R2022-163 Resolution Authozing Agreement with Ameren Illinois Company for Interconnection Solar

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mutually agreed-upon third-party, with any interest to inure to the benefit of the interconnection customer. Article 6. Assignment, Limitation on Damages,Indemnity, Force Majeure, and Default 6.1 Assignment This Agreement may be assigned by either Party. If the interconnection customer attempts to assign this Agreement,the assignee must agree to the terms of this Agreement in writing and such writing must be provided to the EDC. Any attempted assignment that violates this Article is void and ineffective. Assignment shall not relieve a Party of its obligations,nor shall a Party's obligations be enlarged, in whole or in part,by reason of the assignment. An assignee is responsible for meeting the same obligations as the assignor. 6.1.1 Either Party may assign this Agreement without the consent of the other Party to any affiliate (including mergers, consolidations, or transfers, or a sale of a substantial portion of the Party's assets,between the Party and another entity), of the assigning Party that has an equal or greater credit rating and the legal authority and operational ability to satisfy the obligations of the assigning Party under this Agreement. 6.1.2 The interconnection customer can assign this Agreement,without the consent of the EDC, for collateral security purposes to aid in providing financing for the distributed generation facility. 6.2 Limitation on Damages Except for cases of gross negligence or willful misconduct, the liability of any Party to this Agreement shall be limited to direct actual damages and reasonable attorney's fees, and all other damages at law are waived. Under no circumstances, except for cases of gross negligence or willful misconduct, shall any Party or its directors, officers, employees and agents, or any of them,be liable to another Party,whether in tort, contract or other basis in law or equity for any special, indirect,punitive, exemplary or consequential damages, including lost profits, lost revenues,replacement power, cost of capital or replacement equipment. This limitation on damages shall not affect any Party's rights to obtain equitable relief, including specific performance, as otherwise provided in this Agreement. The provisions of this Article 6.2 shall survive the termination or expiration of the Agreement. 6.3 Indemnity 6.3.1 This provision protects each Party from liability incurred to third parties as a result of carrying out the provisions of this Agreement. Liability under this provision is exempt from the general limitations on liability found in Article 6.2.