authority or discretion conferred upon that Party in such capacity. . PURPOSE The Parties agree that, subject to the terms and conditions set forth in this Agreement, the Seller shall invest, construct, install, own, operate, and maintain the System located at the Property and the Purchaser shall purchase all of the power generated by the System from the Seller under the terms and conditions set forth herein. CONDITIONS PRIOR TO POWER SALE AND PURCHASE Upon the execution of this Agreement, the Seller shall commence a due diligence and a thorough physical inspection of the Property (the “Property Audit”) to confirm the suitability of the Property for the construction, installation, operation and maintenance of the System. After the completion of the Property Audit: the Seller shall provide the Purchaser with a proposed design of the System (the “System Design”); the Seller may request the Purchaser to verify, renovate, repair, improve or change the Property (including but not limited to the removal of trees or shading and the repair of roof leakages) (the “Property Modification”) as necessary and with approval of the Purchaser to enable the Seller to safely and efficiently construct, install, operate and maintain the System. Such request shall be in writing and will be referred to as the “Property Modification Statement”; the Seller shall consult with the Purchaser regarding the System Design and the Property Modification Statement, if any, and provide feedback on the System Design after receipt of the abovementioned documents; and the Purchaser may ask to revise the System Design, provided that the revisions shall not materially affect the nature, scope and/or schedule of the whole System Installation. If there is a Property Modification and the Purchaser does not agree to carry out the Property Modification, either Party is entitled to terminate this Agreement. The termination of this Agreement by either Party under this Clause 3.4 shall not give rise to any legal liability for the Seller. Each Party shall be responsible for its own costs and expenses incurred before or on the termination date of this Agreement. Upon the Parties’ agreement on the System Design and the Property Modification, the Seller shall, at its own costs and expenses, prepare and submit applications for any Governmental Approvals (in its own name and/or on behalf of the Purchaser) as required for the agreed Property Modification and the construction, installation, operation and maintenance of the System. The Purchaser shall give cooperation to the Seller as necessary.
If the Seller sends an invoice to the Purchaser for Estimated Production pursuant to the preceding paragraph, and the Seller subsequently determines that it has either overestimated or underestimated the actual production, then the Seller will adjust the next bill downwards (to refund the overbilling) or upwards (to make up for the lost billing), as the case may be. EVENTS OF DEFAULT The Purchaser shall be in default under this Agreement if any one of the following events occur: (a) The Purchaser fails to make payment of any amount due and such failure continues for a period of 30 days after receipt of written notice of such (b) The Purchaser fails to perform any obligation specified under this Agreement and fails to commence (and thereafter diligently proceed with) appropriate steps to remedy such failure within a period of 60 days from the date of written notice identifying the breach and requiring the remedy of the breach; or (c) The Purchaser makes an assignment for the benefit of creditors, admits in writing its insolvency, files or there is filed against it a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent or undertakes or experiences any substantially similar activity. The Seller shall be in default under this Agreement if any one of the following events occur: (a) The Seller fails to perform any obligation specified under this Agreement and fails to commence (and thereafter diligently proceed with) appropriate steps to remedy such failure within a period of 60 days from the date of written notice identifying the breach and requiring the remedy of the breach. (b) The Seller makes an assignment for the benefit of creditors, admits in writing its insolvency, files or there is filed against it a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent or undertakes or experiences any substantially similar activity. REMEDIES IN THE CASE OF DEFAULT/TERMINATION If there is an event of default by the Purchaser under Clause 13.1, the Seller may take any one or more of the following actions. The Seller may: (a) terminate this Agreement by giving written notice to the Purchaser of such breach and the intention to terminate this Agreement, which termination shall be effective on a date specified by the Seller that is no earlier than 30 days following the date of such notice;
be enforced against the relevant Party’s assets wherever they are located or may be found, and a judgment upon any arbitral award may be entered by any court having jurisdiction thereof. The Parties have caused this Agreement to be executed in duplicate as of the day and year first written above, and each Party has retained one copy. [ ● Purchaser Name ] ___________________________________ By: [] Title: Director ___________________________________ By: [] Title: Director [ ● Seller Name ]. ___________________________________ By: [] Title: Director ___________________________________ By: [] Title: Director