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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 Liabilitv.
<br /> i. 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 been joint,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 /> {7794548:1 SEIA C&I PPA,version 2.0
<br /> Exh.3,p. 11
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