Common use of Additional Post Closing Covenants Clause in Contracts

Additional Post Closing Covenants. Following the Closing, and subject to reimbursement by Sellers for any and all reasonable costs and expenses incurred by Buyers in connection therewith, Buyers shall, and shall cause the applicable Project Companies to, carry out and comply with the following additional covenants, all of which shall survive the Closing indefinitely: (a) The applicable Project Companies shall execute the conservation easements and subordinations in the forms attached hereto as Exhibit B and Exhibit C, respectively, with such modifications thereto as may be reasonably requested by the CDFW, obtain subordinations of the financing parties as may reasonably be requested by the CDFW, and fully cooperate with Sellers’ and their Affiliate’s efforts to consummate and record such conservation easements and subordinations in the ▇▇▇▇ County Official Records and deliver them to CDFW. (b) The Project Companies and Buyers shall cooperate in good faith with Alta Windpower Development, LLC to make such filings and take such actions from time to time as may be required to protect and preserve Alta Windpower Development, LLC’s firm priority rights to transmission facilities it holds interests in pursuant to the shared facilities agreements set forth on Section 6.16 of the Sellers Disclosure Schedule as recognized by that certain Order Granting Petition for Declaratory Order, issued February 17, 2011, FERC Document No. EL10-62-000. (c) The applicable Project Companies shall cooperate in good faith and join in such amendments to the following documents as are required to permit Alta Windpower Development, LLC or such other Affiliate of Seller to use and fully realize its interests in the Shared Facilities and Shared Premises (each as defined in applicable agreements described below) for development and operation of solar powered electricity production, fossil-fueled electricity generation, and electrical storage projects (including battery and capacitor storage, compressed air, pumped storage, hydrogen generation and/or fuel cells), either as new generators (“In-Development Projects”) or as so-called “behind the meter” generators (“Secondary Projects”): (i) the shared facilities agreements listed on Section 6.16 of the Sellers Disclosure Schedule; (ii) the large generator interconnection agreement and the interconnection management agreements listed on Section 6.16 of the Sellers Disclosure Schedule; (iii) the Infrastructure Easement Agreement, Infrastructure Easement Agreement No. 2 and Infrastructure Easement Agreement No. 3, listed on Section 6.16 of the Sellers Disclosure Schedule; and (iv) any other Project Site Agreements to which any applicable Project Company and Alta Windpower Development, LLC or any other Affiliate of Seller is a party as of the Closing Date. (d) The Project Companies shall reasonably cooperate to modify other Contracts to which they are parties, from time to time, to facilitate Alta Windpower Development, LLC’s and Sellers’ other Affiliates’ In-Development Projects and Secondary Projects. The Project Companies’ cooperation obligations shall include taking additional actions as are reasonably required to facilitate In-Development and Secondary Projects, which may include obtaining the necessary authority and waivers from FERC to the extent required to support the provision of transmission service by a co-tenant to a Secondary Project without having material adverse effect on the regulatory status of the Projects or the Project Companies. (e) The Project Companies shall cooperate with Alta Windpower Development, LLC and Seller’s other Affiliates in their efforts to dedicate and use “alternative energy corridors” provided for in the mitigation measures to the ▇▇▇▇ County environmental impact report for the Projects. The Project Companies shall not grant use rights (by lease, easement, license, or otherwise) or consent to the use of any portions of the Project Sites by third parties for electrical transmission purposes without the consent of Sellers or Alta Windpower Development, LLC.

Additional Post Closing Covenants. (a) Following the Closing, and subject to reimbursement by Sellers for any and all Seller shall use reasonable costs and expenses incurred by Buyers in connection therewith, Buyers shall, and shall cause the applicable Project Companies best efforts to, carry out at its sole cost and comply with the following additional covenantsexpense, remove all of which shall survive the Closing indefinitely: Equipment from the Premises on or prior to November 16, 2024 (a) The applicable Project Companies shall execute the conservation easements “Removal Date”). Nautilus will provide such access and subordinations in the forms attached hereto as Exhibit B and Exhibit C, respectively, with such modifications thereto assistance as may be reasonably requested by the CDFWSeller to facilitate such removal, obtain subordinations provided that Seller shall remain solely responsible for timely removal of the financing parties as may reasonably be requested Equipment in accordance with Best Industry Practices. In the event that Seller fails to remove any or all Equipment from the Premises by the CDFWRemoval Date, Buyer shall have the right to dispose of any such Equipment remaining at the Premises through any mechanism or means, in Buyer’s sole and fully cooperate absolute discretion, without any obligation to account to (or remunerate) Seller for the proceeds of such disposal (if any). Any reasonable and documented out-of-pocket expenses incurred by Buyer in connection with Sellers’ and their Affiliate’s efforts to consummate and record such conservation easements and subordinations in the ▇▇▇▇ County Official Records and deliver them to CDFWdisposal shall be paid or reimbursed by Seller. (b) The Project Companies Following the Closing for a period of 12 months, in connection with any reasonable business purpose, Buyer shall, and Buyers shall cooperate in good faith with Alta Windpower Developmentcause its Affiliates to: (i) afford to Seller and its Affiliates and its and their respective Representatives reasonable access, LLC during normal business hours, to make the books, records and properties of Nautilus; (ii) furnish to Seller and its Affiliates and its and their respective Representatives such filings information regarding Nautilus as Seller and take such actions its Affiliates and its and their respective Representatives may from time to time reasonably request; and (iii) as may be required soon as reasonably practicable, but in any event not later than fifteen (15) Business Days following the Closing, provide Seller the unaudited consolidated financial statements of Nautilus (including a balance sheet, statement of operations and statement of cash flows) for the fiscal quarter ended immediately prior to protect and preserve Alta Windpower Development, LLC’s firm priority rights to transmission facilities it holds interests the Closing Date in substantially the same form as previously provided pursuant to the shared facilities agreements set forth on Section 6.16 8.1(e) of the Sellers Disclosure Schedule as recognized by Nautilus LLC Agreement in accordance with past practice (the “Delivered Financials”); provided, that certain Order Granting Petition for Declaratory Order, issued February 17, 2011, FERC Document No. EL10-62-000such requests shall not unreasonably interfere with the business or operations of Nautilus or its Affiliates. (c) The applicable Project Companies shall cooperate To the extent any Bitcoin is not timely received in good faith and join in such amendments the Nautilus Bitcoin wallet at Coinbase on or prior to Closing or is not timely delivered by Coinbase to Seller immediately prior to the following documents as are required Closing, Nautilus shall distribute any such Bitcoin in accordance with the agreed proportions on Schedule V; provided, that the payment of Bitcoin under this Section 5.3(c) shall be without duplication of amounts already paid to permit Alta Windpower Development, LLC or such other Affiliate of Seller pursuant to use and fully realize its interests in the Shared Facilities and Shared Premises (each as defined in applicable agreements described below) for development and operation of solar powered electricity production, fossil-fueled electricity generation, and electrical storage projects (including battery and capacitor storage, compressed air, pumped storage, hydrogen generation and/or fuel cells), either as new generators (“In-Development Projects”) or as so-called “behind the meter” generators (“Secondary Projects”): (i) the shared facilities agreements listed on Section 6.16 of the Sellers Disclosure Schedule; (ii) the large generator interconnection agreement and the interconnection management agreements listed on Section 6.16 of the Sellers Disclosure Schedule; (iii) the Infrastructure Easement Agreement, Infrastructure Easement Agreement No. 2 and Infrastructure Easement Agreement No. 3, listed on Section 6.16 of the Sellers Disclosure Schedule; and (iv) any other Project Site Agreements to which any applicable Project Company and Alta Windpower Development, LLC or any other Affiliate of Seller is a party as of the Closing Date2.3. (d) The Project Companies For the period commencing on the Closing Date and ending on the date which is four (4) weeks following the Closing Date, Buyer shall reasonably cooperate make available, or cause to modify other Contracts be made available, no less than twelve (12) employees employed by Buyer or its Affiliates at the Nautilus Bitcoin mining facility on the Site (collectively, the “Buyer Removal Employees”) to which they provide full straight-time assistance to Seller with respect to the Equipment removal, in exchange for a payment from Seller to Buyer in an aggregate amount equal to $25,000 per week (the “Buyer Removal Employee Fee”); provided, that if less than twelve (12) Buyer Removal Employees are partiesmade available in any week during such period, from time Seller’s payment to timeBuyer for such week shall be reduced pro rata; provided, to facilitate Alta Windpower Developmentfurther, LLC’s that (x) the Purchase Price shall not be off-set by any amounts paid as a Buyer Removal Employee Fee and Sellers’ other Affiliates’ In-Development Projects Buyer shall separately invoice Seller on a weekly basis for the Buyer Removal Employee Fee and Secondary Projects. The Project Companies’ cooperation obligations shall include taking additional actions as are reasonably required to facilitate In-Development and Secondary Projects, which may include obtaining the necessary authority and waivers from FERC (y) to the extent required necessary for the purpose of completing the Equipment removal and approved by Site management and the relevant Buyer Removal Employee, any Buyer Removal Employee may work overtime and, in such circumstances, Seller shall reimburse Buyer for any reasonable and documented overtime expenses; provided, further, that Buyer shall provide, procure or grant access to support any and all equipment in the provision possession of transmission service by a co-tenant Buyer at the Premises and reasonably necessary for Seller and the Buyer Removal Employees to a Secondary Project without having material adverse effect on perform the regulatory status Equipment removal at no charge to Seller, including, but not limited to, access to four (4) man lifts, six (6) pallet jacks, restrooms, break facilities, internet access and the exclusive use of one loading dock per building. Seller shall pay in full any amounts invoiced pursuant to this Section 5.3(d) within five (5) Business Days following Seller’s receipt of such invoice and, if any such amounts are not timely paid, Buyer shall be entitled to immediately cease providing assistance to Seller hereunder. For the Projects or avoidance of doubt, nothing in this Section 5.3(d) shall limit Seller’s obligation under this Agreement to remove the Project CompaniesEquipment. (e) If, during the period commencing on the Closing Date and ending on the date which is twelve (12) months following the Closing Date, Buyer or its direct or indirect equityholders (or their respective successor-in-interest, if applicable) transfer, or cause to be transferred, directly or indirectly, all or substantially all of the assets , or a majority of the equity interests of Nautilus (whether by merger, consolidation, equity sale, asset sale or otherwise) to any Person for an aggregate price in excess of $300,000,000, Buyer shall pay Seller 25% of the amount of net proceeds actually received in exchange for such assets or equity interests of Nautilus in excess of $300,000,000; provided, that, for the avoidance of doubt, such amount shall not include amounts arising from contractual obligations of any Person for services provided by Nautilus or its Affiliates pursuant to any agreement (including, for the avoidance of doubt any power purchase agreement); provided, notwithstanding the foregoing, in no event will a sale of all or substantially all of the assets, or a majority of the equity interests, of Talen Energy Corporation or Talen Energy Supply, LLC, grant Buyer any right to payment pursuant to this Section 5.3(e). The Project Companies shall cooperate with Alta Windpower Development, LLC and Seller’s other Affiliates in their efforts parties hereto agree to dedicate and use “alternative energy corridors” provided for in the mitigation measures treat any amounts payable pursuant to this Section 5.3(e) as an adjustment to the ▇▇▇▇ County environmental impact report Purchase Price for U.S. federal, and applicable state and local, income Tax purposes, except as otherwise required by Law. (f) Seller acknowledges and agrees: (i) Buyer shall have the Projects. The Project Companies shall not grant use rights (by leaseright to own, easementoperate, use, license, develop and otherwise utilize the assets of Nautilus from and after the Closing in any way that Buyer deems appropriate, in its sole discretion, which may have an impact on the payments described in Section 5.3(e), (ii) Buyer does not have any obligation, expressed or implied, to own, operate, use, license, develop or otherwise utilize the assets of Nautilus in order to maximize or expedite the payments described in Section 5.3(e), including any obligation to pursue or decline any particular business opportunities or otherwise, and (iii) Buyer shall owe no duty, as a fiduciary or consent otherwise, to Seller in connection with its operation of Nautilus following the use of any portions of the Project Sites by third parties for electrical transmission purposes without the consent of Sellers or Alta Windpower Development, LLCClosing.