Default
50
16.2
Cancellation and Termination; Deferral of Purchase Obligations
51
ARTICLE 17.
INDEMNIFICATION
53
17.1
General Indemnity
53
17.2
Indemnity Against Infringement
54
17.3
Treatment of Infringing Equipment
54
17.4
Indemnification Procedure
55
17.5
Survival of Indemnities
55
ARTICLE 18.
REPRESENTATIONS AND WARRANTIES
55
18.1
Representations and Warranties by Seller
55
18.2
Representations and Warranties of Owner
56
ARTICLE 19.
CONFIDENTIALITY
57
19.1
Confidentiality
57
ARTICLE 20.
DISPUTE RESOLUTION
58
iii
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separately with the Commission.
20.1
Dispute Resolution; Consent to Non-Exclusive Jurisdiction
58
ARTICLE 21.
GENERAL PROVISIONS
58
21.1
Waiver
59
21.2
Successors and Assigns
59
21.3
Notices
59
21.4
[Reserved]
60
21.5
Governing Law
60
21.6
Amendments
61
21.7
Attachments Incorporated
61
21.8
Entire Agreement
61
21.9
Survival
61
21.10
Attorneys' Fees and Costs
61
21.11
Site Regulations
61
21.12
Wind Speed Projections
61
21.13
Intellectual Property
62
21.14
Counterparts
62
21.15
Time for Claims
62
21.16
Late Payments; Right to Withhold Disputed Amounts
62
21.17
Financier's Cure Rights
62
21.18
Modification to Standards
62
21.19
English Language Documents
63
iv
[***] Confidential portions of this document have been redacted and filed
separately with the Commission.
LIST OF APPENDICES
APPENDIX 1 Definitions
LIST OF EXHIBITS
EXHIBIT A
Specifications for Wind Turbines
(i) MWT92/2.4 model with 80 meter Tower (with 4.5 meter outer diameter)
(ii) MWT92/2.4 model with 80 meter Tower (with 4.8 meter outer diameter)
(iii) MWT95/2.4 model with 80 meter Tower (with 4.5 meter outer diameter)
(iv) MWT95/2.4 model with 80 meter Tower (with 4.8 meter outer diameter)
EXHIBIT B
Requirements for Site Conditions Report EXHIBIT B-1
Site
Description EXHIBIT B-2
Site Plan EXHIBIT C-1
Form of MHI Guaranty
Agreements EXHIBIT C-2
Form of Owner Parent Guaranty Agreement EXHIBIT D
Delivery Schedule EXHIBIT D-1
Transportation Requirements EXHIBIT E
Component Shipping List EXHIBIT F
Site Calibration Procedures EXHIBIT G-1
Site Conditions EXHIBIT G-2
[Reserved] EXHIBIT H
Power Curve Test Procedures
EXHIBIT H-1
Power Curve Test Certificate EXHIBIT I
Noise Requirement
EXHIBIT I-1
Noise Level Test Procedures EXHIBIT J
Insurance Requirement
(Owner & Seller) EXHIBIT K
Form of Partial (Conditional/Unconditional) Lien
Waiver EXHIBIT K-1
Form of Final Unconditional Lien Waiver EXHIBIT L
Technical Advisor Fee Schedule EXHIBIT M
Form of Mechanical Completion
Certificate EXHIBIT M-1
Mechanical Completion Checklist EXHIBIT N
Form of
Commissioning Certificate EXHIBIT O
Commissioning Procedures EXHIBIT P
Certificate of Project Commercial Operations EXHIBIT Q
Form of WTG Substantial
Completion Certificate EXHIBIT R
Form of Final Completion Certificate
EXHIBIT S
Form of Wind Turbine Maintenance and Service Agreement EXHIBIT T
Form of Project Designation (for Original Project Per Section ) EXHIBIT U
Form of Owner Letter of Credit EXHIBIT V
Recommended Initial Spare Parts
List EXHIBIT W
Designation of Additional Project (Per Section 3.1(b))
EXHIBIT X
Escalation Adjustment Procedure
v
[***] Confidential portions of this document have been redacted and filed
separately with the Commission.
Wind Turbine
Supply Agreement
THIS WIND TURBINE GENERATORS SUPPLY, TECHNICAL ASSISTANCE AND WARRANTY
AGREEMENT (this "Agreement" or "Supply