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good standing, all mortgages encumbering the Premises; and (c) Licensor has the power and authority to
<br />execute and deliver this License and to perform all covenants to be performed by Licensor hereunder.
<br />Licensee represents and warrants to, and covenants with, Licensor that: (a) Licensee owns fee simple title
<br />to the Solar Power Facilities and that the Solar Power Facilities shall be free from any and all liens,
<br />claims, and encumbrances that materially interfere with Licensee's operation and Licensor's intended use
<br />and enjoyment of the Solar Power Facilities or Licensor's other rights hereunder or under the Solar
<br />Services Agreement; (b) Licensee shall pay all sums due under, and keep in good standing, all mortgages
<br />encumbering the Solar Power Facilities; and (c) Licensee has the power and authority to execute and
<br />deliver this License and to perform all covenants to be performed by Licensee hereunder. Licensor
<br />acknowledges that Licensee may finance the Solar Power Facilities with a sale leaseback structure and
<br />agrees that said financing will not violate Licensee's representation, warrant and covenant that it owns
<br />fees simple title to the Solar Power Facilities.
<br />ARTICLE 7
<br />INSURANCE
<br />7.1 Insurance Oblieations. Licensor and Licensee shall each maintain, during the Term, the
<br />insurance coverages required in the Solar Services Agreement.
<br />ARTICLE 8
<br />INDEMNIFICATION
<br />8.1 Indemnification. Subject to Article 8.2 below, each Party (each, an 'Indemnifying
<br />Party') shall indemnify the other Party, its employees, directors, officers, managers, members,
<br />shareholders, subsidiaries and agents (each, an 'Indemnified Party') against all liabilities, losses,
<br />lawsuits, penalties, claims, settlement payments, costs and expenses, interest, awards, judgments,
<br />damages, fines or demands (including the Attorneys' Fees on account thereof) arising out of or related to
<br />the Indemnifying Party's (a) material breach of any covenant, obligation, representation, or warranty set
<br />forth in this License and/or (b) gross negligence or willful misconduct. In addition, Licensee shall
<br />indemnify and hold Licensor, and its employees, directors, officers, managers, members, shareholders,
<br />subsidiaries and agents harmless from and against all liabilities, losses, lawsuits, penalties, claims,
<br />settlement payments, costs and expenses, interest, awards, judgments, damages (including damage or
<br />destruction to real or personal property), death or injury, fines or demands (including Attorneys' Fees on
<br />account thereof) arising out of or related to (a) the performance of any of Power Provider's obligations
<br />hereunder or under the License, including without limitation, the installation, operation, maintenance, repair,
<br />replacement or removal of the Solar Power Facilities, (b) the Electric Power delivered under the Solar Services
<br />Agreement to the Point of Delivery and (c) the violation by Power Provider of any Law applicable to Power
<br />Provider or the Solar Power Facilities excluding, in each case any claim to the extent caused by or attributable
<br />to its gross negligence or willful misconduct of any Purchaser Indemnitee or any breach by Purchaser of any of
<br />its obligations hereunder. An Indemnified Party shall notify the Indemnifying Party promptly of any
<br />written claims or demands against the Indemnified Party from a third party for which the Indemnifying
<br />Party is responsible hereunder. The foregoing indemnity shall be in addition to and not in lieu of any
<br />other indemnity obligations provided by law. The indemnity provided in this Article 8 also shall apply to
<br />the successors and permitted assigns of the Indemnified Party. This Article 8 shall survive the
<br />termination of this License.
<br />8.2 Limitation on Liability. Except as otherwise provided in this License, neither Party
<br />shall be liable for any special, incidental, consequential or punitive damages based on breach of contract,
<br />breach of warranty, negligence, tort or any other legal theory.
<br />NYLicrose Age vt 5
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