Common use of Solicitation of Offers; Payments Upon Termination Clause in Contracts

Solicitation of Offers; Payments Upon Termination. (a) Upon receipt of a termination notice from the Lessee pursuant to Section 13.1, the Owner Lessor may, but shall be under no obligation to, sell the Owner Lessor's Leasehold Interest and, at the request of the Owner Lessor, the Lessee will, as non-exclusive agent for the Owner Lessor, use commercially reasonable efforts to obtain cash bids for the Owner Lessor's Leasehold Interest. In connection with such termination, the Lessee may, but shall be under no obligation to, make an offer to purchase the Owner Lessor's Leasehold Interest. Only bona fide bids, whether from the Lessee or a third party, to purchase the Owner Lessor's Leasehold Interest for cash on the Burdensome Termination Date on an "as is, where is" and "with all faults" basis without any representation, other than by the Owner Lessor as to the absence of Owner Lessor's Liens and a warranty of the Equity Investor as to the absence of Equity Investor's Liens, shall be "Qualifying Cash Bids". All the proceeds of any such sale shall be for the account of the Owner Lessor; provided that so long as the Lien of the Indenture shall not have been terminated and fully discharged, the proceeds of such sale shall be paid directly to or at the direction of the Indenture Trustee. The Owner Lessor shall be under no obligation to accept any Qualifying Cash Bid. If the Owner Lessor receives any Qualifying Cash Bids, the Owner Lessor shall be deemed to have accepted the highest such bid received by 10 Business Days prior to the Burdensome Termination Date unless the Owner Lessor rejects such bid and elects to retain the Owner Lessor's Leasehold Interest in writing prior to the earlier of (x) the expiration date of such bid and (y) the date at least 45 days prior to the Burdensome Termination Date.

Solicitation of Offers; Payments Upon Termination. (a) Upon receipt of a termination notice from the Lessee pursuant to Section 13.1, the Owner Lessor may, but shall be under no obligation to, sell the Owner Lessor's Leasehold Interest and, at the request of the Owner Lessor, the Lessee will, as non-exclusive agent for the Owner Lessor, use commercially reasonable efforts to obtain cash bids for the Owner Lessor's Leasehold Interest. In connection with such termination, the Lessee may, but shall be under no obligation to, make an offer to purchase the Owner Lessor's Leasehold InterestInterest and shall have a right of first refusal (pursuant to the terms and conditions set forth in Section 13.2 of the Participation Agreement, mutatis mutandis) with respect to any offer received from an unaffiliated third party (which may be exercised any time prior to the Burdensome Termination Date), in connection with such sale. Only bona fide bids, whether from the Lessee or a third party, to purchase the Owner Lessor's Leasehold Interest for cash on the Burdensome Termination Date on an "as is, where is" and "with all faults" basis without any representation, other than by the Owner Lessor as to the absence of Owner LessorTrustee's Liens attributable to the Owner Lessor and a warranty of the Equity Investor Owner Participant as to the absence of Equity InvestorOwner Participant's Liens, shall be "Qualifying Cash Bids". All the proceeds of any such sale shall be for the account of the Owner Lessor; provided that so long as the Lien of the Indenture shall not have been terminated and fully or discharged, the proceeds of such sale sale, other than any Excepted Payments, shall be paid directly to or at the direction of the Indenture Trustee. The Owner Lessor shall be under no obligation to accept any Qualifying Cash Bid. If the Owner Lessor receives any Qualifying Cash Bids, the Owner Lessor shall be deemed to have accepted the highest such bid received by the date which is 10 Business Days prior to the Burdensome Termination Date unless the Owner Lessor rejects such bid and elects to retain the Owner Lessor's Leasehold Interest in writing prior to the earlier of (xy) the expiration date of such bid and (yz) the date at least 45 days (15 days if the Lessee has given less than 60 days notice of its election to terminate pursuant to Section 13.1(a)) prior to the Burdensome Termination Date.

Solicitation of Offers; Payments Upon Termination. (a) Upon receipt of a termination notice from the Facility Lessee pursuant to Section 13.1, the Owner Lessor may, but shall be under no obligation to, sell the Owner Lessor's Leasehold Interest and, at the request of the Owner Lessor, the Facility Lessee will, as non-exclusive agent for the Owner Lessor, use commercially reasonable efforts to obtain cash bids for the Owner Lessor's Leasehold Interest. In connection with such termination, the Facility Lessee may, but shall be under no obligation to, make an offer to purchase the Owner Lessor's Leasehold Interest. Only bona fide bids, whether from Interest on the Lessee or a third party, to purchase Termination Date set forth in the Owner Lessor's Leasehold Interest termination notice for cash in an amount at least equal to the Termination Value for the Undivided Interest on the Burdensome such Termination Date Date, on an "as is", "where is" and "with all faults" basis without any representation, other than by the Owner Lessor as to that the absence Owner Lessor's Interest is free of Owner Lessor's Liens and a warranty of the Equity Investor Owner Participant as to the absence of Equity InvestorOwner Participant's Liens, Liens (any such offer by the Facility Lessee shall be a "Qualifying Cash BidsBid"). All If the proceeds of any such sale shall be for the account of Facility Lessee makes a Qualifying Cash Bid and the Owner Lessor; provided that so long as the Lien of the Indenture shall not have been terminated and fully dischargedLessor accepts such offer, the proceeds Facility Lessee shall pay the Owner Lessor on the Termination Date (a) the amount of such sale Qualifying Cash Bid plus (b) all amounts due and payable under Section 13.3 (but shall be paid directly to or at the direction of the Indenture Trustee. The Owner Lessor shall be under have no obligation to accept any Qualifying Cash Bidpay Termination Value). If the Owner Lessor receives any (x) rejects a Qualifying Cash BidsBid from the Facility Lessee, the Owner Lessor shall be deemed to have accepted the highest such bid received by 10 Business Days prior to the Burdensome Termination Date unless the Owner Lessor rejects such bid and (y) accepts an offer from a third party, or (z) elects to retain the Owner Lessor's Leasehold Interest Interest, the Facility Lessee shall pay to the Owner Lessor on the Termination Date all amounts due and payable under Section 13.3 (but shall have no obligation to pay Termination Value). Any transfer to a third party shall be subject to the Project Agreements. If, within 10 days of the Termination Date set forth in writing the notice of termination, the Owner Lessor does not (1) receive a Qualifying Cash Bid from the Facility Lessee, (2) accept an offer from a third party, or (3) elect to retain the Owner Lessor's Interest, this Facility Lease shall continue, the Facility Lessee will lose its right to terminate this Facility Lease for such burdensome event, and any and all rights that the Owner Lessor had immediately prior to the earlier receipt of the termination notice referred to in Section 13.1 above (xincluding any right to indemnification which may have given rise to such burdensome termination option) the expiration date of such bid shall remain in full force and (y) the date at least 45 days prior to the Burdensome Termination Dateeffect in all respects.