Power Purchase And Sale Agreement (Page 6 of 8) in pdf

based on the grounds of forum non conveniens, which it may have from or to the bringing of the

dispute in such jurisdiction.

8.10. Waiver of Jury Trial. To the fullest extent permitted by law, each of the Parties

waives any right it may have to a trial by jury in respect of litigation directly or indirectly arising

out of, under or in connection with this Agreement.

8.11. Attorneys’ Fees. If a Party commences a legal proceeding against the other Party

because of an alleged breach of such Party’s obligations under this Agreement, each Party shall

bear its own expenses, including reasonable attorneys’ fees, incurred in connection with the legal

proceeding and any appeal thereof.

8.12. Binding Effect. This Agreement shall inure to the benefit of and be binding upon

the Parties and their respective successors and permitted assigns.

8.13. Counterparts. This Agreement may be executed in counterparts, including in

facsimile and electronic formats (including portable document format (.pdf)), each of which is an

original and all of which constitute one and the same instrument.

8.14. Compliance with Law. Each Party shall at all times comply in all respects with

all applicable laws. As applicable, each Party shall give all required notices, and shall procure

and maintain all necessary governmental permits, licenses, and inspections necessary for

performance of this Agreement, and shall pay its respective charges and fees in connection

therewith.

8.15. Enforcement of Rights. At Customer’s request, SRP shall have the right but not

the obligation, to enforce on Customer’s behalf any of Customer’s rights and remedies against

Seller that arise under the Project Agreement.

8.16

Construction. The headings in this Agreement are inserted for convenience only,

and shall not constitute a part of this Agreement or be used to construe or interpret any of its

provisions. The parties have participated jointly in negotiating and drafting this Agreement. If a

question of interpretation arises, this Agreement shall be construed as if drafted jointly by the

parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by

virtue of the authorship of any provision of this Agreement. Any reference to any statute shall be

deemed to refer to the statute, as amended, and to all rules and regulations promulgated

thereunder, as amended, unless the context requires otherwise.

The word “include” or

“including” means include or including, without limitation.

[signatures appear on the following page]

Power Purchase And Sale Agreement Page 6