Common use of Purchase Option Upon Expiration Clause in Contracts

Purchase Option Upon Expiration. The Lessor may purchase the System upon the expiration of this Agreement, or any renewal term thereof, if the Agreement is still in effect on such date, at the System' fair market value on an installed and running, or going-concern basis, as determined pursuant to this Section (the “Fair Market Value”). The Lessor shall provide written notice to Lessee of the Lessor’s intent to exercise this purchase option, not less than ninety (90) days prior to the expiration date (or else the option shall automatically expire).‌ 7.2.1 Prior to exercising its rights under this section, the Lessor and its agents shall be permitted to inspect the System and all records relating to operation, maintenance and warranties applicable to the System. 7.2.2 Upon the Lessor’s payment of the Fair Market Value to Lessee pursuant to this Section and Lessee’s execution and delivery to the Lessor of a xxxx of sale for the System: (a) title to the System shall pass to Lessor, free and clear of any liens and encumbrances, and without warranties of any kind except as to title, (b) the remaining period on all third party warranties for the System, to the extent transferable, will be transferred to the Lessor, (c) as between Lessee and the Lessor, all right, title and interest in and to the Environmental Attributes related to the System arising on and after such date of payment shall accrue to the benefit of or vest in the Lessor or, if applicable, Lessee shall assign to the Lessor rights under any forward sale contract related to such Environmental Attributes as may be in effect as of the date of such payment, if any, but in any case Lessee shall execute and deliver to the Lessor such documentation as may be commercially reasonable to effect such transfer or assignment, and (d) this Agreement shall terminate. If the Fair Market Value has not been paid to Lessee by the Expiration Date, then Lessee shall retain title to the System and remove it from the Premises pursuant to Section 6.8. If the Fair Market Value has not been determined by the expiration date, the Term shall be automatically extended until the date thirty (30) days after such determination has been made, on which date payment of the Fair Market Value to Lessee shall be due, unless Lessee consents to a further extension, or else Lessee shall retain title to the System and remove the System from the Premises pursuant to Section 6.8. 7.2.3 The Fair Market Value shall be determined by the mutual agreement of the Lessor and the Lessee within ten (10) days of the Lessor’s provision of notice to Lessee regarding its intent to exercise its purchase option pursuant to this Section (or pursuant to Section 7.1). If the Lessor and Lessee cannot agree upon the Fair Market Value, then Lessee shall submit to the Lessor the names, qualifications and price proposals of at least three nationally recognized independent appraisers with experience and expertise in the solar electric power industry, and the Lessor shall designate among such names the appraiser to value the System. 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 Lessor may elect, within ten (10) business days of the appraiser’s determination of Fair Market Value, to withdraw its exercise of its purchase option pursuant to Section 7.2. In the case of the Lessor’s withdrawal of its election to purchase the System under Section 7.2, this Agreement will continue in full force and effect. Subject to the Lessor’s right to withdraw its election to purchase the System as set forth in this Section, 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.

Purchase Option Upon Expiration. The Lessor Host may purchase the System upon on the expiration of this Agreement, or any renewal term thereofExpiration Date, if the Agreement is still in effect on such date, at the System' ’ fair market value on an installed and runningandrunning, or going-concern basis, as determined pursuant to this Section (the “Fair Market Value”); provided, that there is no Host Default occurring at such time. The Lessor Host shall provide written notice to Lessee Nexamp of the LessorHost’s intent to exercise this purchase option, exercisable on the Expiration Date, not less than ninety thanninety (90) days prior to the expiration date Expiration Date (or else the option shall automatically expire).‌ 7.2.1 expire). Prior to exercising its rights under this section, the Lessor Host and its agents shall be permitted to inspect the System and all records relating to operation, maintenance and warranties applicable to the System. 7.2.2 . Upon the LessorHost’s payment of the Fair Market Value to Lessee pursuant to Nexamp pursuantto this Section and LesseeNexamp’s execution and delivery to the Lessor Host of a xxxx of bixx xf sale for the System: (a) title to the System shall pass to LessorHost, free and clear of any liens and encumbrances, and without warranties of any kind except as to title, (b) the remaining period on all third party warranties for the System, to the extent transferable, will be transferred to the LessorHost, (c) as between Lessee Nexamp and the LessorHost, all right, title and interest in and to the Environmental Attributes related to the System arising on and after such date of payment shall accrue to the benefit of or vest in the Lessor orHostor, if applicable, Lessee Nexamp shall assign to the Lessor rights Hostrights under any forward sale contract related to such Environmental Attributes as may be in effect as of the ofthe date of such payment, if anyifany, but in any case Lessee anycase Nexamp shall execute and deliver to the Lessor Host such documentation as may be commercially reasonable to effect such transfer or assignment, and (d) this Agreement shall terminate. If the Fair Market FairMarket Value has not been paid to Lessee paidto Nexamp by the Expiration Date, then Lessee Nexamp shall retain title to the System and remove it them from the Premises Site pursuant to Section 6.82.5. If the Fair Market Value has not been determined by the expiration dateExpiration Date, the Term shall Termshall be automatically extended until the date thirty (30) days after such determination has been madebeenmade, on which date whichdate payment of the Fair Market FairMarket Value to Lessee Nexamp shall be due, unless Lessee Nexamp consents to a further extension, or 9 B3708776.6 else Lessee Nexamp shall retain title to the System and remove the removethe System from the Premises Site pursuant to Section 6.8. 7.2.3 2.5. The Fair Market Value shall be determined by the mutual agreement of the Lessor Host and the Lessee Nexamp within ten (10) days of the LessorHost’s provision of notice to Lessee Nexamp regarding its intent to exercise its purchase option pursuant to this Section (or pursuant orpursuant to Section 7.12.2). If the Lessor Host and Lessee Nexamp cannot agree upon agreeupon the Fair Market FairMarket Value, then Lessee Nexamp shall submit to the Lessor Host the names, qualifications and price proposals of at least three nationally recognized independent appraisers with experience and expertise in the solar electric power industry, and the Lessor Host shall designate among such names the appraiser to value the valuethe System. 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 Lessor Host may elect, within ten (10) business days of the appraiser’s determination of Fair Market Value, to withdraw its exercise of its purchase option pursuant to Section 7.22.2. In the case of the LessorHost’s withdrawal of its election to purchase the System under Section 7.22.2, this Agreement will continue in full force and effecteffect for the remainder of the Term. After Host withdraws its election to purchase the System under Section 2.2 for the fifth time, Host shall be deemed to have waived and forfeited in its entirety any further right to purchase the System under Section 2.2 for the remainder ofthe Term. Host may elect, within one hundred twenty (120) business days of the appraiser’s determination of FairMarket Value, to withdraw its exercise of its purchase option pursuant to this Section 2.4. In the case of Host’s withdrawal of its election to purchase the System under this Section 2.4, the terms of Section 2.5 shall apply. Subject to the LessorHost’s right to withdraw its election to purchase the System as set forth in this SectionSection 2.4, 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; provided that Host shall bear the cost of any appraisal in the event Host withdraws its election to purchase the System. 2.5 Removal of System at Expiration or Termination. Following an expiration or earlier termination of this Agreement according to its terms in which Host does not exercise its right to purchase the System pursuant to Section 2.4, Nexamp shall, at Nexamp’s sole cost and expense, remove all of the tangible property comprising the System, including all structures built by Nexamp including, but not limited to, any fencing and/or barriers to secure the System and any System mounting and other support structures, from the Site in accordance with the terms ofthis Agreement on amutually convenient date not later than sixty (60) days after such expiration or termination and shall return each License Area to the same condition as it was in on the Effective Date except for any reasonable use and wear or damage by casualty or eminent domain and Nexamp shall repair any damage it causes in connection with such removal not related to ordinary use andwear. Not later than sixty (60) days after Nexamp ‘5 removal of the System is completed, Host shall return to Nexamp the full amount ofthe Decommissioning Assurance, including any interest accrued thereon from the Effective Date. The provisions of this Section 2.5 and Host’s covenants pursuant to Sections 4.1 and 9.2 shall survive expiration or termination of this Agreement until the actual removal of the System has been completed hereunder. IfNexamp fails to remove or commence substantial efforts to remove the System within sixty (60) days of the Expiration Date or of the date that the Agreement terminates pursuantto Section 12.2, Host has not purchased the System as permitted hereunder and the System is not operable, Host shall have right, at its option, to remove the System and restore each License Area to its original condition (other than ordinary wear andtear) and Nexamp shall reimburseHost for its reasonable out of pocket costs and expenses incurred by Host in removing and storing the System, and in restoring each License Area. IfNexamp fails to reimburse Host for such reasonable costs and expenses incurred in removing and storing the System within sixty (60) days of its completion of such removal and storage, Nexamp shall be deemed to have abandoned the System and Host shall 10 B3708776.6 have the right to sell the System (and Nexamp hereby appoints Host as its agent for such purposes in such circumstances) for its scrap value and to retain the proceeds of such sale to the extent of Host’s costs and expenses, with any excess proceeds to be delivered to Nexamp within sixty (60) days of such a sale. In addition, ifNexamp has so abandoned the System, Host shall be permitted to retain the full amount of the Decommissioning Assurance, including any interest accrued thereon from the Effective Date, as compensation for its costs and expenses incurred in connection with its removal, storage and sale of the System without any setoff against the amount it may recoup from sale proceeds. In its removal of the System, Nexamp shall employ due care in accordance with prudent solar industry practice and in accordance with Applicable Law and~shall repair any damage caused by its activities in removing the System, absent ordinary use and wear. Nexamp shall leave each License Area in neat and clean order. Anyremoval ofNexamp ‘s System by Nexamp shall be performed by a certified and licensed contractor and shall be completed without damage or destruction to any other equipment or structures within each License Area, absent ordinary wear and tear. Nexamp agrees to coordinate with Host for the removal of the System. Host may perform any necessary repairs to its roof at each License Area not performed by Nexamp necessary to remedy damage caused to a License Area by Nexamp in its removal of the System other than ordinary use andwear. Nexamp shall payto Host its reasonable out ofpocket costs in performing such repairs, whichamounts shall be due within ten (10) days of delivery to Nexamp of a written itemizedinvoice evidencing such amounts.

Purchase Option Upon Expiration. The Lessor Host may purchase the System upon on the expiration of this Agreement, or any renewal term thereofExpiration Date, if the Agreement is still in effect on such date, at the System' ’s fair market value on an installed and running, or going-concern basis, as determined pursuant to this Section (the “Fair Market Value”); provided, that no Host Default has occurred and is continuing at such time. The Lessor Host shall provide written notice to Lessee System Owner of the LessorHost’s intent to exercise this purchase option, exercisable on the then applicable Expiration Date, not less than ninety (90) days prior to the expiration date Expiration Date (or else the option shall automatically expire).‌ 7.2.1 Prior expire with respect to exercising its rights under this section, the Lessor and its agents shall be permitted to inspect the System and all records relating to operation, maintenance and warranties applicable to the System. 7.2.2 such Expiration Date only). Upon the LessorHost’s payment of the Fair Market Value to Lessee System Owner pursuant to this Section and Lessee’s execution and delivery to the Lessor of a xxxx of sale for the SystemSection: (a) title to the System shall pass to LessorHost, free and clear of any liens and encumbrances, and without warranties of any kind except as to title, (b) the remaining period on all third party warranties for the System, to the extent transferable, will be transferred to the LessorHost, (c) as between Lessee and the Lessor, all right, right title and interest in and to the Environmental Attributes related SRECs created with respect to generation of electricity from the System arising on and after such the date of such payment shall accrue to the benefit of or vest and be vested in the Lessor or, if applicable, Lessee shall assign to the Lessor rights under any forward sale contract related to such Environmental Attributes as may be in effect as of the date of such payment, if any, but in any case Lessee shall execute and deliver to the Lessor such documentation as may be commercially reasonable to effect such transfer or assignmentHost, and (d) this Agreement shall terminate. If the Fair Market Value has not been paid to Lessee System Owner by the Expiration Date, then Lessee System Owner shall retain title to the System and remove it from the Premises pursuant to Section 6.8System. If the Fair Market Value has not been determined by the expiration dateExpiration Date, the Term shall be automatically extended until the date thirty (30) days after such determination has been made, on which date payment of the Fair Market Value to Lessee System Owner shall be due, unless Lessee consents to a further extension, due or else Lessee System Owner shall retain title to the System and remove the System from the Premises pursuant to Section 6.8. 7.2.3 System. The Fair Market Value shall be determined by the mutual agreement of the Lessor Host and the Lessee System Owner within ten (10) days of the LessorHost’s provision of notice to Lessee System Owner regarding its intent to exercise its purchase option pursuant to this Section (or pursuant to Section 7.1)2.2. If the Lessor Host and Lessee System Owner cannot agree upon the Fair Market Value, then Lessee System Owner shall submit select, subject to the Lessor the namesHost’s reasonable consent, qualifications and price proposals of at least three which consent shall not be unreasonably withheld or delayed, a nationally recognized independent appraisers appraiser with experience and expertise in the solar electric power industry, and the Lessor shall designate among such names the appraiser industry to value the System. 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 Lessor Host may elect, within ten thirty (1030) business days of the appraiser’s determination of Fair Market Value, to withdraw its exercise of its purchase option pursuant to Section 7.22.2 or this Section 2.4. In the case of the LessorHost’s withdrawal of its election to purchase the System under Section 7.22.2, this Agreement will continue in full force and effecteffect for the remainder of the then applicable Term. Subject to the LessorHost’s right to withdraw its election to purchase the System as set forth in this SectionSection 2.4, 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.