Common use of Purchase of an Existing Facility Clause in Contracts

Purchase of an Existing Facility. ‌ In the event sale of an existing facility is proposed by a Bidder, and if the facility is interconnected to PACE and commercially operable as of the bid response date, the Company will consider purchasing, owning and operating the facility. Any such purchase would be contingent on disclosure to the Company by the Bidder of all information regarding the facility that may be material to the Company’s decision to make the purchase, including without limitation all potential or existing claims or liabilities, on the Company’s completion of and satisfaction with the results of such due diligence inquiries that the Company may deem appropriate in its sole discretion, and on the transfer of good and marketable title to the Company by the Bidder, free and clear of any and all liens and encumbrances. Such inquiries may include, but will not be limited to, site inspections, interviews, audit of all applicable books, contracts, forecasts, and records, and/or an assessment of past, future, or potential environmental liabilities. In addition, any existing network or point-to-point transmission rights associated with the facility’s output must be released and reassigned to the Company, at the Company’s option. Such due diligence will be performed by qualified generation experts, who may be third-party legal and environmental experts and consultants satisfactory to the Company in its sole discretion, in addition to Company personnel. The Company reserves the right to no longer consider the resource, if in its sole discretion; it determines that there are aspects of the resource not in the best interest of the Company and its customers. The Company will require the following information outlined in Appendix C-4 to be provided by the Bidder in order to determine if the asset will be evaluated and the priorities of the evaluation. Existing power supply obligations associated with the facility, if any, shall not be assigned to the Company unless the Company, in its sole discretion, accepts such assignment. The Company’s aggregate “all-in” capital cost for the EPC resource shall include all payments to be made to the Bidder.

Purchase of an Existing Facility. ‌ In the event sale of an existing facility is proposed by a Bidder, and if the facility is interconnected to PACE and commercially operable as of the bid response date, the Company will consider purchasing, owning and operating the facility. Any such purchase would be contingent on disclosure to the Company by the Bidder of all information regarding the facility that may be material to the Company’s decision to make the purchase, including without limitation all potential or existing claims or liabilities, on the Company’s completion of and satisfaction with the results of such due diligence inquiries that the Company may deem appropriate in its sole discretion, and on the transfer of good and marketable title to the Company by the Bidder, free and clear of any and all liens and encumbrances. Such inquiries may include, but will not be limited to, site inspections, interviews, audit of all applicable books, contracts, forecasts, and records, and/or an assessment of past, future, or potential environmental liabilities. In addition, any existing network or point-to-point transmission rights associated with the facility’s output must be released and reassigned to the Company, at the Company’s option. Such due diligence will be performed by qualified generation experts, who may be third-third- party legal and environmental experts and consultants satisfactory to the Company in its sole discretion, in addition to Company personnel. The Company reserves the right to no longer consider the resource, if in its sole discretion; it determines that there are aspects of the resource not in the best interest of the Company and its customers. The Company will require the following information outlined in Appendix C-4 to be provided by the Bidder in order to determine if the asset will be evaluated and the priorities of the evaluation. The Company would own and operate the prospective facility following commercial operation but no later than June 2009. Existing power supply obligations associated with the facility, if any, shall not be assigned to the Company unless the Company, in its sole discretion, accepts such assignment. The Company’s aggregate “all-in” capital cost for the EPC resource shall not exceed $750/kW (based on the facility’s nominal rating). The “all-in” capital costs shall include all payments to be made to the Bidder.