Procedure to Determine Fair Market Value of the Facility. (a) If, at the conclusion of the Right of First Negotiation Period or the Exclusive Negotiation Period, or if the Parties have agreed to effectuate a sale of the Facility pursuant to Section 24.5 (Consolidation and Lease) and are unable to agree on the fair market value of the Facility, the Parties have not reached an agreement on the sale of the Facility to Company because the Parties cannot agree on the fair market value of the Facility, each of Company and Seller shall engage the services of an independent appraiser experienced in appraising power generation assets similar to the Facility to determine separately the fair market value of the Facility. Subject to the appraisers' execution and delivery to Seller of a suitable confidentiality agreement in form reasonably acceptable to Seller, Seller shall provide both appraisers full access to the books, records and other information related to the Facility required to conduct such appraisal. Company shall pay all reasonable fees and costs of both appraisers, subject to Section 3(c) of this Attachment P (Sale of Facility by Seller). Each of Company and Seller shall use reasonable efforts to cause its appraisal to be completed within two (2) months following the engagement of the independent appraisers. If for any reason (other than failure by Seller to provide full access to Company's appraiser) one of the appraisals is not completed within such two (2) month period, the results of the other, completed appraisal shall be deemed to be the Appraised Fair Market Value of the Facility. Each Party may provide to both appraisers (with copies to each other) a list of factors which the Parties suggest be taken into consideration when the appraisers generate their appraisals.
Appears in 4 contracts
Samples: Power Purchase Agreement, Power Purchase Agreement, Power Purchase Agreement
Procedure to Determine Fair Market Value of the Facility. (a) If, at the conclusion of the Right of First Negotiation Period or Period, the Exclusive Negotiation Period, or if the Parties have agreed period provided in Section 6(a) (Company's Option to effectuate a sale of the Facility pursuant Purchase Pursuant to Section 24.5 24.5(d)) of this Attachment P (Consolidation and LeaseSale of Facility by Seller) and are unable to agree on the fair market value of the Facility(as applicable), the Parties have not reached an agreement on the sale of the Facility to Company because the Parties cannot agree on the fair market value of the Facility, each of Company and Seller shall engage the services of an independent appraiser experienced in appraising power generation assets similar to the Facility to determine separately the fair market value of the Facility. Subject to the appraisers' execution and delivery to Seller of a suitable confidentiality agreement in form reasonably acceptable to Seller, Seller shall provide both appraisers full access to the books, records and other information related to the Facility required to conduct such appraisal. Company shall pay all reasonable fees and costs of both appraisers, subject to Section 3(c) of this Attachment P (Sale of Facility by Seller). Each of Company and Seller shall use reasonable efforts to cause its appraisal to be completed within two (2) months following the engagement of the independent appraisers. If for any reason (other than failure by Seller to provide full access to Company's appraiser) one of the appraisals is not completed within such two (2) month period, the results of the other, completed appraisal shall be deemed to be the Appraised Fair Market Value of the Facility. Each Party may provide to both appraisers (with copies to each other) a list of factors which the Parties suggest be taken into consideration when the appraisers generate their appraisals.
Appears in 1 contract
Samples: Power Purchase Agreement
