Off-island ppa
Suspension of Performance
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- Limitations of Liability; Remedies and Damages .
- Cure by Lenders .
- MERCHANTABILITY AND FITNESS
- COMPLIANCE WITH LEGAL REQUIREMENTS; CHANGE IN LAW
- Change in Law .
Suspension of Performance.In addition to the remedies set forth above and, notwithstanding other provisions herein, whenever any Event of Default shall have occurred and is continuing, and notwithstanding any dispute resolution process commenced under Article 16, the Non–Defaulting Party, to the extent permitted by Legal Requirements and to the extent of such default, shall be entitled to suspend immediately its performance under this Agreement until such Event of Default is cured. Limitations of Liability; Remedies and Damages.Each Party acknowledges and agrees that in no event shall any of the Party’s Affiliates, partners, trustees, members, shareholders, owners, officers, managers, directors, employees, or any Affiliates thereof be liable to the other Party for any payments, obligations or performance due under this Agreement or any breach or failure of performance of either Party; and the sole recourse for payment or performance of the obligations under this Agreement shall be against Seller, Seller’s Guarantor or issuer or of any Letter of Credit for the account of Seller, or Buyer and each of their respective assets and not against any other Person. Cure by Lenders.All rights of Buyer to terminate this Agreement as a result of the occurrence of any Seller Event of Default shall be subject to and conditioned upon Buyer having first given Lead Lender written notice of such Seller Event of Default pursuant to Section 12.3 and said Lead Lender having failed to remedy such default within the later of (i) thirty (30) Days after receipt of notice from Buyer, or (ii) thirty (30) Days after the last Day Seller could have cured such Seller Event of Default pursuant to the terms of this Agreement; provided, however, that the Lead Lender’s cure period for failure to make any payment when due shall be ten (10) Business Days. MERCHANTABILITY AND FITNESSNO MERCHANTABILITY AND FITNESS WARRANTY. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, IN FACT OR BY LAW, CONCERNING THE ANY PRODUCT SOLD HEREUNDER, INCLUDING AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. COMPLIANCE WITH LEGAL REQUIREMENTS; CHANGE IN LAWCompliance.Seller covenants that as of the Execution Date and throughout the Term, Seller shall be in compliance with all Legal Requirements applicable to Seller (including the terms and conditions set forth in Supplement 1) with respect to the ownership, construction, operation and maintenance of the Projects, including (without limitation) all requirements to seek, obtain, maintain, comply with and, as necessary, renew and modify from time to time, any and all Consents. Change in Law.Seller shall be responsible for and pay for all additional costs resulting from a Change in Law affecting or arising on Seller’s side of the Cable Delivery Point. Buyer shall be responsible for and pay for all additional costs resulting from a Change in Law affecting or arising on Buyer’s side of the Cable Delivery Point (other than ad valorem, franchise or income taxes which are related to the sale of Products to Buyer and are, therefore, the responsibility of Seller). The affected Party shall deliver written notice to the other Party as soon as practicable after it becomes aware of the occurrence of a Change in Law, which notice shall describe in reasonable detail the Change in Law, its effects on the affected Party or the Projects, the additional costs associated with remedial measures or other expenses to be undertaken with respect to the affected Party or the Projects due to such Change in Law, except that: If a Change in Law occurs that results in an increase in costs classified as “capital costs” with respect to one or both of the Projects pursuant to GAAP, including costs associated with a material modification (including any capital improvement or addition) to one or both of the Projects, Seller shall be responsible for all such costs during the Base Term and Extended Term, if applicable (“Seller’s Change in Law Capital Costs”); provided, that the aggregate Seller’s Change in Law Capital Costs shall not exceed Seller’s CIL Cap.In the event that Seller’s Change in Law Capital Costs exceed the Seller’s CIL Cap, the Parties shall meet and confer to determine whether and to the extent to which they will share such costs in excess of the Seller CIL Cap (“Seller’s Excess Costs”); provided, that if the Parties do not agree to sharing of costs within sixty (60) Days of the Change in Law event, (or if later, the date said Change in Law event was discovered), Seller or Buyer may elect to absorb all such Seller’s Excess Costs or alternatively either Party may terminate this Agreement by providing written notice to the other Party within ninety (90) Days of the Change in Law event (or if later, the date said Change in Law event was discovered). Upon termination of this Agreement pursuant to this Section 14.2, (a) neither Party shall have any obligation or financial liability to the other Party as a result of such termination, including the payment of any Termination Payment and (b) Seller shall be permitted to sell, free and clear of any claim by Buyer, any Products contemplated under this Agreement to any third Person.If Buyer elects to absorb some or all of Seller’s Excess Costs associated with a Change in Law, Buyer may elect to either (a) pay or reimburse such Seller’s Excess Costs in a lump sum payment, or (b) reimburse Seller for Seller’s Excess Costs through Monthly payments in accordance with Section 14.2(iv) and invoiced by Seller to Buyer as set forth in Article 6.If Buyer elects to reimburse Seller for Seller’s Excess Costs through Monthly payments as set forth in Section 14.2(iii) above, Seller shall calculate a “Monthly Surcharge” by amortizing such amounts over the remaining Term at an annual interest rate of __ percent (__%).Directory: proposals proposals -> Title 157 State Fire Marshal Chapter 8 permissible fireworks in the state of nebraska for 2008 2009 proposals -> Online Course Proposal Form proposals -> Course Title & Number: Bus 14 Business Communication Faculty Name: Melissa Patterson Course Delivery Method (check one) proposals -> IPad/Mobile Learning Strategies: iLearn, iPractice, and iEvaluate proposals -> Computational X: Integrating Computational Thinking across Disciplines Austin Cory Bart, Dennis Kafura proposals -> Title 435 private detective licensing act numerical table of contents proposals -> Bif 400 – Bioinformatics Senior Seminar Generic Syllabus proposals -> Contact Information 1102 Education Tower Download 0.54 Mb. 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