Purchase of Generating Facility Sample Clauses

Purchase of Generating Facility. Provided no default of Purchaser shall have occurred and be continuing, Purchaser may purchase the Generating Facility no earlier than seventy-two (72) months from the Commercial Operation Date. If Purchaser elects to purchase the Generating Facility prior to the expiration of the Term, the purchase price shall be the greater of the then Fair Market Value or Buy Out Value set forth in Exhibit D. If Purchaser exercises the purchase option at the expiration of the Term, Power Provider shall, consistent with Government Code Section 5956.6, take whatever actions are necessary to transfer fee title ownership to Purchaser of the Generating Facility and all improvements placed by Power Provider on the Premises, at no charge to Purchaser, and free and clear from any lien or monetary encumbrance. Not less than ninety (90) days prior to the exercise of the purchase option, Purchaser shall provide written notice to Power Provider of Purchaser’s exercise thereof. Upon the exercise of the foregoing purchase option plus receipt of the then Fair Market Value or Buy Out Value, as applicable, and all other amounts then owing by Purchaser to Power Provider, the Parties will execute all documents necessary to cause title to the Generating Facility to pass to Purchaser as-is, where-is; provided, however, that Power Provider shall remove any encumbrances placed on the Generating Facility by Power Provider. The “Fair Market Value” of the Generating Facility shall be the value determined by the mutual agreement of Purchaser and Power Provider within ten (10) days of Purchaser’s termination notice pursuant to this Section 6. If Purchaser and Power Provider cannot mutually agree to a Fair Market Value, then the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to value such equipment. Such appraiser shall act reasonably and in good faith to determine the 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 Generating Facility will be transferred from Power Provider to Purchaser at Purchaser’s sole expense. If the Parties are unable to agree on the selection of an appraiser, such appraiser shall...