2015-11-24_PWETC_AgendaPacket - Laserfiche WebLink

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(i) Survival of Provisions. Any obligation of the Parties relating to monies owed, limitations on liability, indemnity and actions, and confidentiality, shall survive termination or expiration of this Agreement. 0) Third Party Beneficiaries. Nothing in this Agreement shall provide any benefit to any third party (other than the Lender pursuant to Section 14(b)) or entitle any third party to any claim, cause of action, remedy or right of any kind, it being the intent of the Parties that this Agreement shall not be construed as a third party beneficiary contract. (k) No Partnership. This Agreement is not intended, and shall not be construed, to create any association, joint venture, agency relationship or partnership between the Parties or to impose any such obligation or liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other Party. Interpretation. In this Agreement (i) The captions and Section headings used herein are for convenience and reference only and shall not have any effect on the construction of this Agreement, (ii) All pronouns as used in this Agreement shall be deemed to refer to the singular, plural, masculine, feminine and neuter genders as the context requires or permits, (iii) The terms "hereof," "herein," "hereto," "hereunder" and words of similar or like import refer to this entire Agreement and not any particular Section, Schedule, Exhibit or other subdivision of this Agreement, (iv) Unless otherwise provided, references to a particular "Section," "Schedule" or "Annex" are references to that Article or Section of, or Schedule or Annex to, this Agreement, (v) The words "include," "includes" and "including" shall be deemed to be followed by "without limitation" or "but not limited to", (vi) All capitalized terms used but not defined in any Schedule shall have the meaning set forth in this Agreement, (vii) Each Schedule will be deemed to incorporate all of the provisions of this Agreement, and (viii) If a provision in a Schedule conflicts with a provision in this Agreement, the provision of this Agreement will prevail unless the Schedule specifically states that the provision in the Schedule will prevail. (m) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which together shall constitute but one and the same agreement. Signatures transmitted electronically by .pdf or facsimile shall be binding for all purposes hereof. (n) Joint Preparation. This Agreement has been negotiated by all Parties hereto with the assistance and input of their respective attorneys, and therefore no ambiguity herein shall be construed for or against any Party based upon the identity of the author of this Agreement or any portion hereof. (o) Tax Matters. Notwithstanding any provision to the contrary under this Agreement, neither Purchaser nor any party related to Purchaser shall receive any financial benefit if the operating costs of the Solar Power Facilities are less than the standard of performance and/or operation set forth in this Agreement within the meaning of Section 7701(e)(4)(A)(iii) of the Code. The Parties acknowledge and agree that this Agreement is not and shall not be construed as a capital lease and, pursuant to Section 7701(e) (3) of the Internal Revenue Code, this Agreement is and shall be deemed to be a service contract with respect to the sale to the Purchaser of electric energy produced at an alternative energy facility. Page 24 of 30 SE PPA 11/11/15