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ii. Purchaser Indemnity. Purchaser shall hold harmless all of Seller's Second Parties from and against all Liabilities
<br />arising out of or relating to the existence at, on, above, below or near the Premises of any Hazardous Substance,
<br />except to the extent deposited, spilled or otherwise caused by Seller or any of its contractors, agents or employees.
<br />iii. Notice. Each Party shall promptly notify the other Party if it becomes aware of any Hazardous Substance on or
<br />about the Premises generally or any deposit, spill or release of any Hazardous Substance. "Hazardous
<br />Substance" means any chemical, waste or other substance (a) which now or hereafter becomes defined as or
<br />included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely
<br />hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants," "pollution,"
<br />"pollutants," "regulated substances," or words of similar import under any laws pertaining to the environment,
<br />health, safety or welfare, (b) which is declared to be hazardous, toxic, or polluting by any Governmental
<br />Authority, (c) exposure to which is now or hereafter prohibited, limited or regulated by any Governmental
<br />Authority, (d) the storage, use, handling, disposal or release of which is restricted or regulated by any
<br />Governmental Authority, or (e) for which remediation or cleanup is required by any Governmental Authority.
<br />C. Limitations on Liability.
<br />No Consequential Damages. Except with respect to indemnification of third -party claims pursuant to Section
<br />16, neither Party nor its directors, officers, shareholders, partners, members, agents and employees
<br />subcontractors or suppliers will be liable for any indirect, special, incidental, exemplary, or consequential loss
<br />or damage of any nature (including, without limitation, lost revenues, lost profits, lost business opportunity or
<br />any business interruption) arising out of their performance or non-performance hereunder even if advised of
<br />such. Notwithstanding the previous sentence, the Termination Payment set forth in Section 6 of Exhibit 1 shall
<br />be deemed to be direct, and not indirect or consequential damages for purpose of this Section 15(d)(i)
<br />ii. Actual Damages. Except with respect to indemnification of Claims pursuant to this Section 15, and except as
<br />otherwise limited in Section 13(c), Seller's aggregate liability under this Agreement arising out of or in
<br />connection with the performance or non-performance of this Agreement cannot exceed the total payments made
<br />(and, as applicable, projected to be made) by Purchaser under this Agreement. The provisions of this Section
<br />15(d)(ii) will apply whether such liability arises in contract, tort, strict liability or otherwise.
<br />d. EXCLUSIVE REMEDIES. TO THE EXTENT THAT THIS AGREEMENT SETS FORTH SPECIFIC REMEDIES
<br />FOR ANY CLAIM OR LIABILITY, SUCH REMEDIES ARE THE AFFECTED PARTY'S SOLE AND
<br />EXCLUSIVE REMEDIES FOR SUCH CLAIM OR LIABILITY, WHETHER ARISING IN CONTRACT, TORT
<br />(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
<br />e. Comparative Negligence. Where negligence is determined to have beenjoint, contributory or concurrent, each Party
<br />shall bear the proportionate cost of any Liability.
<br />16. Change in Law.
<br />a. Impacts of Change in Law. If Seller determines that a Change in Law has occurred or will occur that has or will
<br />have a material adverse effect on Seller's rights, entitlement, obligations or costs under this Agreement, then Seller
<br />may so notify the Purchaser in writing of such Change in Law. Within thirty (30) days following receipt by the
<br />Purchaser of such notice, the Parties shall meet and attempt in good faith to negotiate such amendments to this
<br />Agreement as are reasonably necessary to preserve the economic value of this Agreement to both Parties. If the Parties
<br />are unable to agree upon such amendments within such thirty (30) day period, then Seller may terminate this
<br />Agreement and remove the System and restore the Premises in accordance with Section 9 without either Party having
<br />further liability under this Agreement except with respect to liabilities accrued prior to the date of termination.
<br />b. Illegality or Impossibility. If a Change in Law renders this Agreement, or Seller's performance of this Agreement,
<br />either illegal or impossible, then Seller may terminate this Agreement immediately upon notice to Purchaser without
<br />either Party having further liability under this Agreement except with respect to liabilities accrued prior to the date of
<br />termination.
<br />C. "Change in Law" means (i) the enactment, adoption, promulgation, modification or repeal after the Effective Date
<br />of any applicable law or regulation, (ii) the imposition of any material conditions on the issuance or renewal of any
<br />applicable permit after the Effective Date (notwithstanding the general requirements contained in any applicable
<br />(7794548:) SETA C&I PPA, version 2.0
<br />Exh. 3, p. 11
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