2015-11-24_PWETC_AgendaPacket - Laserfiche WebLink

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material adverse economic, financial or other regulation, or with a degree of regulation that is acceptable to Power Provider in its reasonable discretion, (v) Purchaser shall be satisfied with the results of such due diligence inquiries as it deems necessary or convenient to conduct with respect to the Power Provider and Guarantor (including Power Provider's and Guarantor's credit condition), and any other matters that Purchaser reasonably deems appropriate, (vi) Power Provider shall have obtained all (A) financing for the installation of such Solar Power Facility and (B) incentive credits for the operation of such Solar Power Facility, in each case, as Power Provider determines, in Power Provider's sole discretion, are acceptable, (vii) The Purchaser shall have received executed copies of all agreements and applications that, in Power Provider's reasonable discretion, are required for Utility interconnection and Net Metering as a Customer Generator for the Solar Power Facilities, including without limitation, the Interconnection and Net Metering [we need a copy of this agreement] agreements and applications, (vii) The representations and warranties of Power Provider set forth in this Agreement shall be true and correct in all material respects when made and as of the date that all other conditions precedent set forth in this Section 10 have been satisfied, (ix) The Purchaser shall have received such certifications from Power Provider's officers and legal counsel as Purchaser may reasonably request with respect to the satisfaction of this Section, (x) The Purchaser shall have received the fully executed Guaranty from Guarantor in form and substance satisfactory to Purchaser, and (xi) The representations and warranties of Power Provider set forth in this Agreement shall be true and correct in all material respects when made and as of the date that all other conditions precedent set forth in this Section 10 have been satisfied. 11. Billing and Payment. (a) With respect to each Schedule, Power Provider shall provide Purchaser an invoice for Electric Power delivered to Purchaser pursuant to such Schedule during the previous calendar month and for any other charges due and payable to Power Provider under this Agreement. If the Acknowledgement Date for such Schedule occurs on a day other than the first day of a calendar month, Power Provider shall provide Purchaser an invoice for Electric Power delivered to Purchaser during the period between such Acknowledgement Date and the last day of the calendar month that includes the Acknowledgement Date. (b) Without offset for any amount owed to or claimed to be owed by Power Provider, Purchaser shall pay each invoice within thirty (30) days after receipt thereof. (c) Except as provided in Section 6(c), in the event Purchaser disputes any element of an invoice, written notice of any dispute with respect to any invoice shall be made within sixty (60) days after Purchaser's receipt of such invoice. If Purchaser fails to provide Power Provider with written notice of a dispute regarding an invoice within such sixty (60) day period, it shall thereafter be precluded from disputing said invoice except as provided in Section 6(c) or in cases of gross negligence or willful misconduct by Power Provider. (d) If Purchaser shall fail to make any payment required by this Agreement when due, excluding disputed portions of invoices, the amount unpaid shall bear interest at the Interest Rate from the date first due until the obligation is discharged. If the due date of any payment falls on a Sunday or bank holiday, the next business day following the due date shall be the last day on which payment can be made without assessment of interest. All overpayments shall be retained by Power Provider and applied to the following month's invoice, Page 14 of 30 SE PPA 11/11/15