee and prepared and recorded at Lessee’s expense; (provided that such instrument of transfer shall not contain representations or warranties, express or implied, other than a representation and warranty as to the authority to execute and deliver the instrument of transfer and as to the absence of Lessor’s 's Liens attributable to Lessor, the Member or the LendersLenders and a representation and warranty that Lessor has authority to sell the Leased Facility) and prepared and recorded at Lessee's cost and expense) the Leased Facility to Lessee (or its designee); (dc) All all Basic Rent or Renewal Rent, as the case may be, for the Leased Facility shall cease to accrue; (ed) This this Facility Lease shall terminate and Lessee shall cease to have any liability to Lessor with respect to the Leased Facility, except for obligations surviving pursuant to the express terms of this Facility Lease, provided that it shall be a condition of such termination that each of the Parties shall have performed their respective obligations pursuant to this Section 12.314.4 and that Lessee shall pay, subject to Section 7.2(c), all amounts due which it is obligated to pay under this Facility Lease; (fe) To to the extent permitted by applicable Law and the provisions of the applicable AuthorizationsGovernment Approvals, Lessor shall shall, at Lessee's cost and expense, assign to Lessee all Authorizations Government Approvals that are in the name of Lessor and that are required to be obtained in connection with the ownership, use, operation or maintenance of the Leased Facility; (f) if Unit 2 is owned by Lessor and commercially operational, but is not leased to Lessee pursuant to the Port Washington II Facility Lease and/or operated by Lessee, then subject to Lessee's prior written request, the Parties shall enter into the Port Washington Operating Agreement; and (g) Lessor shall execute and deliver, and/or cause to be executed and delivered, all appropriate releases and other documents or instruments (and in such form) as Lessee may reasonably request to effect the foregoing and otherwise to release the Leased Facility from the terms of this Facility Lease, all of which shall be prepared, filed and, if appropriate, recorded at the cost and expense of Lessee; and (h) Lessor shall assign to Lessee, at Lessee’s cost and expense, all of Lessor’s right, title and interest, if any, in any Project Documents to which it is a party in accordance with Exhibit E..

End of Term Purchase of Leased Facility. If Lessee elects timely notifies Lessor in a Lessee Election Notice that it wishes to purchase the Leased FacilityFacility in accordance with Section 14.1(d) (provided that the PSCW determines or fails to timely determine that a renewal of this Facility Lease is not necessary in accordance with Wisconsin Stat. § 196.52(9)(b)(8)(b)), then effective as of the last day of the Base Term or a the Renewal Term, as the case may be: (a) Lessee shall purchase all, but not less than all, of the Leased Facility at a price equal to the Fair Market ValueValue Purchase Price as most recently determined by the Independent Appraiser or the Early Renewal Appraiser, as the case may be, pursuant to Section 14.1(b) or Section 14.3(b), respectively, plus any Supplemental Rent then due; provided that such sum shall be reduced by an amount equal to the lesser of (i) the Fair Market Value of any Improvement not funded by Lessor or (ii) the net book value of such Improvement using straight-line depreciation; (b) Lessee shall pay Lessor on such date, in accordance with Lessor’s directions, an amount equal to the Fair Market Value (adjusted as provided in Section 12.3(a); provided, that (i) if the adjusted Fair Market Value is between 30% and 50% of the Approved Amount, Lessee shall pay such amount in 20 equal quarterly installments; and (ii) if the adjusted Fair Market Value is over 50% of the Approved Amount, Lessee shall pay such amount in 40 equal quarterly installments, in each case commencing on the last day of the Base Term or a Renewal Term, as applicable, together with interest on the amount outstanding from time to time at an annual rate equal to the Return on Capital Percentage; (c) Lessor shall transfer the Leased Facility on an “as is” and “where is” basis (by an appropriate instrument of transfer in form and substance reasonably satisfactory to Lessee and prepared and recorded at Lessee’s expense; (provided that such instrument of transfer shall not contain representations or warranties, express or implied, other than a representation and warranty as to the authority to execute and deliver the instrument of transfer and as to the absence of Lessor’s Liens attributable to Lessor, the Member or the LendersLenders and a representation and warranty that Lessor has authority to sell the Leased Facility) and prepared and recorded at Lessee’s cost and expense) the Leased Facility to Lessee (or its designee); (dc) All all Basic Rent or Renewal Rent, as the case may be, for the Leased Facility shall cease to accrue; (ed) This this Facility Lease shall terminate and Lessee shall cease to have any liability to Lessor with respect to the Leased Facility, except for obligations surviving pursuant to the express terms of this Facility Lease, provided that it shall be a condition of such termination that each of the Parties shall have performed their respective obligations pursuant to this Section 12.314.4 and that Lessee shall pay, subject to Section 7.2(c), all amounts due which it is obligated to pay under this Facility Lease; (fe) To to the extent permitted by applicable Law and the provisions of the applicable AuthorizationsGovernment Approvals, Lessor shall shall, at Lessee’s cost and expense, assign to Lessee or its designee, as the case may be, all Authorizations that are of Lessor’s right, title and interest, if any, in the name of Lessor and all Government Approvals that are required to be obtained in connection with the ownership, use, operation or maintenance of the Leased Unit 2 Facility; (f) Lessor shall use commercially reasonable efforts to assign to Lessee, at Lessee’s cost and expense, certain of Lessor’s right, title and interest, if any, in any Project Documents to which it is a party (but only such right, title and interest which it has in its capacity as Lessor under such Project Documents) in accordance with Exhibit E; and (g) Lessor shall execute and deliver, and/or cause to be executed and delivered, all appropriate releases and other documents or instruments (and in such form) as Lessee may reasonably request to effect the foregoing and otherwise to release the Leased Facility from the terms of this Facility Lease, all of which shall be prepared, filed and, if appropriate, recorded at the cost and expense of Lessee; and (h) Lessor shall assign to Lessee, at Lessee’s cost and expense, all of Lessor’s right, title and interest, if any, in any Project Documents to which it is a party in accordance with Exhibit E..

End of Term Purchase of Leased Facility. If Lessee elects timely notifies Lessor in a Lessee Election Notice that it wishes to purchase the Leased FacilityFacility in accordance with Section 14.1(d) (provided that the PSCW determines or fails to timely determine that a renewal of this Facility Lease is not necessary in accordance with Wisconsin Stat. Section 196.52(9)(b)(8)(b)), then effective as of the last day of the Base Term or a the Renewal Term, as the case may be: (a) Lessee shall purchase all, but not less than all, of the Leased Facility at a price equal to the Fair Market ValueValue Purchase Price as most recently determined by the Independent Appraiser or the Early Renewal Appraiser, as the case may be, pursuant to Section 14.1(b) or Section 14.3(b), respectively, plus any Supplemental Rent then due; provided that such sum shall be reduced by an amount equal to the lesser of (i) the Fair Market Value of any Improvement not funded by Lessor or (ii) the net book value of such Improvement using straight-line depreciation; (b) Lessee shall pay Lessor on such date, in accordance with Lessor’s directions, an amount equal to the Fair Market Value (adjusted as provided in Section 12.3(a); provided, that (i) if the adjusted Fair Market Value is between 30% and 50% of the Approved Amount, Lessee shall pay such amount in 20 equal quarterly installments; and (ii) if the adjusted Fair Market Value is over 50% of the Approved Amount, Lessee shall pay such amount in 40 equal quarterly installments, in each case commencing on the last day of the Base Term or a Renewal Term, as applicable, together with interest on the amount outstanding from time to time at an annual rate equal to the Return on Capital Percentage; (c) Lessor shall transfer the Leased Facility on an “"as is” " and “"where is” " basis (by an appropriate instrument of transfer in form and substance reasonably satisfactory to Lessee and prepared and recorded at Lessee’s expense; (provided that such instrument of transfer shall not contain representations or warranties, express or implied, other than a representation and warranty as to the authority to execute and deliver the instrument of transfer and as to the absence of Lessor’s 's Liens attributable to Lessor, the Member or the LendersLenders and a representation and warranty that Lessor has authority to sell the Leased Facility) and prepared and recorded at Lessee's cost and expense) the Leased Facility to Lessee (or its designee); (dc) All all Basic Rent or Renewal Rent, as the case may be, for the Leased Facility shall cease to accrue; (ed) This this Facility Lease shall terminate and Lessee shall cease to have any liability to Lessor with respect to the Leased Facility, except for obligations surviving pursuant to the express terms of this Facility Lease, provided that it shall be a condition of such termination that each of the Parties shall have performed their respective obligations pursuant to this Section 12.314.4 and that Lessee shall pay, subject to Section 7.2(c), all amounts due which it is obligated to pay under this Facility Lease; (fe) To to the extent permitted by applicable Law and the provisions of the applicable AuthorizationsGovernment Approvals, Lessor shall shall, at Lessee's cost and expense, assign to Lessee all Authorizations Government Approvals that are in the name of Lessor and that are required to be obtained in connection with the ownership, use, operation or maintenance of the Leased Facility; (f) if Unit 1 is owned by Lessor and commercially operational, but is not leased to Lessee pursuant to the Port Washington I Facility Lease and/or operated by Lessee, then subject to Lessee's prior written request, the Parties shall enter into the Port Washington Operating Agreement; and (g) Lessor shall execute and deliver, and/or cause to be executed and delivered, all appropriate releases and other documents or instruments (and in such form) as Lessee may reasonably request to effect the foregoing and otherwise to release the Leased Facility from the terms of this Facility Lease, all of which shall be prepared, filed and, if appropriate, recorded at the cost and expense of Lessee; and (h) Lessor shall assign to Lessee, at Lessee’s cost and expense, all of Lessor’s right, title and interest, if any, in any Project Documents to which it is a party in accordance with Exhibit E..

End of Term Purchase of Leased Facility. If Lessee elects timely notifies Lessor in a Lessee Election Notice that it wishes to purchase the Leased FacilityFacility in accordance with Section 14.1(d) (provided that the PSCW determines or fails to timely determine that a renewal of this Facility Lease is not necessary in accordance with Wisconsin Stat. § 196.52(9)(b)(8)(b)), then effective as of the last day of the Base Term or a the Renewal Term, as the case may be: (a) Lessee shall purchase all, but not less than all, of the Leased Facility at a price equal to the Fair Market ValueValue Purchase Price as most recently determined by the Independent Appraiser or the Early Renewal Appraiser, as the case may be, pursuant to Section 14.1(b) or Section 14.3(b), respectively, plus any Supplemental Rent then due; provided that such sum shall be reduced by an amount equal to the lesser of (i) the Fair Market Value of any Improvement not funded by Lessor or (ii) the net book value of such Improvement using straight-line depreciation; (b) Lessee shall pay Lessor on such date, in accordance with Lessor’s directions, an amount equal to the Fair Market Value (adjusted as provided in Section 12.3(a); provided, that (i) if the adjusted Fair Market Value is between 30% and 50% of the Approved Amount, Lessee shall pay such amount in 20 equal quarterly installments; and (ii) if the adjusted Fair Market Value is over 50% of the Approved Amount, Lessee shall pay such amount in 40 equal quarterly installments, in each case commencing on the last day of the Base Term or a Renewal Term, as applicable, together with interest on the amount outstanding from time to time at an annual rate equal to the Return on Capital Percentage; (c) Lessor shall transfer the Leased Facility on an “as is” and “where is” basis (by an appropriate instrument of transfer in form and substance reasonably satisfactory to Lessee and prepared and recorded at Lessee’s expense; (provided that such instrument of transfer shall not contain representations or warranties, express or implied, other than a representation and warranty as to the authority to execute and deliver the instrument of transfer and as to the absence of Lessor’s Liens attributable to Lessor, the Member or the LendersLenders and a representation and warranty that Lessor has authority to sell the Leased Facility) and prepared and recorded at Lessee’s cost and expense) the Leased Facility to Lessee (or its designee); (dc) All all Basic Rent or Renewal Rent, as the case may be, for the Leased Facility shall cease to accrue; (ed) This this Facility Lease shall terminate and Lessee shall cease to have any liability to Lessor with respect to the Leased Facility, except for obligations surviving pursuant to the express terms of this Facility Lease, provided that it shall be a condition of such termination that each of the Parties shall have performed their respective obligations pursuant to this Section 12.314.4 and that Lessee shall pay, subject to Section 7.2(c), all amounts due which it is obligated to pay under this Facility Lease; (fe) To to the extent permitted by applicable Law and the provisions of the applicable AuthorizationsGovernment Approvals, Lessor shall shall, at Lessee’s cost and expense, assign to Lessee or its designee, as the case may be, all Authorizations that are of Lessor’s right, title and interest, if any, in the name of Lessor and all Government Approvals that are required to be obtained in connection with the ownership, use, operation or maintenance of the Leased Unit 1 Facility; (f) Lessor shall use commercially reasonable efforts to assign to Lessee, at Lessee’s cost and expense, certain of Lessor’s right, title and interest, if any, in any Project Documents to which it is a party (but only such right, title and interest which it has in its capacity as Lessor under such Project Documents) in accordance with Exhibit E; and (g) Lessor shall execute and deliver, and/or cause to be executed and delivered, all appropriate releases and other documents or instruments (and in such form) as Lessee may reasonably request to effect the foregoing and otherwise to release the Leased Facility from the terms of this Facility Lease, all of which shall be prepared, filed and, if appropriate, recorded at the cost and expense of Lessee; and (h) Lessor shall assign to Lessee, at Lessee’s cost and expense, all of Lessor’s right, title and interest, if any, in any Project Documents to which it is a party in accordance with Exhibit E..