Power Purchase And Sale Agreement (Page 5 of 8) in pdf

Assignment. Neither Party may assign this Agreement without the other Party’s

8.1.

prior written consent, such consent not to be unreasonably delayed, conditioned or withheld. For

purposes of this Agreement, any direct or indirect change in control of a Party shall constitute an

assignment.

8.2.

Governing Law.

This Agreement and the rights and duties of the Parties

hereunder shall be governed by and construed, enforced and performed in accordance with the

laws of the State of Arizona, without regard to its principles of conflicts of law.

8.3.

Entire Agreement. This Agreement constitutes the entire agreement between the

Parties with respect to the subject matter hereof and supersedes all prior discussions and

agreements between the Parties with respect to the subject matter hereof. There are no prior or

contemporaneous agreements or representations affecting the same subject matter other than

those expressed herein.

8.4.

Amendment. No amendment, modification or change to this Agreement shall be

enforceable unless set forth in writing and executed by both Parties.

8.5.

Non-Waiver. No waiver by any Party hereto of any one or more defaults by the

other Parties in the performance of any of the provisions of this Agreement shall be construed as

a waiver of any other default or defaults whether of a like kind or different nature. No failure or

delay by any Party hereto in exercising any right, power, privilege, or remedy hereunder shall

operate as a waiver thereof.

8.6.

Severability. Any provision of this Agreement declared or rendered invalid,

unlawful, or unenforceable by any applicable governmental authority or deemed unlawful

because of a change in applicable law shall not otherwise affect the remaining lawful obligations

that arise under this Agreement, provided that the Parties shall use commercially reasonable

efforts to reform this Agreement in order to give effect to the original intention of the Parties.

8.7.

No Third-Party Beneficiaries.

Nothing in this Agreement shall provide any

benefit to any third Person or entitle any third Person to any claim, cause of action, remedy or

right of any kind, it being the intent of the Parties that this Agreement shall not be construed as a

third-party beneficiary contract.

8.8.

Relationships of Parties. The Parties shall not be deemed to be in a relationship of

partners or joint venturers by virtue of this Agreement, nor shall any Party be an agent,

representative, trustee or fiduciary of any other Party. Neither Seller nor SRP shall have any

authority to bind the other to any agreement. This Agreement is intended to secure and provide

for the services of each Party as an independent contractor.

8.9.

Jurisdiction; Venue. Any dispute relating to this Agreement shall be brought

exclusively in the Maricopa County, Arizona Superior Court or in the United States District

Court for the District of Arizona. By execution and delivery of this Agreement, with respect to

such disputes, each of the parties knowingly, voluntarily and irrevocably (a) consents, for itself

and in respect of its property, to the exclusive jurisdiction of these courts; and (b) waives any

immunity or objection, including any objection to personal jurisdiction or the laying of venue or

Power Purchase And Sale Agreement Page 5

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