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delivery date after deposit with overnight courier, or five(5) days after deposit in the mail. Notices shall be sent to
<br /> the person identified in this Agreement at the addresses set forth in this Agreement or such other address as either
<br /> party may specify in writing. Each party shall deem a document faxed,emailed or electronically sent in PDF form
<br /> to it as an original document.
<br /> c. ,Survival. Provisions of this Agreement that should reasonably be considered to survive termination of this
<br /> Agreement shall survive.
<br /> d. Further Assurances. Each of the Parties hereto agree to provide such information, execute and deliver any
<br /> instruments and documents and to take such other actions as may be necessary or reasonably requested by the other
<br /> Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of
<br /> obligations other than those provided for in this Agreement,to give full effect to this Agreement and to carry out the
<br /> intent of this Agreement.
<br /> e. Richt of Waiver. Each Party, in its sole discretion, shall have the right to waive, defer or reduce any of the
<br /> requirements to which the other Party is subject under this Agreement at any time(other than with respect to and/or
<br /> relating to the obligation to make any payment due under this Agreement);provided, however that neither Party
<br /> shall be deemed to have waived, deferred or reduced any such requirements unless such action is in writing and
<br /> signed by the waiving Party. No waiver will be implied by any usage of trade, course of dealing or course of
<br /> performance.A Party's exercise of any rights hereunder shall apply only to such requirements and on such occasions
<br /> as such Party may specify and shall in no event relieve the other Party of any requirements or other obligations not
<br /> so specified. No failure of either Party to enforce any term of this Agreement will be deemed to be a waiver. No
<br /> exercise of any right or remedy under this Agreement by Purchaser or Seller shall constitute a waiver of any other
<br /> right or remedy contained or provided by law. Any delay or failure of a Party to exercise,or any partial exercise of,
<br /> its rights and remedies under this Agreement shall not operate to limit or otherwise affect such rights or remedies.
<br /> Any waiver of performance under this Agreement shall be limited to the specific performance waived and shall not,
<br /> unless otherwise expressly stated in writing,constitute a continuous waiver or a waiver of future performance.
<br /> f. LeniparathgAggligengc. It is the intent of the Parties that where negligence is determined to have been joint,
<br /> contributory or concurrent,each Party shall bear the proportionate cost of any Liability.
<br /> g. Non-Dedication of Facilities. Nothing herein shall be construed as the dedication by either Party of its facilities or
<br /> equipment to the public or any part thereof. Neither Party shall knowingly take any action that would subject the
<br /> other Party, or other Party's facilities or equipment, to the jurisdiction of any Governmental Authority as a public
<br /> utility or similar entity. Neither Party shall assert in any proceeding before a court or regulatory body that the other
<br /> Party is a public utility by virtue of such other Party's performance under this agreement. If Seller is reasonably
<br /> likely to become subject to regulation as a public utility,then the Parties shall use all reasonable efforts to restructure
<br /> their relationship under this Agreement in a manner that preserves their relative economic interests while ensuring
<br /> that Seller does not become subject to any such regulation. If the Parties are unable to agree upon such
<br /> restructuring,Seller shall have the right to terminate this Agreement without further liability,and Seller shall remove
<br /> the System in accordance with Section 11 of this Agreement.
<br /> h. Estoppel. Either Party hereto,without charge,at any time and from time to time,within five(5)business days after
<br /> receipt of a written request by the other party hereto, shall deliver a written instrument,duly executed,certifying to
<br /> such requesting party, or any other person specified by such requesting Party: (i)that this Agreement is unmodified
<br /> and in full force and effect, or if there has been any modification, that the same is in full force and effect as so
<br /> modified,and identifying any such modification.
<br /> Service Contract. The Parties intend this Agreement to be a "service contract" within the meaning of Section
<br /> 7701(e)(3)of the Internal Revenue Code of 1986. Purchaser will not take the position on any tax return or in any
<br /> other filings suggesting that it is anything other than a purchase of electricity from the System.
<br /> j. No Partnership. No provision of this Agreement shall be construed or represented as creating a partnership,trust,
<br /> joint venture,fiduciary or any similar relationship between the Parties. No Party is authorized to act on behalf of the
<br /> other Party,and neither shall be considered the agent of the other.
<br /> k. Full Agreement, Modification, Invalidity,Counterparts,Captions. This Agreement,together with any Exhibits,
<br /> completely and exclusively states the agreement of the Parties regarding its subject matter and supersedes all prior
<br /> proposals, agreements, or other communications between the Parties, oral or written, regarding its subject matter.
<br /> This Agreement may be modified only by a writing signed by both Parties. If any provision of this Agreement is
<br /> found unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or
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