Common use of Physical Delivery of Bloom Systems Clause in Contracts

Physical Delivery of Bloom Systems. (a) Physical Delivery of each Bloom System shall occur no more than [***] days after the issuance of the applicable Purchase Order. (b) Physical Delivery of each Bloom System shall be DDP (Incoterms 2010) to its Site, in accordance with the California Uniform Commercial Code then in effect. Title to each Bloom System shall pass to Buyer upon Seller’s Delivery of such Bloom System, and such title shall be good and marketable and free of all Liens, except for Permitted Liens. From and after Seller’s Delivery of each Bloom System to Buyer all risk of loss or damage to such Bloom System shall be borne by Buyer. [***] Confidential Treatment Requested (c) [***] (d) To the extent any Facility has not achieved Commencement of Operations within the earlier of (i) [***] months of the payment of the portion of Purchase Price set forth in Section 2.2(a)(i) for the final Bloom System to be incorporated into such Facility and (ii) the Funding Date Deadline, then Buyer shall have the ongoing right for the period from the end of that six-month period until the earlier of the date that such Facility has achieved Commencement of Operations and [***] days after the end of that [***] to elect that such Facility be removed from its Site and delivered to Seller at Seller’s expense in an AS IS condition and that Seller promptly (but in no event later than [***] days thereafter) (i) refund (x) to Holdco the portion of the Purchase Price paid by Investor, which amount shall not exceed the percentage of the Purchase Price of the applicable Facilities paid by Investor for such Facilities and (y) to Buyer the portion of the Purchase Price paid by Bloom Member, which amount shall not exceed the percentage of the Purchase Price of the applicable Facilities paid by Bloom Member for such Facilities, at which time title and risk of loss with respect to such Facility shall pass back to Seller, and (ii) restore that portion of the Site which was improved to accept the installation of such removed Facility.

Physical Delivery of Bloom Systems. (a) Physical Delivery of each Bloom System shall occur no more than [***] days after the issuance of the applicable Purchase Order. (b) Physical Delivery of each Bloom System shall be DDP (Incoterms 2010) to its Site, in accordance with the California New York Uniform Commercial Code then in effect. Title to each Bloom System shall pass to Buyer upon Seller’s Delivery of such Bloom System, and such title shall be good and marketable and free of all Liens, except for Permitted Liens. From and after Seller’s Delivery of each Bloom System to Buyer all risk of loss or damage to such Bloom System shall be borne by Buyer. [***] Confidential Treatment Requested. (c) [***] (d) To the extent any Facility has not achieved Commencement of Operations within the earlier of (i) [***] months of the payment of the portion of Purchase Price set forth in Section 2.2(a)(i) for the final Bloom System to be incorporated into such Facility and (ii) the Funding Date DeadlineMarch 31, 2014, then Buyer shall have the ongoing right for the period from the end of that six-[***] month period until the earlier of the date that such Facility has achieved Commencement of Operations and [***] days after the end of that [***] month period, to elect that each Bloom System to be incorporated into such Facility be removed from its Site and delivered to Seller at Seller’s expense in an AS IS condition and that Seller promptly (but in no event later than [***] days thereafter) (i) refund (x) to Holdco pay Buyer the portion excess of the Residual Value over the remaining Purchase Price to be paid by Investor, which amount shall not exceed the percentage of the Purchase Price of the applicable Facilities paid by Investor for such Facilities and (y) to Buyer the portion of the Purchase Price paid by that Bloom Member, which amount shall not exceed the percentage of the Purchase Price of the applicable Facilities paid by Bloom Member for such FacilitiesSystem in accordance with Section 2.2(a)(ii), at which time title and risk of loss with respect to such Facility Bloom System shall pass back to Seller, and (ii) restore that portion of the Site which was improved to accept the installation of such removed FacilityBloom System.

Physical Delivery of Bloom Systems. (a) Physical Delivery of each Bloom System shall occur no more than [***] sixty (60) days after the issuance of the applicable Purchase Order. (b) Physical Delivery of each Bloom System shall be DDP (Incoterms 2010) to its Site, in accordance with the California Uniform Commercial Code then in effect. Title to each Bloom System shall pass to Buyer upon Seller’s Delivery of such Bloom System, and such title shall be good and marketable and free of all Liens, except for Permitted Liensas provided in Section 2.2(h). From and after Seller’s Delivery of each Bloom System to Buyer all risk of loss or damage to such Bloom System shall be borne by Buyer. [***] Confidential Treatment Requested. (c) [***Reserved]. (d) To the extent any Facility has not achieved Commencement of Operations within the earlier of six (i6) [***] months of the payment of the portion of Purchase Price set forth in Section 2.2(a)(i) for the final Bloom System to be incorporated into such Facility and (ii) the Funding Date DeadlineJune 30, 2013, then Buyer shall have the ongoing right for the period from the end of that six-month period until the earlier of the date that such Facility has achieved Commencement of Operations and [***] ninety (90) days after the end of that [***] six-month period, to elect that each Bloom System to be incorporated into such Facility be removed from its Site and delivered to Seller at Seller’s expense in an AS IS condition and that Seller promptly (but in no event later than [***] thirty (30) days thereafter) (i) refund (x) to Holdco pay the portion Buyer the excess of the Purchase Price paid by Investor, which amount shall not exceed the percentage greater of (1) the Purchase Price of the applicable Facilities paid by Investor for such Facilities Bloom System and (y2) the then Fair Market Value of such Bloom System (as determined by the Appraisal Procedure if the Buyer and Seller cannot agree to Buyer such Fair Market Value within ten (10) days), over the portion of the remaining Purchase Price to be paid by for that Bloom Member, which amount shall not exceed the percentage of the Purchase Price of the applicable Facilities paid by Bloom Member for such FacilitiesSystem set forth in Section 2.2(a)(ii), at which time title and risk of loss with respect to such Facility Bloom System shall pass back to Seller, and (ii) restore that portion of the Site which was improved to accept the installation of such removed FacilityBloom System.

Physical Delivery of Bloom Systems. (a) Physical Delivery of each Bloom System shall occur no more than [***] sixty (60) days after the issuance of the applicable Purchase Order. (b) Physical Delivery of each Bloom System shall be DDP (Incoterms 2010) to its Site, in accordance with the California Uniform Commercial Code then in effect. Title to each Bloom System shall pass to Buyer upon Seller’s Delivery of such Bloom System, and such title shall be good and marketable and free of all Liens, except for Permitted Liens. From and after Seller’s Delivery of each Bloom System to Buyer all risk of loss or damage to such Bloom System shall be borne by Buyer. [***] Confidential Treatment Requested. (c) [***]Following the Funding Date Deadline, in the event that the average time (weighted on the basis of System Capacity) from Physical Delivery to achievement of Commencement of Operations of all Facilities included in the Portfolio exceeds sixty (60) days, then Seller shall, within sixty (60) days following the Funding Date Deadline, pay to the Buyer, or such other party as Seller and the Class A Members shall achieve a return equal to the 15-year internal rate of return as set forth in the Base Case Model (such amount, “Delay LDs”). For the calculation of such amount, all assumptions set forth in the Base Case Model will be unchanged from those used on the Execution Date, except to update the shipment schedule to reflect the actual dates of Physical Delivery and Commencement of Operations. (d) To the extent any Facility has not achieved Commencement of Operations within the earlier of (i) [***] six (6) months of the payment of the portion of Purchase Price set forth in Section 2.2(a)(i) for the final Bloom System to be incorporated into such Facility and (ii) the Funding Date Deadline, then Buyer shall have the ongoing right for the period from the end of that six-month period until the earlier of the date that such Facility has achieved Commencement of Operations and [***] ninety (90) days after the end of that [***] six-month period to elect that such Facility be removed from its Site and delivered to Seller at Seller’s expense in an AS IS condition and that Seller promptly (but in no event later than [***] thirty (30) days thereafter) (i) refund (x) to Holdco the portion of the Purchase Price paid by Investor, which amount shall not exceed the percentage of the Purchase Price of the applicable Facilities paid by Investor for such Facilities and (y) to Buyer the portion of the Purchase Price paid by Bloom Member, which amount shall not exceed the percentage of the Purchase Price of the applicable Facilities paid by Bloom Member for such Facilities, at which time title and risk of loss with respect to such Facility shall pass back to Seller, and (ii) restore that portion of the Site which was improved to accept the installation of such removed Facility.

Physical Delivery of Bloom Systems. (a) Physical Delivery of each Bloom System shall occur no more than [***] days after the issuance of the applicable Purchase Order. (b) Physical Delivery of each Bloom System shall be DDP (Incoterms 2010) to its Site, in accordance with the California Uniform Commercial Code then in effect. Title to each Bloom System shall pass to Buyer upon Seller’s Delivery of such Bloom System, and such title shall be good and marketable and free of all Liens, except for Permitted Liensas provided in Section 2.2(h). From and after Seller’s Delivery of each Bloom System to Buyer all risk of loss or damage to such Bloom System shall be borne by Buyer. [***] Confidential Treatment Requested. (c) [***Reserved]. (d) To the extent any Facility has not achieved Commencement of Operations within the earlier of (i) [***] months of the payment of the portion of Purchase Price set forth in Section 2.2(a)(i) for the final Bloom System to be incorporated into such Facility and (ii) the Funding Date DeadlineJune 30, 2013, then Buyer shall have the ongoing right for the period from the end of that six-month period until of (i) pay the earlier Buyer the excess of the date that greater of (1) the Purchase Price of the Bloom System and (2) the then Fair Market Value of such Facility has achieved Commencement of Operations Bloom System (as determined by the Appraisal Procedure if the Buyer and Seller cannot agree to such Fair Market Value within [***] days after days), over the end of that [***] to elect that such Facility be removed from its Site and delivered to Seller at Seller’s expense in an AS IS condition and that Seller promptly (but in no event later than [***] days thereafter) (i) refund (x) to Holdco the portion of the remaining Purchase Price to be paid by Investor, which amount shall not exceed the percentage of the Purchase Price of the applicable Facilities paid by Investor for such Facilities and (y) to Buyer the portion of the Purchase Price paid by that Bloom Member, which amount shall not exceed the percentage of the Purchase Price of the applicable Facilities paid by Bloom Member for such FacilitiesSystem set forth in Section 2.2(a)(ii), at which time title and risk of loss with respect to such Facility Bloom System shall pass back to Seller, and (ii) restore that portion of the Site which was improved to accept the installation of such removed FacilityBloom System.

Physical Delivery of Bloom Systems. (a) Physical Delivery of each Bloom System shall occur no more than [***] sixty (60) days after the issuance of the applicable Purchase Order. (b) Physical Delivery of each Bloom System shall be DDP (Incoterms 2010) to its Site, in accordance with the California New York Uniform Commercial Code then in effect. Title to each Bloom System shall pass to Buyer upon Seller’s Delivery of such Bloom System, and such title shall be good and marketable and free of all Liens, except for Permitted Liens. From and after Seller’s Delivery of each Bloom System to Buyer all risk of loss or damage to such Bloom System shall be borne by Buyer. [***] Confidential Treatment Requested. (c) [***] (d) To the extent any Facility has not achieved Commencement of Operations within the earlier of (i) [***] six (6) months of the payment of the portion of Purchase Price set forth in Section 2.2(a)(i) for the final Bloom System to be incorporated into such Facility and (ii) the Funding Date DeadlineMarch 31, 2014, then Buyer shall have the ongoing right for the period from the end of that six-month period until the earlier of the date that such Facility has achieved Commencement of Operations and [***] ninety (90) days after the end of that [***] six-month period, to elect that each Bloom System to be incorporated into such Facility be removed from its Site and delivered to Seller at Seller’s expense in an AS IS condition and that Seller promptly (but in no event later than [***] thirty (30) days thereafter) (i) refund (x) to Holdco pay Buyer the portion excess of the Residual Value over the remaining Purchase Price to be paid by Investor, which amount shall not exceed the percentage of the Purchase Price of the applicable Facilities paid by Investor for such Facilities and (y) to Buyer the portion of the Purchase Price paid by that Bloom Member, which amount shall not exceed the percentage of the Purchase Price of the applicable Facilities paid by Bloom Member for such FacilitiesSystem in accordance with Section 2.2(a)(ii), at which time title and risk of loss with respect to such Facility Bloom System shall pass back to Seller, and (ii) restore that portion of the Site which was improved to accept the installation of such removed FacilityBloom System.