2016-01-26_PWETC_AgendaPacket - Laserfiche WebLink

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Schedule Term (as defined in the Solar Services Agreement) applicable to the Site, it being acknowledged and agreed that, with respect to any Site, and notwithstanding anything in this License or under applicable Laws to the contrary, (a) the Term of this License shall be coterminous with the Schedule Term applicable to such Site under the Solar Services Agreement, and (b) Licensor shall have the right to terminate this License or all of the rights granted hereunder prior to the expiration or termination of the applicable Schedule Term in accordance with the Solar Services Agreement. ARTICLE 3 LICENSE FEE In addition to the mutual agreements, covenants, and other consideration set forth in the Solar Services Agreement, Licensee shall pay, as license fee (`License Fee') for the entire Term, the amount of $100.00, the receipt and sufficiency of which License Fee, as consideration, is hereby acknowledged and agreed to by Licensor and Licensee. ARTICLE 4 MAINTENANCE AND REPAIR Licensor shall repair and maintain, in good repair and in conformity with Laws (except for any compliance issues attributable to Licensee's particular use of the Premises), those portions of the Site that are necessary for Licensee's installation, maintenance, repair, and operation of the Premises and the Solar Power Facilities located thereon, which portions may include the utility lines and connections, foundation, exterior walls, structural elements, and roof of the Site or any building on which the Premises or any Solar Power Facility is located. Licensee shall have the obligations set forth in the Solar Services Agreement with respect to the maintenance and repair of the Solar Power Facilities located on the Premises. ARTICLE 5 SURRENDER OF PREMISES At the end of the Term, and notwithstanding anything in this License or applicable Laws to the contrary, Licensee's surrender and removal obligations shall be governed by Section 8 of the Solar Services Agreement. If Licensee fails to surrender the Premises in accordance with Section 8 of the Solar Services Agreement: (a) Licensee's holding over in possession of the Premises shall be construed to be on a month-to-month basis; and (b) as Licensor's sole and exclusive remedy for such holdover (without limiting Licensor's right to seek repossession of the Premises), Licensee shall pay to Licensor 125% of the then current License Fee for the entire holdover period PLUS LICENSOR'S ACTUAL REASONABLE LOSSES INCURRED AS A RESULT OF SUCH HOLDOVER and after Licensor has provided Licensee with written notice that possession is construed as a holdover status. ARTICLE 6 QUIET ENJOYMENT Licensor covenants that, so long as Licensee performs its agreements and is otherwise not in default hereunder or under the Solar Services Agreement, Licensee shall have the right to quietly enjoy and use the Premises and Licensee's easement and license rights granted in this License throughout the Term, subject to the provisions hereof. Licensor represents and warrants to, and covenants with, Licensee that: (a) Licensor owns fee simple title to the Premises and that the Premises shall be free from any and all liens, claims, and encumbrances that materially interfere with Licensee's intended use and enjoyment of the Premises or Licensee's other rights hereunder; (b) Licensor shall pay all sums due under, and keep in NYLicrose Age vt 4