Common use of Transfer of Project Clause in Contracts

Transfer of Project. (a) When the Feed-in Approval Holder transfers all rights, title and interests in the Project and the Site (including the Access Rights) to the Distribution Licensee (or its nominees) pursuant to section D.2.1 or D.2.2 of this Appendix D, the transfer shall (to the extent practicable) include all of the Feed-in Approval Xxxxxx’s right, title and interest in: (i) all raw materials, consumables and spare parts; (ii) all tangible personal property; (iii) all buildings and fixtures; (iv) computerised and non-computerised records, reports, data, files and information; (v) all drawings, test results and operation and maintenance manuals; (vi) all warranties of equipment, materials and work; (vii) all contract rights and insurance policies; (viii) all work in progress under contracts with vendors, suppliers, contractors and subcontractors; (ix) all rights with respect to any insurance proceeds payable to or for the account of the Feed-in Approval Holder, but unpaid at the date of termination of this Agreement, in respect of the Feed-in Approval Xxxxxx’s right, title and interest in the Project; (x) all user rights, licences, sub-licences or other rights in respect of all patents, trade marks, registered designs, design rights, applications for any of the foregoing, copyrights, trade or business names, inventions, processes, know-how and other industrial property rights purported to be used or required by or in respect of the Renewable Energy Installation; and (xi) for the avoidance of doubt, the Renewable Energy Installation, the Interconnection Facilities, all plant, equipment and machinery including all power generation and transmission plant, equipment and machinery. (b) The Feed-in Approval Holder shall sign all assignments, agreements, licences, sub- licences and other documents in a form required by the Distribution Licensee and procure relevant third parties to sign such documents so as to transfer all rights, title and interest in the Project to the Distribution Licensee (or its nominees) free of encumbrances and the Feed-in Approval Holder shall take all reasonable steps and actions considered by the Distribution Licensee to be necessary or desirable to procure that these rights, title and interest in the Project are transferred to the Distribution Licensee (or its nominees) free of encumbrances. (c) Not later than the Financial Closing Date for the Initial Financing Documents, the Feed-in Approval Holder shall provide to the Distribution Licensee a hard copy of the Base Case Financial Model showing: (i) the principal amount of senior debt facilities to be provided by the Financing Parties as agreed in the Initial Financing Documents; (ii) the repayment or amortisation schedule of senior debt facilities to be provided by the Financing Parties as agreed in the Initial Financing Documents; (iii) the principal amount of the Sponsors Gross Equity Contribution to be committed by the Feed-in Approval Holder, its shareholders or their respective Affiliates as agreed with the Financing Parties in the Initial Financing Documents and the manner (including amounts of each tranche and the intervals at which the same is contributed) in which the Sponsors Gross Equity Contribution is contributed by the Feed-in Approval Holder, its shareholders or their respective Affiliates, as the case may be. (d) Not later than the Calculation Date, the Feed-in Approval Holder shall provide to the Auditor for verification, a statement setting out the following information as at the Calculation Date: (i) the actual outstanding principal amount of the senior debt facilities provided by the Financing Parties pursuant to the Financing Documents; (ii) the sum of all dividend, distribution, interest, profit, fee, premium, charges and other payments paid by the Feed-in Approval Holder in respect of the Sponsors Gross Equity Contribution; and

Transfer of Project. (a) When the Feed-in Approval Holder transfers all rights, title and interests in the Project and the Site (including the Access Rights) to the Distribution Licensee (or its nominees) pursuant to section D.2.1 or D.2.2 of this Appendix D, the transfer shall (to the extent practicable) include all of the Feed-in Approval Xxxxxx’s right, title and interest in: (i) all raw materials, consumables and spare parts; (ii) all tangible personal property; (iii) all buildings and fixtures; (iv) computerised and non-computerised records, reports, data, files and information; (v) all drawings, test results and operation and maintenance manuals; (vi) all warranties of equipment, materials and work; (vii) all contract rights and insurance policies; (viii) all work in progress under contracts with vendors, suppliers, contractors and subcontractors; (ix) all rights with respect to any insurance proceeds payable to or for the account of the Feed-in Approval Holder, but unpaid at the date of termination of this Agreement, in respect of the Feed-in Approval Xxxxxx’s right, title and interest in the Project; (x) all user rights, licences, sub-licences or other rights in respect of all patents, trade marks, registered designs, design rights, applications for any of the foregoing, copyrights, trade or business names, inventions, processes, know-how and other industrial property rights purported to be used or required by or in respect of the Renewable Energy Installation; (xi) all fuel stocks either on or off site or any fuel stocks purchased under forward purchase agreement or similar contracts for which the Feed-in Approval Holder has already paid or incurred payment obligations; and (xixii) for the avoidance of doubt, the Renewable Energy Installation, the Interconnection Facilities, all plant, equipment and machinery including all power generation and transmission plant, equipment and machinery. (b) The Feed-in Approval Holder shall sign all assignments, agreements, licences, sub- licences and other documents in a form required by the Distribution Licensee and procure relevant third parties to sign such documents so as to transfer all rights, title and interest in the Project to the Distribution Licensee (or its nominees) free of encumbrances and the Feed-in Approval Holder shall take all reasonable steps and actions considered by the Distribution Licensee to be necessary or desirable to procure that these rights, title and interest in the Project are transferred to the Distribution Licensee (or its nominees) free of encumbrances. (c) Not later than the Financial Closing Date for the Initial Financing Documents, the Feed-in Approval Holder shall provide to the Distribution Licensee a hard copy of the Base Case Financial Model showing: (i) the principal amount of senior debt facilities to be provided by the Financing Parties as agreed in the Initial Financing Documents; (ii) the repayment or amortisation schedule of senior debt facilities to be provided by the Financing Parties as agreed in the Initial Financing Documents; (iii) the principal amount of the Sponsors Gross Equity Contribution to be committed by the Feed-in Approval Holder, its shareholders or their respective Affiliates as agreed with the Financing Parties in the Initial Financing Documents and the manner (including amounts of each tranche and the intervals at which the same is contributed) in which the Sponsors Gross Equity Contribution is contributed by the Feed-in Approval Holder, its shareholders or their respective Affiliates, as the case may be. (d) Not later than the Calculation Date, the Feed-in Approval Holder shall provide to the Auditor for verification, a statement setting out the following information as at the Calculation Date: (i) the actual outstanding principal amount of the senior debt facilities provided by the Financing Parties pursuant to the Financing Documents; (ii) the sum of all dividend, distribution, interest, profit, fee, premium, charges and other payments paid by the Feed-in Approval Holder in respect of the Sponsors Gross Equity Contribution; and

Transfer of Project. (a) When the Feed-in Approval Holder transfers all rights, title and interests in the Project and the Site (including the Access Rights) to the Distribution Licensee (or its nominees) pursuant to section D.2.1 or D.2.2 of this Appendix D, the transfer shall (to the extent practicable) include all of the Feed-in Approval Xxxxxx’s right, title and interest in: (i) all raw materials, consumables and spare parts; (ii) all tangible personal property; (iii) all buildings and fixtures; (iv) computerised and non-computerised records, reports, data, files and information; (v) all drawings, test results and operation and maintenance manuals; (vi) all warranties of equipment, materials and work; (vii) all contract rights and insurance policies; (viii) all work in progress under contracts with vendors, suppliers, contractors and subcontractors; (ix) all rights with respect to any insurance proceeds payable to or for the account of the Feed-in Approval Holder, but unpaid at the date of termination of this Agreement, in respect of the Feed-in Approval Xxxxxx’s right, title and interest in the Project; (x) all user rights, licences, sub-licences or other rights in respect of all patents, trade marks, registered designs, design rights, applications for any of the foregoing, copyrights, trade or business names, inventions, processes, know-how and other industrial property rights purported to be used or required by or in respect of the Renewable Energy Installation; (xi) all fuel stocks either on or off site or any fuel stocks purchased under forward purchase agreement or similar contracts for which the Feed-in Approval Holder has already paid or incurred payment obligations; and (xixii) for the avoidance of doubt, the Renewable Energy Installation, the Interconnection Facilities, all plant, equipment and machinery including all power generation and transmission plant, equipment and machinery. (b) The Feed-in Approval Holder shall sign all assignments, agreements, licences, sub- licences and other documents in a form required by the Distribution Licensee and procure relevant third parties to sign such documents so as to transfer all rights, title and interest in the Project to the Distribution Licensee (or its nominees) free of encumbrances and the Feed-in Approval Holder shall take all reasonable steps and actions considered by the Distribution Licensee to be necessary or desirable to procure that these rights, title and interest in the Project are transferred to the Distribution Licensee (or its nominees) free of encumbrances. (c) Not later than the Financial Closing Date for the Initial Financing Documents, the Feed-in Approval Holder shall provide to the Distribution Licensee a hard copy of the Base Case Financial Model showing: (i) the principal amount of senior debt facilities to be provided by the Financing Parties as agreed in the Initial Financing Documents; (ii) the repayment or amortisation schedule of senior debt facilities to be provided by the Financing Parties as agreed in the Initial Financing Documents; (iii) the principal amount of the Sponsors Gross Equity Contribution to be committed by the Feed-in Approval Holder, its shareholders or their respective Affiliates as agreed with the Financing Parties in the Initial Financing Documents and the manner (including amounts of each tranche and the intervals at which the same is contributed) in which the Sponsors Gross Equity Contribution is contributed by the Feed-in Approval Holder, its shareholders or their respective Affiliates, as the case may be. (d) Not later than the Calculation Date, the Feed-in Approval Holder shall provide to the Auditor for verification, a statement setting out the following information as at the Calculation Date: (i) the actual outstanding principal amount of the senior debt facilities provided by the Financing Parties pursuant to the Financing Documents; (ii) the sum of all dividend, distribution, interest, profit, fee, premium, charges and other payments paid by the Feed-in Approval Holder in respect of the Sponsors Gross Equity Contribution; and

Transfer of Project. (a) When the Feed-in Approval Holder transfers all rights, title and interests in the Project and the Site (including the Access Rights) to the Distribution Licensee (or its nominees) pursuant to section D.2.1 or D.2.2 of this Appendix D, the transfer shall (to the extent practicable) include all of the Feed-in Approval XxxxxxHolder’s right, title and interest in: (i) all raw materials, consumables and spare parts; (ii) all tangible personal property; (iii) all buildings and fixtures; (iv) computerised and non-computerised records, reports, data, files and information; (v) all drawings, test results and operation and maintenance manuals; (vi) all warranties of equipment, materials and work; (vii) all contract rights and insurance policies; (viii) all work in progress under contracts with vendors, suppliers, contractors and subcontractors; (ix) all rights with respect to any insurance proceeds payable to or for the account of the Feed-in Approval Holder, but unpaid at the date of termination of this Agreement, in respect of the Feed-in Approval XxxxxxHolder’s right, title and interest in the Project; (x) all user rights, licences, sub-licences or other rights in respect of all patents, trade marks, registered designs, design rights, applications for any of the foregoing, copyrights, trade or business names, inventions, processes, know-how and other industrial property rights purported to be used or required by or in respect of the Renewable Energy Installation; (xi) all fuel stocks either on or off site or any fuel stocks purchased under forward purchase agreement or similar contracts for which the Feed-in Approval Holder has already paid or incurred payment obligations; and (xixii) for the avoidance of doubt, the Renewable Energy Installation, the Interconnection Facilities, all plant, equipment and machinery including all power generation and transmission plant, equipment and machinery. (b) The Feed-in Approval Holder shall sign all assignments, agreements, licences, sub- licences and other documents in a form required by the Distribution Licensee and procure relevant third parties to sign such documents so as to transfer all rights, title and interest in the Project to the Distribution Licensee (or its nominees) free of encumbrances and the Feed-in Approval Holder shall take all reasonable steps and actions considered by the Distribution Licensee to be necessary or desirable to procure that these rights, title and interest in the Project are transferred to the Distribution Licensee (or its nominees) free of encumbrances. (c) Not later than the Financial Closing Date for the Initial Financing Documents, the Feed-in Approval Holder shall provide to the Distribution Licensee a hard copy of the Base Case Financial Model showing: (i) the principal amount of senior debt facilities to be provided by the Financing Parties as agreed in the Initial Financing Documents; (ii) the repayment or amortisation schedule of senior debt facilities to be provided by the Financing Parties as agreed in the Initial Financing Documents; (iii) the principal amount of the Sponsors Gross Equity Contribution to be committed by the Feed-in Approval Holder, its shareholders or their respective Affiliates as agreed with the Financing Parties in the Initial Financing Documents and the manner (including amounts of each tranche and the intervals at which the same is contributed) in which the Sponsors Gross Equity Contribution is contributed by the Feed-in Approval Holder, its shareholders or their respective Affiliates, as the case may be. (d) Not later than the Calculation Date, the Feed-in Approval Holder shall provide to the Auditor for verification, a statement setting out the following information as at the Calculation Date: (i) the actual outstanding principal amount of the senior debt facilities provided by the Financing Parties pursuant to the Financing Documents; (ii) the sum of all dividend, distribution, interest, profit, fee, premium, charges and other payments paid by the Feed-in Approval Holder in respect of the Sponsors Gross Equity Contribution; and

Transfer of Project. (a) When the Feed-in Approval Holder transfers all rights, title and interests in the Project and the Site (including the Access Rights) to the Distribution Licensee (or its nominees) pursuant to section D.2.1 or D.2.2 of this Appendix D, the transfer shall (to the extent practicable) include all of the Feed-in Approval XxxxxxHolder’s right, title and interest in: (i) all raw materials, consumables and spare parts; (ii) all tangible personal property; (iii) all buildings and fixtures; (iv) computerised and non-computerised records, reports, data, files and information; (v) all drawings, test results and operation and maintenance manuals; (vi) all warranties of equipment, materials and work; (vii) all contract rights and insurance policies; (viii) all work in progress under contracts with vendors, suppliers, contractors and subcontractors; (ix) all rights with respect to any insurance proceeds payable to or for the account of the Feed-in Approval Holder, but unpaid at the date of termination of this Agreement, in respect of the Feed-in Approval XxxxxxHolder’s right, title and interest in the Project; (x) all user rights, licences, sub-licences or other rights in respect of all patents, trade marks, registered designs, design rights, applications for any of the foregoing, copyrights, trade or business names, inventions, processes, know-how and other industrial property rights purported to be used or required by or in respect of the Renewable Energy Installation; and (xi) for the avoidance of doubt, the Renewable Energy Installation, the Interconnection Facilities, all plant, equipment and machinery including all power generation and transmission plant, equipment and machinery. (b) The Feed-in Approval Holder shall sign all assignments, agreements, licences, sub- licences and other documents in a form required by the Distribution Licensee and procure relevant third parties to sign such documents so as to transfer all rights, title and interest in the Project to the Distribution Licensee (or its nominees) free of encumbrances and the Feed-in Approval Holder shall take all reasonable steps and actions considered by the Distribution Licensee to be necessary or desirable to procure that these rights, title and interest in the Project are transferred to the Distribution Licensee (or its nominees) free of encumbrances. (c) Not later than the Financial Closing Date for the Initial Financing Documents, the Feed-in Approval Holder shall provide to the Distribution Licensee a hard copy of the Base Case Financial Model showing: (i) the principal amount of senior debt facilities to be provided by the Financing Parties as agreed in the Initial Financing Documents; (ii) the repayment or amortisation schedule of senior debt facilities to be provided by the Financing Parties as agreed in the Initial Financing Documents; (iii) the principal amount of the Sponsors Gross Equity Contribution to be committed by the Feed-in Approval Holder, its shareholders or their respective Affiliates as agreed with the Financing Parties in the Initial Financing Documents and the manner (including amounts of each tranche and the intervals at which the same is contributed) in which the Sponsors Gross Equity Contribution is contributed by the Feed-in Approval Holder, its shareholders or their respective Affiliates, as the case may be. (d) Not later than the Calculation Date, the Feed-in Approval Holder shall provide to the Auditor for verification, a statement setting out the following information as at the Calculation Date: (i) the actual outstanding principal amount of the senior debt facilities provided by the Financing Parties pursuant to the Financing Documents; (ii) the sum of all dividend, distribution, interest, profit, fee, premium, charges and other payments paid by the Feed-in Approval Holder in respect of the Sponsors Gross Equity Contribution; and