2015-11-24_PWETC_AgendaPacket - Laserfiche WebLink

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0) Except as previously disclosed to the other Party in writing, each Party represents and warrants that it is not a "foreign person" or (only with respect to Power Provider) "tax-exempt entity" (as such terms are defined in Section 168(h) of the Code), and such Party will not assign, subcontract or otherwise transfer its rights under this Agreement to a "foreign person" or (only with respect to Power Provider), a "tax- exempt entity" as defined in Section 168(h) of the Code. (k) Each Party represents and warrants that, to such Party's knowledge, there are no facts, circumstances or other matters that may interfere with or delay the construction and installation of any Solar Power Facility, except as have been disclosed in writing to the other Party. (m) Each Party represents and warrants that the execution, delivery and performance of this Agreement does not and will not during the term of this Agreement, violate, breach or conflict with any other agreement to which it is a party, including its agreements with creditors, lessors, mortgagees, other electric utilities, or energy suppliers. (n) POWER PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING THE FOREGOING, POWER PROVIDER SHALL OBTAIN AND ENFORCE (IN ITS REASONABLE JUDGMENT) ALL EQUIPMENT, MANUFACTURER AND OTHER WARRANTIES WITH REPSECT TO THE SOLAR POWER FACILITY AND ALL PARTS AND COMPONENTS THEREOF AND SHALL ASSIGN THE SAME TO PURCHASER IN THE EVENT PURCHASER EXERCISES ITS RIGHT TO PURCHASE THE SOLAR POWER FACILITY HEREUNDER. (o) PURCHASER MAKES NO REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 22. Notices. All notices, requests, demands, invoices or other communications given, delivered or made under this Agreement shall be in writing and will be delivered by personal delivery, registered or certified mail, in each case, return receipt requested and postage prepaid, or nationally recognized overnight courier, to the address for notices set forth on the signature pages hereto and, in the case of Purchaser, to the following: For Purchaser: For Power Provider: A Party may change the address shown on its signature page hereto upon ten (10) days' prior written notice given in accordance with this Section 22. Page 22 of 30 SE PPA 11/11/15