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ii. Seller's Taxes. Seller is responsible for: (1) payment of income taxes or similar taxes imposed on Seller's
<br /> revenues due to the sale of electricity under this Agreement; and (2)personal property taxes imposed on the
<br /> System("Seller's Taxes").
<br /> 4. RECs and Incentives. As the owner of the System, Seller is entitled to the benefit of, and will retain all ownership interests
<br /> in the RECs and Incentives.Purchaser shall cooperate with Seller in obtaining,securing and transferring any and all RECs and
<br /> Incentives. Purchaser is not obligated to incur any out—of—pocket costs or expenses in connection with such actions unless
<br /> reimbursed by Seller. Purchaser shall not make any filing or statements inconsistent with Seller's ownership interests in the
<br /> RECs and Incentives. If any RECs or Incentives are paid or delivered directly to Purchaser,Purchaser shall immediately pay
<br /> or deliver such items or amounts to Seller.
<br /> "Governmental Authority" means any foreign, federal, state, local or other governmental, regulatory or administrative
<br /> agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, court,
<br /> tribunal,arbitrating body or other governmental authority having jurisdiction or effective control over a Party.
<br /> "Incentives"means (i) a payment paid by a utility or state or local Governmental Authority based in whole or in part on the
<br /> cost or size of the System such as a rebate,(ii)aperformance-based incentive paid as a stream of periodic payments by a utility,
<br /> state or Governmental Authority based on the production of the System,(iii)investment tax credits,production tax credits,and
<br /> similar tax credits,grants or other tax benefits under federal,state or local law,and(iv)any other attributes,commodity,revenue
<br /> stream or payment in connection with the System(such as ancillary or capacity revenue),in each case of(i)through(iv)relating
<br /> to the construction,ownership,use or production of energy from the System,provided that Incentives shall not include RECs.
<br /> "BEC" means a renewable energy credit or certificate under any state renewable portfolio, standard or federal renewable
<br /> energy standard,voluntary renewable energy credit certified by a non-governmental organization,pollution allowance,carbon
<br /> credit and any similar environmental allowance or credit and green tag or other reporting right under Section 1605(b)of The
<br /> Energy Policy Act of 1992 and any present or future federal, state,or local law,regulation or bill,and international or foreign
<br /> emissions trading program,in each case relating to the construction,ownership,use or production of energy from the System,
<br /> provided that RECs shall not include Incentives.
<br /> 5. Proiect Completion.
<br /> a. Proiect Development. Seller shall diligently pursue the development and installation of the System, subject to
<br /> Section 2(c), Section 11 and the remaining provisions of this Section 5.
<br /> b. Permits and Approvals. Seller shall use commercially reasonable efforts to obtain the following at its sole cost and
<br /> expense(each an"Approval"):
<br /> i. any zoning,land use and building permits required for Seller to construct,install and operate the System; and
<br /> ii. any agreements and approvals from the utility necessary in order to interconnect the System to the utility's
<br /> electric distribution system.
<br /> Purchaser shall cooperate with Seller's reasonable requests to assist Seller in obtaining such Approvals, including, without
<br /> limitation the execution of documents required to be provided by Purchaser to the local utility.
<br /> C. Commencement of Installation. Seller shall exercise commercially reasonable efforts to achieve Commencement
<br /> of Installation of the System within 10 months after the Effective Date. "Commencement of Installation"means the
<br /> date that Seller or its installation contractor has begun physical installation of the System on the Premises.
<br /> d. Force Maieure.
<br /> i. Force Maieure Event. If either Party is unable to timely perform any of its obligations (other than payment
<br /> obligations)under this Agreement in whole or in part due to a Force Majeure Event,that Party will be excused
<br /> from performing such obligations for the duration of the time that such Party remains affected by the Force
<br /> Majeure Event; provided, that such Party uses commercially reasonable efforts to mitigate the impact of the
<br /> Force Majeure Event and resumes performance of its affected obligations as soon as reasonably practical. The
<br /> Party affected by the Force Majeure Event shall notify the other Party as soon as reasonably practical after the
<br /> affected Party becomes aware that it is or will be affected by a Force Majeure Event.If the Force Majeure Event
<br /> {7794548:1 SEIA C&I PPA,version 2.0
<br /> Exh. 3,p.2
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