2016-01-26_PWETC_AgendaPacket - Laserfiche WebLink

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23. Purchaser's Option to Purchase; Closing of Purchase of Solar Power Facility A purchase of a Solar Power Facility by Purchaser pursuant to this Agreement shall close within sixty (60) days after the date on which Purchaser exercises its option to purchase such Solar Power Facility pursuant to this Section 24, Section 8(b) or any other applicable provisions of this Agreement. Purchaser shall pay to Power Provider an amount equal to the purchase price determined in accordance with this Agreement in cash at the closing. On the Power Provider's receipt of such purchase price, all right, title and interest to the purchased Solar Power Facility, all warranties applicable thereto, all licenses, permits and approvals with respect thereto (to the extent that the same are assignable), all plans, specifications, and drawings related thereto, and copies of all documents, notices and performance history related to the Solar Power Facility shall be transferred to Purchaser by Power Provider free and clear of all liens and encumbrances and claims of others, in "as -is, where - is" condition and Power Provider shall execute all documents, including a bill of sale and an assignment of applicable warranties, necessary to transfer all such right, title and interest to Purchaser free and clear of all liens, encumbrances and claims of others, on an as -is, where -is basis. 24. Miscellaneous (a) Amendments. Changes in, or additions to this Agreement or to any Schedule may only be by a writing executed by each of the Parties. (b) Waivers. Any failure of any Party to enforce any of the provisions of this Agreement or to require compliance with any of its terms at any time during the pendency of this Agreement shall in no way affect the validity of this Agreement, or any part hereof, and shall not be deemed a waiver of the right of such Party thereafter to enforce any and each such provision. No waiver of any provision of this Agreement shall be effective unless in writing signed by the waiving Party. (c) Goveming Law. This Agreement shall be deemed a contract made under the laws of Minnesota and, together with the rights and obligations of the parties hereunder, shall be construed under and governed by the laws of Minnesota without reference to its principles of conflicts of laws. (d) Choice of Forum. Each Party irrevocably and unconditionally: (i) agrees that any suit, action, or other legal proceeding arising out of the Agreement shall be brought exclusively in the federal or state courts located in the District or County where the Solar Power Facilities are located, (ii) consents to the jurisdiction of any such court or arbitration panel in any such suit, action or proceeding; and (iii) waives any objection which such Party may have to the laying of venue of any such suit, action, or proceeding. (e) Waiver of Jury Trial. The Parties hereby knowingly, voluntarily, and intentionally waive any rights they may have to a jury trial in respect of any litigation based hereon or arising out of, under, or in connection with this Agreement, or any course of conduct, course of dealing, statements (whether oral or written), or actions of the Parties with respect hereto. (f) Entire Agreement. This Agreement consists of this Solar Services Agreement, each of the Schedules attached hereto from time to time and the final License Agreement executed by the Parties and substantially in the form of Annex A (Form of License). All Schedules shall be incorporated into this Agreement by reference and shall be deemed to be an integral part of this Agreement. (g) Merger. This Agreement constitutes the entire agreement among the Parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior agreements between the Parties with respect to the subject matter hereof. (h) Severabilitv. The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision. Page 23 of 30 SE PPA 11/11/15