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relevant Eligibility Criteria, the transfer shall be treated as a sale or transfer of the CSG Allocation to such <br />transferees upon completion of the conditions set forth in Section 6.2. If the transferee does not meet <br />the transfer conditions, then the transferee(s) shall be required immediately to sell or transfer the CSG <br />Allocation or applicable portion to an eligible buyer in accordance with Section 6.2. <br /> <br />ARTICLE 11 <br />MISCELLANEOUS <br /> <br />11.1 Notices. Notices, or other documents required or permitted by this Agreement must be <br />given by personal delivery, reputable overnight courier, email, or U.S. certified mail postage prepaid and <br />shall be sent to the respective parties at the address listed on the first page of this Agreement. Notice <br />shall be deemed delivered (i) the day of delivery, if delivered by hand during the receiving party’s regular <br />business hours or by e-mail before or during the receiving party’s regular business hours, (ii) upon the <br />date of actually delivery or refusal shown on the courier’s delivery receipt if sent by overnight courier, <br />and (iii) on the fourth business day after deposit in the U.S. mail if sent by certified mail. Any party may <br />change the address for notice by notice to the other party. <br /> <br />11.2 No Third Party Beneficiaries. Nothing in this Agreement shall be construed to create any <br />duty to, or standard of care with reference to, or liability to, any person not a party to this Agreement. <br />Excepting the rights of Financing Parties and assignees expressly provided for herein, no provision of this <br />Agreement is intended to nor shall it in any way provide any rights to any third party or inure to the <br />benefit of any third party so as to constitute any such person a third party beneficiary under this <br />Agreement, or of any one or more of the terms of this Agreement, or otherwise give rise to any cause of <br />action in any person not a party to this Agreement. <br /> <br />11.3 Entire Agreement; Amendments. It is mutually understood and agreed that this <br />Agreement, and the Exhibits attached hereto, constitutes the entire agreement between Project <br />Subscriber and US Solar and supersedes any and all prior oral or written understandings, <br />representations or statements, and that no understandings, representations or statements, verbal or <br />written, have been made which modify, amend, qualify or affect the terms of this Agreement. This <br />Agreement may not be amended except in a writing executed by both parties; provided, however, that, <br />US Solar may amend Project and Project Site information and allocate your CSG Allocation among <br />Projects and Project Sites (prior to relevant CODs) without Project Subscriber’s prior consent, subject to <br />the Eligibility Requirements for the quantity of Project Subscriber’s Subscribed Energy and location of <br />NSP account(s) as per this Agreement. <br /> <br />11.4 Governing Law. This Agreement is made in Minnesota and shall be governed by the <br />laws of the State of Minnesota without regard for any conflict of law provisions. <br /> <br />11.5 SRC Contract and CSG Tariff. This Agreement contains summaries of, and makes <br />reference to, certain provisions of the SRC Contract and CSG Tariff. While we believe these summaries <br />and references to be accurate and fair, any conflict between such summaries and references shall be <br />resolved in favor of the relevant provisions contained in SRC Contract and CSG Tariff. You are urged to <br />review these documents. <br /> <br />11.6 Waiver. Neither Party shall be deemed to have waived any provision of this Agreement <br />or any remedy available to it unless such waiver is in writing and signed by the Party against whom the <br />waiver would operate. Any waiver at any time by either Party of its rights with respect to any matter <br />96