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3.1 Subject to the terms and conditions of the Solar'Rewards contract, <br />Operator will sell 100 percent of the Project's energy production to Utility. <br />3.2 The sale of energy to Utility shall begin on the date that the Project's <br />commercial operation is approved for sale under the Solar'Rewards contract and <br />shall continue for the term of the Solar'Rewards contract, which shall also <br />correspond with the date the Subscriber's bill credits begin to accrue. <br />3.3 Operator shall have sole responsibility for resolving any disputes with <br />Utility regarding the amount of energy production from the Project, and shall also <br />have sole discretion over any such resolution. <br />3.4 Subscriber shall be solely responsible for resolving any disputes with <br />Utility regarding the rate applied to energy production and the amount of the Bill <br />Credits paid to Subscriber, as defined and governed by the Tariff. Any conflict <br />between the terms of this Agreement and the Tariff shall be resolved in favor of <br />the Tariff. <br />IV. General Representations and Warranties <br />Each Party represents and warrants to the other Party: <br />4.1 If the Party is an entity, that it is duly organized, validly existing, and in <br />good standing in the jurisdiction of its organization and is qualified to do business <br />in the State of Minnesota. If the Party is an individual, that he/she is over the age <br />of 18 and is otherwise competent to enter this agreement under the laws of the <br />State of Minnesota. <br />4.2 That the Party has full legal capacity to enter into and perform this <br />Agreement. <br />4.3 That the execution of this Agreement has been duly authorized and the <br />person executing this Agreement on behalf of the Party has full authority to bind <br />the Party. <br />4.4 To the best of its knowledge, there is no pending litigation, governmental <br />action, proceeding, investigation or other legal process affecting or involving the <br />Party's ability to carry out its obligations under this Agreement. <br />V. OPERATOR REPRESENTATIONS AND OBLIGATIONS <br />5.1 Operator represents and warrants that it shall design, construct, own <br />operate and maintain the Project consistent with prudent industry standards, <br />codes and regulatory requirements and will use commercially reasonable efforts <br />to maximize the production from the Project over the term of this Agreement. <br />12 <br />