Common use of Transfer Information Clause in Contracts

Transfer Information. As part of any Transaction Notice, AQN shall make available to AY, electronically or in hard copy, the following information that is then in the possession of or reasonably available to AQN relating to the applicable Target, all as determined in good faith by AQN (“Transfer Information”), without limiting AY’s right under Clause 2.6(b) to such additional information as may be reasonably requested by AY during the Negotiation Period: (a) a reasonably detailed description of the Target Interest, the Target Entities, and the Target Asset; (b) a non-binding indicative target price for the sale of the Target Interest; (c) all ownership and material corporate information of the Target Interest and the Target Entities; (d) all material tax information relating to the Target Interest, the Target Entities and the Target Asset including, but not limited to, all tax returns, tax inspections and tax claims; (e) financial statements for the Target, which shall be audited to the extent available; (f) a current financial model covering the reasonably expected useful life of the Target Asset, including annual yield calculation, equity internal rate of return, project internal rate of return, and valuation and debt models, which financial model (i) if applicable, shall be the financial model used in conjunction with funding of such Target Asset by any Financing Party, updated to reflect any material changes in assumptions, and (ii) shall have been prepared in good faith and in accordance with the reasonable, customary standards employed by AQN or the Person preparing the financial model on behalf of AQN in the course of modeling the financial performance of similar assets; (g) the most recent version of (and any updates to) the reports and studies, if any, prepared by (i) an independent engineer, including (to the extent then reasonably capable of determination) assessment of the extent to which the Target Asset has been built in accordance with applicable specifications and industry standards, and the extent to which the Target Asset can be expected to deliver the expected performance, and (ii) any geotechnical engineer, environmental consultant, or other consultant with respect to the Target Asset, in the case of each of the foregoing prepared on behalf of or for any AQN Company or, to the extent available to AQN, on behalf of or for any Financing Party; (h) the most recent legal reports or legal opinions, if any, prepared for any AQN Company relating to the Target; (i) a list and copies of all of the following, to which any Target Entity is a party or which is otherwise binding on the Target (“Material Contracts”): (i) any off-take or concession agreement, (ii) any agreement for any physical or financial hedge, swap or similar derivative transaction, (iii) any EPC Contract or other material construction contract, (iv) any major equipment purchase or warranty agreement, (v) any operating and maintenance agreement or asset management agreement, (vi) any financing agreement, and (vii) any other agreement reasonably expected to require payments to or by any Target Entity of more US$250,000 following the Transfer; (j) copies of regular, periodic construction and operating reports delivered pursuant to the requirements of any EPC Contract or operating and maintenance agreement; (k) all notices of any outstanding default, violation or claim (including warranty claims), and any outstanding waivers, from or to counterparties under any Material Contracts; (l) a list and copies of all material licenses, permits, authorizations and other governmental approvals held by any Target Entity or otherwise related to the Project, and a list of any material licenses, permits, authorizations and other governmental approvals required but not yet obtained; (m) a reasonably detailed description of any claim in excess of US$100,000 of or against any Target Entity that is then outstanding; (n) a detailed description of any rights regulating divestitures of the Target, if any, that may be triggered as a result of a Transfer of the Target Interest to AY, such as drag-along and tag-along clauses, preemptive purchase rights, and similar provisions; (o) any other documentation and information as may be reasonably requested by AY that has been agreed to by the Parties in writing in advance of the delivery of the applicable Transaction Notice; and (p) a draft agreement setting forth proposed terms and conditions for the sale and purchase of the Target Interest (a “Proposed Definitive Agreement”).

Transfer Information. As part of any Transaction Notice, AQN AAGES shall make available to AY, electronically or in hard copy, the following information that is then in the possession of or reasonably available to AQN AAGES relating to the applicable Target, all as determined in good faith by AQN AAGES (“Transfer Information”), without limiting AY’s right under Clause 2.6(b) to such additional information as may be reasonably requested by AY during the Negotiation Period: (a) a reasonably detailed description of the Target Interest, the Target Entities, and the Target Asset; (b) a non-binding indicative target price for the sale of the Target Interest; (c) all ownership and material corporate information of the Target Interest and the Target Entities; (d) all material tax information relating to the Target Interest, the Target Entities and the Target Asset including, but not limited to, all tax returns, tax inspections and tax claims; (e) financial statements for the Target, which shall be audited to the extent available; (f) a current financial model covering the reasonably expected useful life of the Target Asset, including annual yield calculation, equity internal rate of return, project internal rate of return, and valuation and debt models, which financial model (i) if applicable, shall be the financial model used in conjunction with funding of such Target Asset by any Financing Party, updated to reflect any material changes in assumptions, and (ii) shall have been prepared in good faith and in accordance with the reasonable, customary standards employed by AQN AAGES or the Person preparing the financial model on behalf of AQN AAGES in the course of modeling the financial performance of similar assets; (g) the most recent version of (and any updates to) the reports and studies, if any, prepared by (i) an independent engineer, including (to the extent then reasonably capable of determination) assessment of the extent to which the Target Asset has been built in accordance with applicable specifications and industry standards, and the extent to which the Target Asset can be expected to deliver the expected performance, and (ii) any geotechnical engineer, environmental consultant, or other consultant with respect to the Target Asset, in the case of each of the foregoing prepared on behalf of or for any AQN AAGES Company or, to the extent available to AQNAAGES, on behalf of or for any Financing Party; (h) the most recent legal reports or legal opinions, if any, prepared for any AQN AAGES Company relating to the Target; (i) a list and copies of all of the following, to which any Target Entity is a party or which is otherwise binding on the Target (“Material Contracts”): (i) any off-take or concession agreement, (ii) any agreement for any physical or financial hedge, swap or similar derivative transaction, (iii) any EPC Contract or other material construction contract, (iv) any major equipment purchase or warranty agreement, (v) any operating and maintenance agreement or asset management agreement, (vi) any financing agreement, and (vii) any other agreement reasonably expected to require payments to or by any Target Entity of more US$250,000 following the Transfer; (j) copies of regular, periodic construction and operating reports delivered pursuant to the requirements of any EPC Contract or operating and maintenance agreement; (k) all notices of any outstanding default, violation or claim (including warranty claims), and any outstanding waivers, from or to counterparties under any Material Contracts; (l) a list and copies of all material licenses, permits, authorizations and other governmental approvals held by any Target Entity or otherwise related to the Project, and a list of any material licenses, permits, authorizations and other governmental approvals required but not yet obtained; (m) a reasonably detailed description of any claim in excess of US$100,000 of or against any Target Entity that is then outstanding; (n) a detailed description of any rights regulating divestitures of the Target, if any, that may be triggered as a result of a Transfer of the Target Interest to AY, such as drag-along and tag-along clauses, preemptive purchase rights, and similar provisions; (o) any other documentation and information as may be reasonably requested by AY that has been agreed to by the Parties in writing in advance of the delivery of the applicable Transaction Notice; and (p) a draft agreement setting forth proposed terms and conditions for the sale and purchase of the Target Interest (a “Proposed Definitive Agreement”).