|
and releasing such liens or resulting from the enforcement of such liens. Notwithstanding any Solar
<br />Power Facility's presence on the Site and method of attachment thereto, Licensee shall not directly or
<br />indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics',
<br />labor or materialman's lien), charge, security interest, encumbrance or claim on or with respect to such
<br />Site, including the Premises, or any interest therein. Licensee also shall pay promptly before a fine or
<br />penalty may attach to any Site, including the Premises, any taxes, charges or fees of whatever type of any
<br />relevant governmental authority for which Licensee is responsible. If Licensee breaches its obligations
<br />under this Article 15.3, it shall immediately notify Licensor in writing, shall promptly cause such liens to
<br />be discharged and released of record without cost to Licensor, and shall indemnify Licensor against all
<br />costs and expenses (including Attorneys' Fees) incurred in discharging and releasing such liens or
<br />resulting from the enforcement of such liens.
<br />ARTICLE 16
<br />NOTICES
<br />All notices, requests, demands, invoices or other communications given, delivered or made under
<br />this License shall be in writing and will be delivered by personal delivery, registered or certified mail, in
<br />each case, return receipt requested and postage prepaid, or nationally recognized overnight courier, to the
<br />address for notices set forth on the signature pages hereto and, in the case of Licensor, to the following:
<br />, Attn:. Such notice shall be deemed received upon receipt as indicated by the date on the
<br />signed receipt. A Party may change the address shown on its signature page hereto upon ten (10) days'
<br />prior written notice given in accordance with this paragraph.
<br />ARTICLE 17
<br />MISCELLANEOUS
<br />17.1 Amendments. Changes in or additions to this License may only be by a writing
<br />executed by each of the Parties.
<br />17.2 Waivers. Any failure of any Party to enforce any of the provisions of this License or to
<br />require compliance with any of its terms at any time during the pendency of this License shall in no way
<br />affect the validity of this License, or any part hereof, and shall not be deemed a waiver of the right of such
<br />Party thereafter to enforce any and each such provision. No waiver of any provision of this License shall
<br />be effective unless in writing signed by the waiving Party.
<br />17.3 Governing Law. This License shall be deemed a contract made under the laws of the
<br />State in which the Site is located and, together with the rights and obligations of the Parties hereunder,
<br />shall be construed under and governed by the laws of such State without reference to its principles of
<br />conflicts of laws.
<br />17.4 Choice of Forum. Each Party irrevocably and unconditionally: (a) agrees that any suit,
<br />action, or other legal proceeding arising out of the License shall be brought in the federal or state courts
<br />located in the jurisdiction in which the Site is located; (b) consents to the jurisdiction of any such court or
<br />arbitration panel in any such suit, action or proceeding; and (c) waives any objection which such Party
<br />may have to the laying of venue of any such suit, action, or proceeding.
<br />17.5 Waiver of Jury Trial. The Parties hereby knowingly, voluntarily, and intentionally
<br />waive any rights they may have to a jury trial in respect of any litigation based hereon or arising out of,
<br />under, or in connection with this License, or any course of conduct, course of dealing, statements
<br />(whether oral or written), or actions of the Parties with respect hereto.
<br />NYLicrose Age vt 9
<br />
|