2015-11-24_PWETC_AgendaPacket - Laserfiche WebLink

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Solar Power Facilities, (b) the Electric Power delivered under the Solar Services Agreement to the Point of Delivery and (c) the violation by Power Provider of any Law applicable to Power Provider or the Solar Power Facilities excluding, in each case any claim to the extent caused by or attributable to its gross negligence or willful misconduct of any Purchaser Indemnitee or any breach by Purchaser of any of its obligations hereunder. An Indemnified Party shall notify the Indemnifying Party promptly of any written claims or demands against the Indemnified Party from a third party for which the Indemnifying Party is responsible hereunder. The foregoing indemnity shall be in addition to and not in lieu of any other indemnity obligations provided by law. The indemnity provided in this Section 20(a) also shall apply to the successors and permitted assigns of the Indemnified Party. This Section 20(a) shall survive the expiration or termination of this Agreement. (b) Each Party shall maintain, at its sole expense, the insurance coverage set forth on the Schedules 21. Representations and Warranties. (a) Each Party represents and warrants that it is, and during the term of this Agreement shall remain, duly organized, validly existing and in good standing under the laws of its state of organization. (b) Each Party represents that it has the power and authority to execute and deliver this Agreement, perform its obligations hereunder and to consummate the transactions contemplated hereby. (c) Each Party represents and warrants that the execution and delivery of this Agreement and the performance of such Party's obligations have been duly authorized by all necessary action. (d) Each Party represents and warrants that this Agreement has been duly and validly executed and delivered and constitutes the valid, legal and binding obligation of such Party enforceable in accordance with its terms. (e) Each Party represents and warrants that neither the execution and delivery of this Agreement by such Party nor compliance by such Party with any of the terms and provisions of this Agreement conflicts with, breaches or contravenes the provisions of such Party's organizational documents or any other applicable law or regulation. (f) Each Party represents and warrants that, to such Party's knowledge, no approvals, contracts, agreements, authorizations, consents, ratifications, waivers, exceptions, exemptions and permits from any governmental body or other third party, other than those which have been previously obtained or disclosed in writing to the other Party or those described on the Schedule(s), is required in connection with the due authorization, execution and delivery of this Agreement by such Person or the performance of such Party of its obligations hereunder which such Party has reason to believe that it will be unable to obtain in due course. (g) Each Party represents and warrants that it is not in violation of any applicable law or any judgment entered by any federal, state or local governmental authority, which violations or judgments, individually or in the aggregate, would reasonably be expected to have a material adverse effect on that Party's ability to perform its obligations under this Agreement or the transactions contemplated hereby. (h) Each Party represents and warrants that there are no actions, suits, governmental investigations or inquiries, or proceedings pending, or to each Party's knowledge threatened, against it or any of its businesses that, if determined adversely to it, would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement. (i) Each Party represents and warrants that it is solvent and there are no bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings pending or being contemplated by it or, to its knowledge, threatened against it. Page 21 of 30 SE PPA 11/11/15