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from any governmental body or other third party, as Power Provider or Purchaser determines in its reasonable
<br />discretion are required for Power Provider to construct, install, operate and maintain such Solar Power Facility
<br />at each applicable Site, and to deliver the Electric Power, in each case without condition, or with conditions in
<br />form and substance acceptable to Power Provider or Purchaser in its reasonable discretion,
<br />(iv) Purchaser and Power Provider, as the case may be, shall have received all
<br />governmental authorizations, exceptions, exemptions and permits needed in Power Provider's and Purchaser's
<br />reasonable judgment for Power Provider to sell Electric Power to Purchaser under this Agreement without
<br />material adverse economic, financial or other regulation, or with a degree of regulation that is acceptable to
<br />Power Provider in its reasonable discretion,
<br />(v) Power Provider shall be satisfied with the results of such due diligence inquiries as it
<br />deems necessary or convenient to conduct with respect to the Purchaser (including Purchaser's credit
<br />condition), each applicable Site and any other matters that Power Provider reasonably deems appropriate,
<br />(vi) Power Provider shall have obtained all (A) financing for the installation of such Solar
<br />Power Facility and (B) incentive credits for the operation of such Solar Power Facility, in each case, as Power
<br />Provider determines, in Power Provider's sole discretion, are acceptable,
<br />(vii) No material adverse change in the tax or state rebate programs or other change in law
<br />that materially adversely impacts Power Provider's economic benefit under this Agreement,
<br />(viii) The Power Provider shall have received executed copies of all agreements and
<br />applications that, in Power Provider's reasonable discretion, are required for Utility interconnection and Net
<br />Metering as a Customer Generator for the Solar Power Facilities, including without limitation, the
<br />Interconnection and Net Metering agreements and applications,
<br />(ix) The representations and warranties of Purchaser set forth in this Agreement shall be
<br />true and correct in all material respects when made and as of the date that all other conditions precedent set
<br />forth in this Section 10 have been satisfied, and
<br />(x) The Power Provider shall have received such certifications from Purchaser's officers
<br />and legal counsel as Power Provider may reasonably request with respect to the satisfaction of this Section.
<br />(b) The obligations of Purchaser to purchase Electric Power under this Agreement shall be
<br />conditioned on the satisfaction of all of the following conditions:
<br />(i) Each applicable License shall have been executed by each Party and such License(s)
<br />shall be in effect,
<br />(ii) Power Provider shall have procured, in form and substance reasonably satisfactory to
<br />Purchaser, and provided evidence to Purchaser in the form of certificates, of such property damage and
<br />liability insurance coverage at the levels set forth in the applicable Schedules and naming Purchaser as
<br />additional insured,
<br />(iii) Purchaser and Power Provider, as the case may be, shall have received all approvals, contracts,
<br />agreements, authorizations, consents, ratifications, waivers, exceptions, exemptions and permits from any
<br />governmental body or other third party, as Power Provider or Purchaser determines in its reasonable discretion
<br />are required for Power Provider to construct, install, operate and maintain such Solar Power Facility at each
<br />applicable Site, and to deliver the Electric Power, in each case without condition, or with conditions in form
<br />and substance acceptable to Power Provider or Purchaser in its reasonable discretion,
<br />(iv) Purchaser and Power Provider, as the case may be, shall have received all
<br />governmental authorizations, exceptions, exemptions and permits needed in Power Provider's and Purchaser's
<br />reasonable judgment for Power Provider to sell Electric Power to Purchaser under this Agreement without
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<br />SE PPA 11/11/15
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