Common use of Purchase of ESS Clause in Contracts

Purchase of ESS. If Customer has not elected to renew the Storage Services Term in accordance with Section 10.3.4, Customer shall have the option to purchase the ESS by providing Provider written notice of its intent to purchase the ESS no later than one- hundred and eighty (180) days prior to the end of the Storage Services Term, and paying Provider the ESS Fair Market Value thereof no later than the Expiration Date. The “ESS Fair Market Value” of the ESS shall be the value determined by the mutual agreement of Customer and Provider within ten (10) days after receipt by Provider of Customer’s notice of its election to purchase the ESS. If Customer and Provider cannot mutually agree to an ESS Fair Market Value, then the Parties shall jointly select a nationally recognized independent appraiser with whom the parties have discussed methods and assumptions, with experience and expertise in the solar photovoltaic and energy storage industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the ESS Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding on the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. To the extent transferable, the remaining period, if any, on all warranties for the ESS will be transferred from Provider to Customer at Customer’s sole expense. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall be jointly selected by the appraiser firm proposed by the Customer and the appraiser firm proposed by the Provider. Upon receipt by Provider of payment of the ESS Fair Market Value, title to the ESS as well as available Environmental Financial Incentives from the ESS shall transfer to Customer as-is, where-is.