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10 Force Majeure Events, (ii) weather and (iii) decreases in Delivered Energy resulting from an emergency situation that threatens injury to persons or property that was not a result of the acts or omissions of Operator. 7.4 Delivery Shortfalls. If, at the end of a Contract Year, the Subscriber’s Allocated Percentage of Delivered Energy for such Contract Year is less than the Guaranteed Output (the “Shortfall Amount”), then Operator shall pay Subscriber an amount equal to the excess, if any, of (1) the difference between the Bill Credits that Subscriber would have received and the Payments that would have been due had the Shortfall Amount been delivered over (2) the difference between the Bill Credits that Subscriber actually received and the Payments that were actually received, in each case with respect to such Contract Year. Operator shall make such payment within forty five (45) days of the end of each Contract Year. 8. REPRESENTATIONS & WARRANTIES. 8.1 Representations and Warranties Relating to Agreement Validity. In addition to any other representations and warranties contained in the Agreement, each Party represents and warrants to the other as of the date of this Agreement and on the Effective Date that: (a) it is duly organized, validly existing and in good standing in the jurisdiction of its organization and it has the full right and authority to enter into, execute, deliver, and perform its obligations under the Agreement; (b) it has taken all requisite corporate or other action to approve the execution, delivery, and performance of the Agreement; (c) the Agreement constitutes its legal, valid and binding obligation enforceable against such Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws now or hereafter in effect relating to creditors’ rights generally; (d) there is no litigation, action, proceeding or investigation pending or, to the best of its knowledge, threatened before any court or other Governmental Authority by, against, affecting or involving any of its business or assets that could reasonably be expected to adversely affect its ability to carry out the transactions contemplated herein; and (e) its execution and performance of the Agreement and the transactions contemplated hereby do not constitute a breach of any term or provision of, or a default under, (i) any contract or agreement to which it or any of its Affiliates is a party or by which it or any of its Affiliates or its or their property is bound, (ii) its organizational documents, or (iii) any Applicable Laws. 8.2 Specific Representations and Warranties of Subscriber. Subscriber represents and warrants to Operator as of the date of this Agreement and on the Effective Date that: (a) Subscriber is the sole party in interest agreeing to purchase Subscriber’s Allocated Percentage and is acquiring Subscriber’s Allocated Percentage for its own account, and not with a view 60