Common use of Construction Delay Clause in Contracts

Construction Delay. (a) The Parties intend that SB Oils will have the Initial Plant operational by *. If Mechanical Completion of the Initial Plant has not been accomplished by * due to an act or omission of a member of the Bunge Group, then within forty-five (45) days of *, Solazyme, Inc. may send a notice (such notice or the notice contemplated by the next sentence being a “Section 8.3(a) Notice”) to BGI. If Mechanical Completion of the Initial Plant has not been accomplished by * other than due to an act or omission of a member of the Bunge Group, or if a force majeure event causes the construction of the Initial Plant to be substantially halted for at least *, then within forty-five (45) days after the triggering event (either *, or * of substantial halt to construction), (i) BGI may send a Section 8.3(a) Notice to Solazyme, Inc. and if BGI does not send a timely Section 8.3(a) Notice, (ii) Solazyme, Inc. may, within thirty (30) days of the end of such 45-day notice period, send to BGI a notice (a “Section 8.3(a)(ii) Notice”) that it elects to terminate this Agreement and the Company will be dissolved, subject to BGI’s rights under Section 8.3(d). (b) Within forty-five (45) days after sending or receiving a Section 8.3(a) Notice, Solazyme, Inc. may send a notice (a “Section 8.3(b) Notice”) to BGI that states that Solazyme, Inc. (or another member of the Solazyme Group) intends to continue to build the Initial Plant on its own (or with Third Parties). If Solazyme fails to send a Section 8.3(b) Notice within such 45-day period, then Solazyme, Inc. will have no further rights pursuant to this Section 8.3 and the Company will be dissolved, subject to BGI’s rights under Section 8.3(d). (c) If Solazyme, Inc. timely delivers a Section 8.3(b) Notice to BGI, then for thirty (30) days after delivery of the Section 8.3(b) Notice Solazyme, Inc. and BGI shall negotiate the terms of purchase by Solazyme, Inc. (or its designee), at fair market value, of Bunge Netherlands’ Percentage Interest in the Company. If the parties reach mutual agreement on such terms, Solazyme, Inc. (or its designee) shall purchase Bunge Netherland’s Percentage Interest in the Company as agreed. If the parties do not reach agreement by the end of the 30-day negotiation period, Solazyme, Inc. shall cause an appraisal of ▇▇▇▇▇ Netherlands’ Percentage Interest in the Company to be conducted to determine its fair market value in accordance with Section 9.2. Within ten (10) days after receipt of such appraisal, Solazyme, Inc. shall give notice (a “Section 8.3(c) Notice”) to Bunge Netherlands as to whether it elects to continue with the buy-out or to dissolve the Company. If Solazyme, Inc. delivers a timely Section 8.3(c) Notice electing to continue with the buy-out, Solazyme, Inc. (or its designee) shall buy all of ▇▇▇▇▇ Netherlands’ Percentage Interest in the Company as soon as practicable, and in any event shall pay to ▇▇▇▇▇ Netherlands the buy-out price set forth in the appraisal within sixty (60) days of receipt of the appraiser(s)’ determination, and upon the consummation of such acquisition Subsections (i) – (v) and (vii) – (ix) of Section 9.1(d) will apply and the Bunge Development Agreement will terminate. If Solazyme, Inc. delivers a timely Section 8.3(c) Notice electing to dissolve the Company or fails to deliver a Section 8.3(c) Notice within such 10-day period, the Company will be dissolved, subject to BGI’s rights under Section 8.3(d). (d) If Solazyme, Inc. has (i) delivered a Section 8.3(a)(ii) Notice within the 30-day period described in Section 8.3(a)(ii), (ii) failed to deliver a Section 8.3(b) Notice within the 45-day period described in the last sentence of Section 8.3(b), (iii) delivered a timely Section 8.3(c) Notice electing to dissolve the Company or (iv) failed to deliver a Section 8.3(c) Notice within the 10-day period described in the last sentence of Section 8.3(c), then within * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. forty-five (45) days after such event BGI may send a notice (a “Section 8.3(d) Notice”) to Solazyme, Inc. that states that BGI will buy the assets of the JV Companies for their fair market value. For thirty (30) days after delivery of a Section 8.3(d) Notice, BGI and the Company (or its liquidator, as applicable) shall negotiate the terms of purchase by BGI (or its designee), at fair market value, of all (but not part) of the assets of the JV Companies. If the parties reach mutual agreement on such terms, BGI (or its designee) shall purchase all of the assets of the JV Companies as agreed. If the parties do not reach agreement by the end of the 30-day negotiation period, BGI shall cause an appraisal of the assets of the JV Companies to be conducted to determine their fair market value in accordance with Section 9.2; provided, however, that such appraisal will be based, in part, upon any appraisal already completed pursuant to Section 8.3(c), if applicable. Within ten (10) days after receipt of such appraisal, BGI shall give notice to the Company (or its liquidator, as applicable) as to whether it elects to continue to purchase the assets. If BGI delivers a timely notice electing to continue with the purchase, BGI (or its designee) shall buy all of the assets of the JV Companies as soon as practicable, and in any event shall pay to the Company (or its liquidator, as applicable) the buy-out price set forth in the appraisal within sixty (60) days of receipt of the appraiser(s)’ determination. Upon consummation of BGI’s purchase of the assets of the JV Companies pursuant to this Section 8.3(d), this Agreement shall terminate and the Company shall be dissolved. If BGI fails to send such a notice within such 10-day period, then BGI will have no further rights pursuant to this Section 8.3. This Agreement will terminate and the Company will be dissolved upon the date that (A) the 45-day period expires if BGI has failed to send a Section 8.3(d) Notice, (B) BGI notifies Solazyme, Inc. during such 45-day period that it will not send a Section 8.3(d) Notice, or (C) the 10-day period expires if BGI has failed to send the notice contemplated by the preceding sentence in this Section 8.3(d).

Construction Delay. (a) The Parties intend that SB Oils will have the Initial Plant operational by *. If Mechanical Completion of the Initial Plant has not been accomplished by * due to an act or omission of a member of the Bunge Group, then within forty-five (45) days of *, Solazyme, Inc. may send a notice (such notice or the notice contemplated by the next sentence being a “Section 8.3(a) Notice”) to BGI. If Mechanical Completion of the Initial Plant has not been accomplished by * other than due to an act or omission of a member of the Bunge Group, or if a force majeure event causes the construction of the Initial Plant to be substantially halted for at least *, then within forty-five (45) days after the triggering event (either *, or * of substantial halt to construction), (i) BGI may send a Section 8.3(a) Notice to Solazyme, Inc. and if BGI does not send a timely Section 8.3(a) Notice, (ii) Solazyme, Inc. may, within thirty (30) days of the end of such 45-day notice period, send to BGI a notice (a “Section 8.3(a)(ii) Notice”) that it elects to terminate this Agreement and the Company will be dissolved, subject to BGI’s rights under Section 8.3(d). (b) Within forty-five (45) days after sending or receiving a Section 8.3(a) Notice, Solazyme, Inc. may send a notice (a “Section 8.3(b) Notice”) to BGI that states that Solazyme, Inc. (or another member of the Solazyme Group) intends to continue to build the Initial Plant on its own (or with Third Parties). If Solazyme fails to send a Section 8.3(b) Notice within such 45-day period, then Solazyme, Inc. will have no further rights pursuant to this Section 8.3 and the Company will be dissolved, subject to BGI’s rights under Section 8.3(d). (c) If Solazyme, Inc. timely delivers a Section 8.3(b) Notice to BGI, then for thirty (30) days after delivery of the Section 8.3(b) Notice Solazyme, Inc. and BGI shall negotiate the terms of purchase by Solazyme, Inc. (or its designee), at fair market value, of Bunge ▇▇▇▇▇ Netherlands’ Percentage Interest in the Company. If the parties reach mutual agreement on such terms, Solazyme, Inc. (or its designee) shall purchase Bunge Netherland’s Percentage Interest in the Company as agreed. If the parties do not reach agreement by the end of the 30-day negotiation period, Solazyme, Inc. shall cause an appraisal of ▇▇▇▇▇ Bunge Netherlands’ Percentage Interest in the Company to be conducted to determine its fair market value in accordance with Section 9.2. Within ten (10) days after receipt of such appraisal, Solazyme, Inc. shall give notice (a “Section 8.3(c) Notice”) to Bunge ▇▇▇▇▇ Netherlands as to whether it elects to continue with the buy-out or to dissolve the Company. If Solazyme, Inc. delivers a timely Section 8.3(c) Notice electing to continue with the buy-out, Solazyme, Inc. (or its designee) shall buy all of ▇▇▇▇▇ Netherlands’ Percentage Interest in the Company as soon as practicable, and in any event shall pay to ▇▇▇▇▇ Bunge Netherlands the buy-out price set forth in the appraisal within sixty (60) days of receipt of the appraiser(s)’ determination, and upon the consummation of such acquisition Subsections (i) – (v) and (vii) – (ix) of Section 9.1(d) will apply and the Bunge Development Agreement will terminate. If Solazyme, Inc. delivers a timely Section 8.3(c) Notice electing to dissolve the Company or fails to deliver a Section 8.3(c) Notice within such 10-day period, the Company will be dissolved, subject to BGI’s rights under Section 8.3(d). (d) If Solazyme, Inc. has (i) delivered a Section 8.3(a)(ii) Notice within the 30-day period described in Section 8.3(a)(ii), (ii) failed to deliver a Section 8.3(b) Notice within the 45-day period described in the last sentence of Section 8.3(b), (iii) delivered a timely Section 8.3(c) Notice electing to dissolve the Company or (iv) failed to deliver a Section 8.3(c) Notice within the 10-day period described in the last sentence of Section 8.3(c), then within * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. forty-five (45) days after such event BGI may send a notice (a “Section 8.3(d) Notice”) to Solazyme, Inc. that states that BGI will buy the assets of the JV Companies for their fair market value. For thirty (30) days after delivery of a Section 8.3(d) Notice, BGI and the Company (or its liquidator, as applicable) shall negotiate the terms of purchase by BGI (or its designee), at fair market value, of all (but not part) of the assets of the JV Companies. If the parties reach mutual agreement on such terms, BGI (or its designee) shall purchase all of the assets of the JV Companies as agreed. If the parties do not reach agreement by the end of the 30-day negotiation period, BGI shall cause an appraisal of the assets of the JV Companies to be conducted to determine their fair market value in accordance with Section 9.2; provided, however, that such appraisal will be based, in part, upon any appraisal already completed pursuant to Section 8.3(c), if applicable. Within ten (10) days after receipt of such appraisal, BGI shall give notice to the Company (or its liquidator, as applicable) as to whether it elects to continue to purchase the assets. If BGI delivers a timely notice electing to continue with the purchase, BGI (or its designee) shall buy all of the assets of the JV Companies as soon as practicable, and in any event shall pay to the Company (or its liquidator, as applicable) the buy-out price set forth in the appraisal within sixty (60) days of receipt of the appraiser(s)’ determination. Upon consummation of BGI’s purchase of the assets of the JV Companies pursuant to this Section 8.3(d), this Agreement shall terminate and the Company shall be dissolved. If BGI fails to send such a notice within such 10-day period, then BGI will have no further rights pursuant to this Section 8.3. This Agreement will terminate and the Company will be dissolved upon the date that (A) the 45-day period expires if BGI has failed to send a Section 8.3(d) Notice, (B) BGI notifies Solazyme, Inc. during such 45-day period that it will not send a Section 8.3(d) Notice, or (C) the 10-day period expires if BGI has failed to send the notice contemplated by the preceding sentence in this Section 8.3(d).