Title Transfer; Warranties; Manuals. If (i) Purchaser exercises its Purchase Option or (ii) this Agreement is terminated as a result of a Purchaser Event of Default pursuant to Section 12.2 or termination for convenience pursuant to Section 12.5(d) (unless Purchaser decides not to acquire the System), the Parties shall arrange the sale of the System under customary terms and conditions for the purchase and sale of a facility of the type and size as the System, which terms and conditions shall provide, among other things, that (i) Seller shall transfer good and marketable title to the System, free and clear of all Liens, to Purchaser (or its designee) upon Seller’s receipt of (A) the purchase price if Purchaser exercises its Purchase Option or (B) the applicable Termination Payment if this Agreement is terminated pursuant to Section 12.2 or 12.5(d), but otherwise the System will be sold “as is, where is, with all faults”, (ii) Seller will transfer and provide to Purchaser all System operation and maintenance manuals and logs and provide Purchaser and/or its designee(s) training on the operation and maintenance of the System upon Purchaser’s request, at no cost to Purchaser, (iii) Seller will assign to Purchaser (or its designee) any manufacturer’s warranties that are in effect as of the date of purchase and which are then assignable pursuant to their terms,
Appears in 4 contracts
Samples: Solar Power Purchase Agreement, Solar Power Purchase Agreement, Solar Power Purchase Agreement
Title Transfer; Warranties; Manuals. If (i) Purchaser exercises its Purchase Option or (ii) this Agreement is terminated as a result of a Purchaser Event of Default pursuant to Section 12.2 or termination for convenience pursuant to Section 12.5(d) (unless Purchaser decides not to acquire the System)Option, the Parties shall arrange the sale of the System under customary terms and conditions for the purchase and sale of a facility of the type and size as the System, which terms and conditions shall provide, among other things, that (i) Seller shall transfer good and marketable title to the System, free and clear of all Liens, to Purchaser (or its designee) upon Seller’s receipt of (A) the purchase price if Purchaser exercises its Purchase Option or (B) the applicable Termination Payment if this Agreement is terminated pursuant to Section 12.2 or 12.5(d)price, but otherwise the System will be sold “as is, where is, with all faults”, (ii) Seller will transfer and provide to Purchaser all System operation and maintenance manuals and logs and provide Purchaser and/or its designee(s) training on the operation and maintenance of the System upon Purchaser’s request, at no cost to Purchaser, (iii) Seller will assign to Purchaser (or its designee) any manufacturer’s warranties that are in effect as of the date of purchase and which are then assignable pursuant to their terms,, (iv) Seller shall provide to Purchaser (or its designee) an irrevocable, permanent, transferable, exclusive, royalty-free license to use any intellectual property rights associated with the System, including software, patents, copyrights, intellectual property, and other proprietary information relating to the specification, design, installation, operation, or maintenance and repair of the System, as well as training processes and the contents of service and maintenance manuals and test and inspection procedures, and (v) upon such transfer of title, this Agreement shall automatically, and without further action of either Party, terminate. Seller shall provide all necessary cooperation with Purchaser to give prompt effect to this transfer.
Appears in 3 contracts
Samples: Solar Power Purchase Agreement, Solar Power Purchase Agreement, Model Solar Power Purchase Agreement
Title Transfer; Warranties; Manuals. If (i) Purchaser exercises its Purchase Option or (ii) this Agreement is terminated as a result of a Purchaser Event of Default pursuant to Section 12.2 or termination for convenience pursuant to Section 12.5(d) (unless Purchaser decides not to acquire the System), the Parties shall arrange the sale of the System under customary terms and conditions for the purchase and sale of a facility of the type and size as the System, which terms and conditions shall provide, among other things, that (i) Seller shall transfer good and marketable title to the System, free and clear of DocuSign Envelope ID: B0A47EA5-ADDC-4324-853B-09D49711DBFF all Liens, to Purchaser (or its designee) upon Seller’s receipt of (A) the purchase price if Purchaser exercises its Purchase Option or (B) the applicable Termination Payment if this Agreement is terminated pursuant to Section 12.2 or 12.5(d), but otherwise the System will be sold “as is, where is, with all faults”, (ii) Seller will transfer and provide to Purchaser all System operation and maintenance manuals and logs and provide Purchaser and/or its designee(s) training on the operation and maintenance of the System upon Purchaser’s request, at no cost to Purchaser, (iii) Seller will assign to Purchaser (or its designee) any manufacturer’s warranties that are in effect as of the date of purchase and which are then assignable pursuant to their terms,
Appears in 1 contract
Samples: Solar Power Purchase Agreement
Title Transfer; Warranties; Manuals. If (i) Purchaser exercises its Purchase Option or (ii) this Agreement is being terminated as a result of a Purchaser Event of Default pursuant to Section 12.2 or termination for convenience pursuant to Section 12.5(d) (unless Purchaser Xxxxxxxxx decides not to acquire the System), the Parties shall arrange the sale of the System under customary terms and conditions for the purchase and sale of a facility of the type and size as the System, which terms and conditions shall provide, among other things, that (i) Seller shall transfer good and marketable title to the System, free and clear of all Liens, to Purchaser (or its designee) upon Seller’s receipt of (A) the purchase price if Purchaser exercises its Purchase Option or (B) the applicable Termination Payment if this Agreement is terminated pursuant to Section 12.2 or 12.5(d)), but otherwise the System will be sold “as is, where is, with all faults”, (ii) Seller will transfer and provide to Purchaser all System operation and maintenance manuals and logs and provide Purchaser and/or its designee(s) training on the operation and maintenance of the System upon Purchaser’s request, at no cost to Purchaser, (iii) Seller will assign to Purchaser (or its designee) any manufacturer’s warranties that are in effect as of the date of purchase and which are then assignable pursuant to their terms,
Appears in 1 contract
Samples: Solar Power Purchase Agreement
