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(ii) on and after the Operations date, the price, expressed in terms of cash equivalents, at which Ameresco's rights in and to the Project would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at arm's length in an open and unrestricted market, when neither is under a compulsion to buy or sell and when both have reasonable knowledge of the relevant facts, as determined by a qualified independent appraiser agreed to by both Parties, but in no event less than the specifically identified costs of the Project which would be considered capitalizable costs and not period expenses under U.S. generally accepted accounting principles (U.S. GAAP) as promulgated by the Financial Accounting Standards Board for nongovernmental entities reduced by accumulated depreciation calculated on a straight-line basis over a 20-year period. If the Parties cannot agree within twenty(20) days following notice from County to Ameresco under Article XXI that County is exercising its option to purchase the Plant, then fair market value shall be as determined in accordance with the foregoing principles by three (3) qualified independent appraisers. Each party shall appoint one (1) appraiser within ten (10)days following the end of such twenty day period and the third appraiser shall be appointed by the first two appraisers within ten (10) days after the second appraiser is appointed. In all cases, the appraiser(s) shall determine fair market value in writing for the Parties within thirty (30) days after being appointed. "Force Majeure"means acts of God, strikes, lockouts or other industrial disturbances, epidemics, landslides, lightning, earthquakes, fires, storms, hurricanes, floods, high-water washouts, acts of the public enemy, wars, blockades, insurrections, riots, arrests and restraints by governments, civil disturbances, and catastrophic events such as explosions. Force Majeure includes governmental actions, other than actions of County, such as the enactment of statutes, laws or regulations frustrating the purpose of this Agreement, and acts of governmental bodies. Force Majeure includes failure of Ameresco's customer(s)to take delivery of electricity caused by an event of force majeure affecting such customer(s), and any other similar cause or causes, whether of the kind herein enumerated or otherwise, not within the control of the Party claiming Force Majeure and which, by the exercise of reasonable diligence, such Party is unable to prevent or overcome. Force Majeure also includes breakage or accident to machinery or lines of pipe as a direct result of an event of Force Majeure. Force Majeure shall not include: (a) increases in the costs associated with the construction or operation of Ameresco's Facilities or County's Facilities or a change in market conditions which make uneconomic the operation of Ameresco's Facilities or County's Facilities or the sale of LFG or any component thereof or the sale of electricity generated by use of the LFG, or (b)with respect to County, any act of the State of California and its political subdivisions. "Government Incentives"means any monetary awards or other value provided by any governmental or other agency(including without limitation Renewable Energy Production Incentive Payments from the U.S. Department of Energy and grant monies or other subsidies or payments from the California Energy Commission)with respect to the LFG or any activities of LFG Purchase Agreement 5 Foothill Sanitary Landfill Ameresco San Joaquin LLC/San Joaquin County SW-106035-R6