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Trade Secret
<br />obligated to pay Tenant any Power Purchase
<br />performance or interruption of performance
<br />Payments after the Put or Call Closing date
<br />resulting from causes beyond its reasonable
<br />through the end of the Term for that Project as
<br />control, including without limitation fires, flood,
<br />specified in the Power Purchase Agreement.
<br />accidents, explosions, sabotage, strikes or other
<br />labor disturbances, product unavailability, labor
<br />5. Miscellaneous.
<br />unavailability, civil commotion, riots, invasions,
<br />a.
<br />Subordination to Utility Rebate Agreement.
<br />wars, acts of God, acts of government, terrorism
<br />No portion of this Agreement is intended to conflict
<br />or any cause (whether similar or dissimilar to the
<br />with any Utility Rebate Agreements (the "Utility
<br />foregoing) beyond the reasonable control of the
<br />Rebate Agreements") to which Tenant or
<br />Party.
<br />Customer is a party. In the case of a conflict
<br />i. Governing Law /Venue. This Agreement shall
<br />between the terms or conditions of this Agreement
<br />be governed by and construed in accordance with
<br />and the Utility Rebate Agreements, the terms and
<br />the laws of the State of Minnesota without regard
<br />conditions of Utility Rebate Agreements shall
<br />to its conflicts of laws principals. Any lawsuit
<br />control. The utility, or its successors and assigns,
<br />brought in connection with this Agreement shall be
<br />is a third -party beneficiary of the provision of this
<br />brought only in a court of general jurisdiction in
<br />paragraph. Nothing in this Agreement shall
<br />Hennepin County, Minnesota.
<br />prevent the utility, from fully enforcing the terms
<br />and conditions of Utility Rebate Agreements.
<br />j. Severability. The provisions of this Agreement
<br />are severable. If any part of this Agreement is
<br />b.
<br />Relationship of the Parties. The Parties shall for
<br />rendered void, invalid or unenforceable, such
<br />all purposes be considered independent
<br />rendering shall not affect the validity and
<br />contractors with respect to each other, and neither
<br />enforceability of the remainder of this Agreement.
<br />shall be considered an employee, employer,
<br />agent, principal, partner or joint venturer of the
<br />k. Successors and Assigns. This Agreement shall
<br />other.
<br />be binding upon and inure to the benefit of the
<br />c.
<br />Entire Agreement. This Agreement and all
<br />Parties and their respective successors and
<br />permitted assigns. Neither Party shall assign this
<br />schedules, exhibits and attachments hereto,
<br />Agreement, or any portion thereof, without the
<br />t
<br />together with any agreement reference herein,
<br />prior written consent of the other Party. Any
<br />constitute the entire agreement and
<br />attempted assignment or transfer without such
<br />understanding of the Parties relative to the subject
<br />prior written consent of the other Party shall be of
<br />matter hereof. The Parties have not relied upon
<br />no force or effect. Asto any permitted assignment:
<br />any promises, representations, warranties,
<br />(i) reasonable prior notice of any such assignment
<br />agreements, covenants or undertakings, other
<br />shall be given to the other Party; and (ii) any
<br />than those expressly set forth or referred to herein.
<br />assignee shall expressly assume the assignor's
<br />This Agreement replaces and supersedes any and
<br />obligations hereunder, unless otherwise agreed to
<br />all prior oral or written agreements,
<br />by the other Party in writing. Notwithstanding the
<br />representations and discussions relating to such
<br />foregoing, as may be required for Tenant to avoid
<br />subject matter.
<br />being classified as a Public Utility under Minnesota
<br />d.
<br />Survival of Representations. All
<br />Statutes Chapter 216B.02, Subd. 4., orto leverage
<br />representations, warranties, covenants and
<br />tax benefits as tax owner, Tenant may, at its sole
<br />agreements of the Parties contained in this
<br />discretion, assign and/or sublease all or part of its
<br />Agreement, or in any instrument, certificate,
<br />full interest under the Facility Lease Agreement to
<br />exhibit or other writing provided for in it, shall
<br />a controlled affiliate of Tenant, assign its rights
<br />survive the execution of this Agreement and the
<br />under the Power Purchase Agreement a
<br />consummation of the transactions contemplated
<br />controlled affiliate of Tenant, assign its rights
<br />herein.
<br />under this Agreement to a controlled affiliate of
<br />Tenant, or assign this Agreement in connection
<br />e.
<br />Amendment. This Agreement may be amended
<br />with any sale of any or all of its Assets to a third
<br />or modified only by a writing executed by the
<br />party or Bank.
<br />Parties to this Agreement. No custom or practice
<br />of the Parties at variance with the terms hereof
<br />I. Time is of the Essence. Time is of the essence
<br />shall have any effect.
<br />with respect to all of the terms of this Agreement.
<br />f.
<br />Notices. All notices to be given under this
<br />m. Data Practices. Seller considers the information
<br />Agreement shall be in writing and shall be
<br />contained in this Agreement related to
<br />effectively given upon personal delivery, facsimile
<br />the programs, methods, techniques and
<br />or email transmission (with confirmation of
<br />processes utilized by Seller to offer and implement
<br />receipt), delivery by overnight delivery service or
<br />the Energy System to be trade secret information
<br />three days following deposit in the United States
<br />of Seller as defined in the Minnesota Government
<br />Mail (certified or registered mail, postage prepaid,
<br />Data Practices Act Ch. 13 .37 Subd. 1 (b)
<br />return receipt requested).
<br />GENERAL NONPUBLIC DATA. In no event shall
<br />this information be shared or disclosed with any
<br />g.
<br />No Delay. No delay or failure on the part of any
<br />person or third party without the prior written
<br />Party hereto to exercise any right, power or
<br />approval of Seller.
<br />privilege hereunder shall operate as a waiver
<br />thereof.
<br />[SIGNATURE PAGE FOLLOWS]
<br />h.
<br />Force Majeure. Neither Party will be liable to the
<br />other Party for any delay, error, failure in
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