2016-01-26_PWETC_AgendaPacket - Laserfiche WebLink

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certificates, portfolio energy credits, the right to apply for (and entitlement to receive) incentives under any demand-side management or energy efficiency programs offered by a utility company, a third -party provider or any incentive programs offered by the Jurisdiction and the right to claim income tax credits and other tax benefits under Sections 45 or 48 of the Code or any state tax law or income tax deductions under the Code or any state tax law. "Event of Default" has the meaning set forth in Section 16. "Execution Date" has the meaning set forth on the first page of this Agreement. "Force Maieure' means events or circumstances, whether foreseen or unforeseen, beyond the reasonable control and not the fault of a Nonperforming Party, including, without limitation, (i) acts of God, (ii) sabotage, riots or civil disturbances, strikes or similar labor difficulties, (iii) volcanic eruptions, earthquake, hurricane, flood, ice storms, explosion, fire, lightning, landslide or similar occurrence, (iv) war or acts of terrorism affecting a Site, (v) change of law imposing a material regulatory burden or prohibition upon either Party, (vi) withdrawal of required governmental authorizations or permits due to no fault of the Non -Performing Party, (vii) transportation delays or accidents due to no fault of the Non -Performing Party, (viii) acts of vandalism, (ix) requirement by the Utility that a Solar Power Facility discontinues operation for any reason, (x) appropriation or diversion of electricity by sale or order of any governmental authority having jurisdiction thereof, (xi) any other action by any governmental authority which prevents or prohibits the Parties from carrying out their respective obligations under this Agreement, (xii) adverse weather conditions not reasonably anticipated and in excess of the normal weather (e.g. rain, snow, sleet) for the geographical area. Notwithstanding the foregoing, "Force Maieure' shall not include economic hardship or inability to obtain financing of either Party. "Guarantor" means Sun Financial, Power Provider's parent company and guarantor under the Guaranty Agreement of even date herewith of the payment and performance by Power Provider of its obligations under this Agreement and the License. "Initial Term" means, with respect to a Schedule, the "Initial Term" set forth on such Schedule commencing on the Execution Date. "Interconnection Agreement" means an interconnection agreement entered into between Power Provider, Purchaser and the Utility in form and substance reasonably acceptable to each Party that provides for each Solar Power Facility to be interconnected with the Utility's electrical distribution system. "Interest Rate" shall mean a variable rate of interest which is 250 basis points greater than the three (3) month London Interbank Offered Rate as posted with respect to the applicable period in the "Money Rates" column of The Wall Street Journal, or if that source is not available, as reported by another widely available business publication, but in any event not greater than the maximum interest rate permitted by law. "Jurisdiction" has the meaning set forth on the first page of this Agreement. "License" or "License Agreements" means collectively or individually one or more license agreements between Power Provider and Purchaser with respect to Purchaser's license to Power Provider of the particular premises within the Site(s) at which a Solar Power Facility will be installed and operated by Power Provider, and substantially in the form set forth in Annex A. "Net Metering" the measuring of the difference between the electricity supplied by an electric utility and the electricity generated by a customer -generator when the renewable energy generating system is intended primarily to offset part or all of the Customer Generator's requirements for electricity. "Nonperforming Party" means a Party that is prevented, in whole or in part, from performing its obligations under this Agreement. "Parties" means Power Provider and Purchaser Page 3 of 30 SE PPA 11/11/15