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POWER PURCHASE AGREEMENT ("PPA") <br /> appropriate estimate thereof. Accordingly, in lieu of actual damages for such delay,Seller agrees <br /> that liquidated damages may be assessed and recovered by Purchaser as against Seller and its <br /> Surety, in the event of delayed removal and without Purchaser being required to present any <br /> evidence of the amount and character of actual damages sustained by reason thereof; therefore <br /> Seller shall be liable to Purchaser for payment of liquidated damages in the amount of One <br /> Thousand Dollars ($1,000) for each day that substantial removal beyond the agreed upon date. <br /> Such liquidated damages are intended to represent estimated actual damages and are not <br /> intended as a penalty,and Seller shall pay them to Purchaser without limiting Purchaser's right to <br /> terminate this agreement for default as provided elsewhere herein. <br /> 12. Measurement. Seller shall install one or more meter(s), as Seller deems appropriate, at or <br /> immediately before the Delivery Point to measure the output of the System. Such meter shall <br /> meet the general commercial standards of the solar photovoltaic industry or the required <br /> standard of the Utility. Seller shall maintain the meter(s) in accordance with industry standards. <br /> 13. Default, Remedies,and Damages. <br /> a. Default. Any Party that fails to perform its responsibilities as listed below or experiences <br /> any of the circumstances listed below shall be deemed to be the "Defaulting Party", the <br /> other Party shall be deemed to be the"Non-Defaulting Party", and each event of default <br /> shall be a "Default Event": <br /> i. Failure of a Party to pay any amount due and payable under this Agreement, <br /> other than an amount that is subject to a good faith dispute,within ten (10) days <br /> following receipt of written notice from the Non-Defaulting Party of such failure <br /> to pay("Payment Default"); <br /> ii. failure of a Party to substantially perform any other material obligation under this <br /> Agreement within thirty (30) days following receipt of written notice from the <br /> Non-Defaulting Party demanding such cure; provided, that such thirty (30) day <br /> cure period shall be extended (but not beyond ninety (90) days) if and to the <br /> extent reasonably necessary to cure the Default Event, if(A)the Defaulting Party <br /> initiates such cure within the thirty (30) day period and continues such cure to <br /> completion and (B) there is no material adverse effect on the Non-Defaulting <br /> Party resulting from the failure to cure the Default Event; <br /> iii. if any representation or warranty of a Party proves at any time to have been <br /> incorrect in any material respect when made and is material to the transactions <br /> contemplated hereby,if the effect of such incorrectness is not cured within thirty <br /> (30) days following receipt of written notice from the Non-Defaulting Party <br /> demanding such cure; <br /> iv. Purchaser loses its rights to occupy and enjoy the Premises; <br /> v. a Party becomes insolvent or is a part to a bankruptcy,reorganization,insolvency, <br /> liquidation receivership, dissolution, winding-up or relief of debtors, or any <br /> general assignment for the benefit of creditors or other similar arrangement or <br /> any event occurs or proceedings are taken in any jurisdiction with respect to the <br /> Page 20 of 49 <br />