2016-01-26_PWETC_AgendaPacket - Laserfiche WebLink

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Section 2 of this Agreement, to terminate the applicable Schedule and remove each Solar Power Facility to which such Schedule relates upon providing Purchaser with at least one hundred eighty (180) days' notice. 9. Environmental Attributes. (a) Notwithstanding any Solar Power Facility's presence on a Site and method of attachment thereto, Power Provider shall own, and may assign or sell in its sole discretion but in each case subject to this Agreement and the License, all right, title and interest associated with or resulting from the development and installation of such Solar Power Facility or the production, sale, purchase or use of the Electric Power including, without limitation: (i) all Environmental Incentives and all Environmental Attributes, and (ii) the Reporting Rights and the exclusive rights to claim that: (A) the Electric Power was generated by such Solar Power Facility, (B) Power Provider is responsible for the delivery of the Electric Power to the Point(s) of Delivery, (C) Power Provider is responsible for the reductions in emissions of pollution and greenhouse gases resulting from the generation of the Electric Power and the delivery thereof to the Point of Delivery, and (D) Power Provider is entitled to all credits, certificates, registrations, etc., evidencing or representing any of the foregoing. (b) Purchaser shall not take any action or suffer any omission at any Site that would have the effect of impairing the value to the Power Provider of the Environmental Attributes and Environmental Incentives. Purchaser shall be solely responsible for notifying Power Provider of any action or omission that could impair such value and for consulting with Power Provider, at no additional expense to Purchaser, as necessary to prevent impairment of the value of Environmental Attributes and Environmental Incentives. (c) Purchaser shall take all reasonable measures to assist Power Provider in obtaining all Environmental Incentives and Environmental Attributes currently available or subsequently made available in connection with the Solar Power Facilities, provided that Purchaser shall not be required to incur any cost or expense in connection therewith. 10. Conditions Precedent. (a) The obligations of Power Provider under this Agreement to construct, install and operate any Solar Power Facility and to sell Electric Power generated by such Solar Power Facility to Purchaser shall be conditioned on the occurrence of all of the following conditions: (i) Each applicable License shall have been executed by each Party and such License(s) shall be in effect, (ii) Purchaser shall have provided Power Provider evidence of liability insurance coverage evidenced by a certificate of insurance naming Power Provider as an additional insured at the levels set forth in the applicable Schedule(s)], (iii) Purchaser and Power Provider, as the case may be, shall have received all approvals, contracts, agreements, authorizations, consents, ratifications, waivers, exceptions, exemptions and permits from any governmental body or other third party, as Power Provider or Purchaser determines in its reasonable discretion are required for Power Provider to construct, install, operate and maintain such Solar Power Facility at each applicable Site, and to deliver the Electric Power, in each case without condition, or with conditions in form and substance acceptable to Power Provider or Purchaser in its reasonable discretion, Page 12 of 30 SE PPA 11/11/15