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(g) Upon cancellation of the entire CSG Allocation, we may terminate this Agreement in its <br />entirety. <br /> <br />10.4 Default Remedies. In the event a defaulting Party fails to cure an Event of Default within <br />the applicable cure period, the non-defaulting Party may: <br /> <br />(a) With respect to an Event of Default by Project Subscriber: <br /> <br />i. We may terminate this Agreement immediately by notifying you in writing. <br />ii. We may direct NSP to remove you as a subscriber with respect to the Project, and <br />you will no longer receive Bill Credits associated with the CSG Allocation. <br />iii. You will owe the Cover Cost Amount, if any. <br />1. We will use commercially reasonable efforts for sixty (60) days after your <br />Event of Default (“Default Replacement Period”) to secure one or more <br />Eligible Transferee who will subscribe to your entire CSG Allocation at no less <br />than your Sunscription Rate or a lesser rate as agreed by the Parties. <br />2. To the extent during the Default Replacement Period we are unsuccessful in <br />securing one or more Eligible Transferee(s) who will subscribe to your entire <br />CSG Allocation, the Unsubscribed Energy rate provided for in the CSG Tariff <br />will be used in lieu of a transferee Sunscription Rate for purposes of <br />determining the Cover Cost Amount. <br />iv. You will owe an amount equal to the Sunscription Payments that would have been <br />payable by you during the Default Replacement Period absent the Event of Default. <br />v. Once one or more Eligible Transferee(s) have been located but no later than at the <br />end of the Default Replacement Period, we will determine the Cover Cost Amount <br />and other default-related amounts owing by you and provide you with written <br />notice of same. These amounts will become due and payable immediately by you <br />upon your receipt of this notice. <br />vi. You will be responsible for reimbursing us for any actual, reasonable and verifiable <br />costs we incurred in attempting to identify an Eligible Transferee and in the <br />execution of related documentation. <br />vii. Upon termination of this Agreement, we shall have no further obligations to you <br />hereunder. <br /> <br />(b) With respect to an Event of Default by US Solar: <br /> <br />i. Prior to the COD of the final Project, you may terminate this Agreement at any time <br />by notifying us in writing. <br />ii. After the COD of the final Project, you may terminate this Agreement only if our <br />default results in your CSG Allocation not producing any Subscribed Energy for one <br />hundred eighty (180) consecutive days or more. <br />iii. Upon termination, you shall have no further obligation to us except for obligations <br />arising or accruing prior to termination. <br /> <br />10.5 No Consequential Damages. No Party shall be liable to the other Party for any indirect, <br />special, punitive, exemplary, incidental, or consequential damages, whether arising in contract, tort, <br />under statute, or in equity, and each Party waives its rights to any such damages. In no event will the <br />Cover Cost Amount constitute, or be deemed to constitute, indirect, special, punitive, exemplary, <br />incidental, or consequential damages. <br />55