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violate any law; and this Agreement is the valid obligation of such Party, enforceable against such Party in <br />accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, reorganization, <br />moratorium and other similar laws now or hereafter in effect relating to creditors' rights generally). <br />ii. Such Party has obtained all licenses, authorizations, consents and approvals required by any Governmental <br />Authority or other third party and necessary for such Party to own its assets, carry on its business and to execute <br />and deliver this Agreement; and such Party is in compliance with all laws that relate to this Agreement in all <br />material respects. <br />b. Purchaser's Representations and Warranties. Purchaser represents and warrants to Seller the following: <br />Licenses. (a) Purchaser has title to or a leasehold or other valid property interest in the Premises such that <br />Purchaser has the full right, power and authority to grant the Licenses in Section 7(a), (b) such grant of the <br />Licenses does not violate any law, ordinance, rule or other governmental restriction applicable to Purchaser or <br />the Premises and is not inconsistent with and will not result in a breach or default under any agreement by which <br />Purchaser is bound or that affects the Premises, and (c) if Purchaser does not own the Premises or any <br />Improvement on which the System is to be installed, Purchaser has obtained all required consents from the owner <br />of the Premises and/or Improvements, as the case may be, to grant the Licenses to Seller so that Seller may <br />perform its obligations under this Agreement. <br />ii. Other Aereements. Neither the execution and delivery of this Agreement by Purchaser nor the performance by <br />Purchaser of any of its obligations under this Agreement conflicts with or will result in a breach or default under <br />any agreement or obligation to which Purchaser is a party or by which Purchaser is bound. <br />iii. Accuracy of Information. All information provided by Purchaser to Seller, as it pertains to (a) the Premises, <br />(b) the Improvements on which the System is to be installed, if applicable, (c) Purchaser's planned use of the <br />Premises and any applicable Improvements, and (d) Purchaser's estimated electricity requirements, is accurate <br />in all material respects. <br />iv. Purchaser Status. Purchaser is not a public utility or a public utility holding company and is not subject to <br />regulation as a public utility or a public utility holding company. <br />V. Limit on Use. No portion of the electricity generated by the System shall be used to heat a swimming pool.' <br />C. Seller's Warranties. <br />i. If Seller penetrates the roof of any Improvement on which the System is installed, during System installation or <br />any System repair, Seller shall warrant roof damage it causes as a direct result of these roof penetrations. This <br />roof warranty shall terminate upon the later of (a) one (1) year following the completion of the System installation <br />or repair, as the case may be, and (b) the length of any then -effective installer warranty on the applicable roof. <br />ii. If Seller damages any other part of the Premises or any Improvement (including roof damages not covered under <br />Section 12(c)(i) above), Seller shall repair or reimburse Purchaser for such damage, as agreed by the Parties. <br />d. NO OTHER WARRANTY. THE WARRANTIES SET FORTH IN SECTIONS 12(a) AND 12(c) OF THIS <br />AGREEMENT ARE PURCHASER'S SOLE AND EXCLUSIVE BASIS FOR ANY CLAIM OR LIABILITY <br />ARISING OUT OF OR IN CONNECTION WITH THIS SECTION 12, WHETHER ARISING IN CONTRACT, <br />TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. OTHER THAN AS EXPRESSLY <br />SET FORTH IN SECTIONS 12(a) AND 12(c), NO WARRANTY, WHETHER STATUTORY, WRITTEN, ORAL, <br />EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY <br />AND FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM COURSE OF DEALING <br />OR USAGE OF TRADE, APPLIES UNDER THIS AGREEMENT. IF A PERFORMANCE GUARANTY IS BEING <br />PROVIDED PURSUANT TO SECTION 4(d) OF EXHIBIT 1, THE PERFORMANCE GUARANTY WILL <br />REPRESENT A SEPARATE CONTRACT BETWEEN PURCHASER AND THE ISSUER OF THE <br />This limitation reflects the requirements to qualify for the Federal Energy Tax Credit under §48 of the Internal Revenue Code.,--� <br />Individual states or localities may have further restrictions on the use of electricity from the System. Purchasers and Sellers are <br />encouraged to consult local law to ensure that no such restrictions are being violated. <br />(7794548:) SEIA C&I PPA, version 2.0 <br />Exh. 3, p. 8 <br />