Common use of INDEMNIFICATION; GOVERNMENTAL CHARGES Clause in Contracts

INDEMNIFICATION; GOVERNMENTAL CHARGES. 54 13.01 SCE’s Indemnification Obligations 54 13.02 Seller’s Indemnification Obligations 55 13.03 Indemnification Claims 56 13.04 Survival of Indemnification Rights and Obligations 57 13.05 Cooperation to Minimize Tax Liabilities 57 13.06 Governmental Charges 57 Table Of Contents Section Page 13.07 Compliance with Laws and Indemnification 58 13.08 Environmental Costs and Indemnification 58 ARTICLE 14. MISCELLANEOUS 58 14.01 General 58 14.02 Notices 61 14.03 Governing Law; Waiver of Jury Trial 62 14.04 Assignment 62 14.05 Confidentiality 63 14.06 Records 66 14.07 Insurance 67 14.08 Consolidation of Seller’s Financial Statements 71 14.09 Mobile Sierra 74 14.10 Seller Ownership and Control of Project 75 14.11 NERC Standards Non-Compliance Penalties 75 14.12 Nondedication 75 Table Of Exhibits EXHIBIT {NOTE: SOME EXHIBITS MAY BE INAPPLICABLE AND MAY BE DELETED FROM THE EXECUTED CONTRACT.} EXHIBIT A DEFINITIONS EXHIBIT B PROJECT DESCRIPTION EXHIBIT C PROJECT PROGRESS REPORT EXHIBIT D MILESTONE SCHEDULE EXHIBIT E NOTICE EXHIBIT F FORM OF CONSENT TO COLLATERAL ASSIGNMENT EXHIBIT G FORM OF LETTER OF CREDIT EXHIBIT H [INTENTIONALLY OMITTED] EXHIBIT I [INTENTIONALLY OMITTED] EXHIBIT J [INTENTIONALLY OMITTED] EXHIBIT K [INTENTIONALLY OMITTED] EXHIBIT L [INTENTIONALLY OMITTED] EXHIBIT M DATA VALIDATION RULES EXHIBIT N CYBERSECURITY REQUIREMENTS DISTRIBUTED ENERGY RESOURCE PURCHASE AND SALE AGREEMENT between SOUTHERN CALIFORNIA EDISON COMPANY and [SELLER’S NAME] (ID# [Number]) This Distributed Energy Resource Purchase and Sale Agreement, together with its attachments and exhibits (as amended, restated, extended, renewed, modified or supplemented from time to time, collectively, the “Agreement”) is made and entered into as of this [ ] day of [Month], [Year] (“Effective Date”) by SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (“SCE”), and [SELLER], a [Seller’s business registration] (“Seller”). SCE and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.

INDEMNIFICATION; GOVERNMENTAL CHARGES. 54 44 13.01 SCE’s Indemnification Obligations 54 Obligations. 44 13.02 Seller’s Indemnification Obligations 55 44 13.03 Indemnification Claims 56 46 13.04 Survival of Indemnification Rights and Obligations 57 Obligations. 47 13.05 Cooperation to Minimize Tax Liabilities 57 Liabilities. 47 13.06 Governmental Charges 57 Charges. 47 13.07 Compliance with Laws and Indemnification. 48 13.08 Environmental Costs and Indemnification. 48 ARTICLE 14. MISCELLANEOUS 48 14.01 General. 48 14.02 Notices. 51 Table Of Contents Section Page 13.07 Compliance with Laws and Indemnification 58 13.08 Environmental Costs and Indemnification 58 ARTICLE 14. MISCELLANEOUS 58 14.01 General 58 14.02 Notices 61 14.03 Governing Law; Waiver of Jury Trial 62 Trial. 51 14.04 Assignment 62 Assignment. 52 14.05 Confidentiality 63 Confidentiality. 52 14.06 Records 66 Records. 55 14.07 Insurance 67 56 14.08 Consolidation of Seller’s Financial Statements 71 Statements. 59 14.09 Mobile Sierra 74 62 14.10 Seller Ownership and Control of Project 75 Project. 63 14.11 NERC Standards Non-Compliance Penalties 75 Penalties. 63 14.12 Nondedication 75 Nondedication. 64 Table Of Exhibits EXHIBIT {NOTE: SOME EXHIBITS MAY BE INAPPLICABLE AND MAY BE DELETED FROM THE EXECUTED CONTRACT.} EXHIBIT A DEFINITIONS EXHIBIT B PROJECT DESCRIPTION EXHIBIT C PROJECT PROGRESS REPORT EXHIBIT D MILESTONE SCHEDULE EXHIBIT E NOTICE EXHIBIT F FORM OF CONSENT TO COLLATERAL ASSIGNMENT EXHIBIT G FORM OF LETTER OF CREDIT EXHIBIT H [INTENTIONALLY OMITTED] OPERATIONAL NOTICE FORMS EXHIBIT I [INTENTIONALLY OMITTED] EXHIBIT J [INTENTIONALLY OMITTED] EXHIBIT K [INTENTIONALLY OMITTED] SELLER’S ESTIMATE OF LOST OUTPUT EXHIBIT L [INTENTIONALLY OMITTED] EXHIBIT M DATA VALIDATION RULES EXHIBIT N CYBERSECURITY REQUIREMENTS DISTRIBUTED ENERGY RESOURCE METEOROLOGICAL STATION SPECIFICATIONS RENEWABLE POWER PURCHASE AND SALE AGREEMENT between SOUTHERN CALIFORNIA EDISON COMPANY and [SELLER’S NAME] (ID# [Number]) This Distributed Energy Resource Renewable Power Purchase and Sale Agreement, together with its attachments and exhibits (as amended, restated, extended, renewed, modified or supplemented from time to time, collectively, the “Agreement”) is made and entered into as of this [ ] day of [Month], [Year] (“Effective Date”) by SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (“SCE”), and [SELLER], a [Seller’s business registration] (“Seller”). SCE and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.

INDEMNIFICATION; GOVERNMENTAL CHARGES. 54 43 13.01 SCE’s Indemnification Obligations 54 Obligations. 43 13.02 Seller’s Indemnification Obligations 55 44 13.03 Indemnification Claims 56 46 13.04 Survival of Indemnification Rights and Obligations 57 Obligations. 46 13.05 Cooperation to Minimize Tax Liabilities 57 Liabilities. 46 13.06 Governmental Charges 57 Charges. 47 13.07 Compliance with Laws and Indemnification. 47 13.08 Environmental Costs and Indemnification. 47 ARTICLE 14. MISCELLANEOUS 48 14.01 General. 48 14.02 Notices. 50 Table Of Contents Section Page 13.07 Compliance with Laws and Indemnification 58 13.08 Environmental Costs and Indemnification 58 ARTICLE 14. MISCELLANEOUS 58 14.01 General 58 14.02 Notices 61 14.03 Governing Law; Waiver of Jury Trial 62 Trial. 51 14.04 Assignment 62 Assignment. 51 14.05 Confidentiality 63 Confidentiality. 52 14.06 Records 66 Records. 54 14.07 Insurance 67 55 14.08 Consolidation of Seller’s Financial Statements 71 Statements. 59 14.09 Mobile Sierra 74 62 14.10 Seller Ownership and Control of Project 75 Project. 62 14.11 NERC Standards Non-Compliance Penalties 75 Penalties. 63 14.12 Nondedication 75 Nondedication. 63 Table Of Exhibits EXHIBIT {NOTE: SOME EXHIBITS MAY BE INAPPLICABLE AND MAY BE DELETED FROM THE EXECUTED CONTRACT.} EXHIBIT A DEFINITIONS EXHIBIT B PROJECT DESCRIPTION EXHIBIT C PROJECT PROGRESS REPORT EXHIBIT D MILESTONE SCHEDULE EXHIBIT E NOTICE EXHIBIT F FORM OF CONSENT TO COLLATERAL ASSIGNMENT EXHIBIT G FORM OF LETTER OF CREDIT EXHIBIT H [INTENTIONALLY OMITTED] OPERATIONAL NOTICE FORMS EXHIBIT I [INTENTIONALLY OMITTED] EXHIBIT J [INTENTIONALLY OMITTED] EXHIBIT K [INTENTIONALLY OMITTED] SELLER’S ESTIMATE OF LOST OUTPUT EXHIBIT L [INTENTIONALLY OMITTED] EXHIBIT M DATA VALIDATION RULES EXHIBIT N CYBERSECURITY REQUIREMENTS DISTRIBUTED ENERGY RESOURCE METEOROLOGICAL STATION SPECIFICATIONS RENEWABLE POWER PURCHASE AND SALE AGREEMENT between SOUTHERN CALIFORNIA EDISON COMPANY and [SELLER’S NAME] (ID# [Number]) This Distributed Energy Resource Renewable Power Purchase and Sale Agreement, together with its attachments and exhibits (as amended, restated, extended, renewed, modified or supplemented from time to time, collectively, the “Agreement”) is made and entered into as of this [ ] day of [Month], [Year] (“Effective Date”) by SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (“SCE”), and [SELLER], a [Seller’s business registration] (“Seller”). SCE and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.

INDEMNIFICATION; GOVERNMENTAL CHARGES. 54 46 13.01 SCE’s Indemnification Obligations 54 Obligations. 46 13.02 Seller’s Indemnification Obligations 55 46 13.03 Indemnification Claims 56 48 13.04 Survival of Indemnification Rights and Obligations 57 Obligations. 49 13.05 Cooperation to Minimize Tax Liabilities 57 Liabilities. 49 13.06 Governmental Charges 57 Table Of Contents Section Page Charges. 49 13.07 Compliance with Laws and Indemnification 58 Indemnification. 50 13.08 Environmental Costs and Indemnification 58 Indemnification. 50 ARTICLE 14. MISCELLANEOUS 58 50 14.01 General 58 General. 50 14.02 Notices 61 Notices. 53 14.03 Governing Law; Waiver of Jury Trial 62 Trial. 54 14.04 Assignment 62 Assignment. 54 14.05 Confidentiality 63 Confidentiality. 54 14.06 Records 66 Records. 57 14.07 Insurance 67 58 14.08 Consolidation of Seller’s Financial Statements 71 Statements. 61 14.09 Mobile Sierra 74 64 14.10 Seller Ownership and Control of Project 75 Project. 65 14.11 NERC Standards Non-Compliance Penalties 75 Penalties. 65 14.12 Nondedication 75 Nondedication. 66 Table Of Exhibits EXHIBIT {NOTE: SOME EXHIBITS MAY BE INAPPLICABLE AND MAY BE DELETED FROM THE EXECUTED CONTRACT.} EXHIBIT A DEFINITIONS EXHIBIT B PROJECT DESCRIPTION EXHIBIT C PROJECT PROGRESS REPORT EXHIBIT D MILESTONE SCHEDULE EXHIBIT E NOTICE EXHIBIT F FORM OF CONSENT TO COLLATERAL ASSIGNMENT EXHIBIT G FORM OF LETTER OF CREDIT EXHIBIT H [INTENTIONALLY OMITTED] OPERATIONAL NOTICE FORMS EXHIBIT I [INTENTIONALLY OMITTED] EXHIBIT J [INTENTIONALLY OMITTED] EXHIBIT K [INTENTIONALLY OMITTED] SELLER’S ESTIMATE OF LOST OUTPUT EXHIBIT L [INTENTIONALLY OMITTED] EXHIBIT M DATA VALIDATION RULES EXHIBIT N CYBERSECURITY REQUIREMENTS DISTRIBUTED ENERGY RESOURCE METEOROLOGICAL STATION SPECIFICATIONS RENEWABLE POWER PURCHASE AND SALE AGREEMENT between SOUTHERN CALIFORNIA EDISON COMPANY and [SELLER’S NAME] (ID# [Number]) This Distributed Energy Resource Renewable Power Purchase and Sale Agreement, together with its attachments and exhibits (as amended, restated, extended, renewed, modified or supplemented from time to time, collectively, the “Agreement”) is made and entered into as of this [ ] day of [Month], [Year] (“Effective Date”) by SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (“SCE”), and [SELLER], a [Seller’s business registration] (“Seller”). SCE and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.

INDEMNIFICATION; GOVERNMENTAL CHARGES. 54 13.01 SCE’s Indemnification Obligations Obligations. 54 13.02 Seller’s Indemnification Obligations Obligations. 55 13.03 Indemnification Claims Claims. 56 13.04 Survival of Indemnification Rights and Obligations Obligations. 57 13.05 Cooperation to Minimize Tax Liabilities Liabilities. 57 13.06 Governmental Charges 57 Table Of Contents Section Page 13.07 Compliance with Laws and Indemnification Indemnification. 58 13.08 Environmental Costs and Indemnification Indemnification. 58 ARTICLE 14. MISCELLANEOUS 58 14.01 General 58 14.02 Notices Notices. 61 14.03 Governing Law; Waiver of Jury Trial Trial. 62 14.04 Assignment Assignment. 62 14.05 Confidentiality Confidentiality. 63 14.06 Records Records. 66 14.07 Insurance Insurance. 67 14.08 Consolidation of Seller’s Financial Statements 71 14.09 Mobile Sierra Sierra. 74 14.10 Seller Ownership and Control of Project 75 14.11 NERC Standards Non-Compliance Penalties Penalties. 75 14.12 Nondedication Nondedication. 75 EXHIBIT A DEFINITIONS 1 EXHIBIT B[-1] PROJECT DESCRIPTION 1 EXHIBIT B[-1] PROJECT DESCRIPTION 1 EXHIBIT B[-2] PROJECT DESCRIPTION 1 EXHIBIT B[-3] PROJECT DESCRIPTION 1 EXHIBIT B[-4] PROJECT DESCRIPTION 1 EXHIBIT B[-5] PROJECT DESCRIPTION 1 EXHIBIT C PROJECT PROGRESS REPORT 1 Table Of Contents Section Page EXHIBIT D MILESTONE SCHEDULE 1 EXHIBIT E NOTICE 1 EXHIBIT F FORM OF CONSENT TO COLLATERAL ASSIGNMENT AGREEMENT 1 EXHIBIT G FORM OF LETTER OF CREDIT 1 EXHIBIT H [INTENTIONALLY OMITTED] 1 EXHIBIT M[-3] DATA VALIDATION RULES 1 EXHIBIT N CYBERSECURITY AND DATA PROTECTION EXHIBIT 1 14. CHANGES IN LAW. IF, AFTER THE DATE HEREOF, EITHER SELLER OR SCE BECOMES AWARE OF ANY CHANGES IN LAW RELATED TO THE SUBJECT MATTER OF THE CYBER AND DATA PROTECTION TERMS, UPON NOTIFICATION BY EITHER PARTY TO THE OTHER PARTY OF SUCH CHANGE, THE PARTIES SHALL MEET IN GOOD FAITH AS SOON AS PRACTICABLE TO DISCUSS ACHIEVING COMPLIANCE WITH THE CHANGED LEGAL REQUIREMENTS 7 ATTACHMENT 1 TO EXHIBIT N 8 CYBERSECURITY AND DATA PROTECTION ATTACHMENT 8 Table Of Exhibits EXHIBIT {NOTE: SOME EXHIBITS MAY BE INAPPLICABLE AND MAY BE DELETED FROM THE EXECUTED CONTRACT.} EXHIBIT A DEFINITIONS EXHIBIT B PROJECT DESCRIPTION EXHIBIT C PROJECT PROGRESS REPORT EXHIBIT D MILESTONE SCHEDULE EXHIBIT E NOTICE EXHIBIT F FORM OF CONSENT TO COLLATERAL ASSIGNMENT EXHIBIT G FORM OF LETTER OF CREDIT EXHIBIT H [INTENTIONALLY OMITTED] EXHIBIT I [INTENTIONALLY OMITTED] EXHIBIT J [INTENTIONALLY OMITTED] EXHIBIT K [INTENTIONALLY OMITTED] EXHIBIT L [INTENTIONALLY OMITTED] EXHIBIT M DATA VALIDATION RULES EXHIBIT N CYBERSECURITY REQUIREMENTS DISTRIBUTED ENERGY RESOURCE PURCHASE AND SALE AGREEMENT between SOUTHERN CALIFORNIA EDISON COMPANY and [SELLER’S NAME] (ID# [Number]) This Distributed Energy Resource Purchase and Sale Agreement, together with its attachments and exhibits (as amended, restated, extended, renewed, modified or supplemented from time to time, collectively, the “Agreement”) is made and entered into as of this [ ] day of [Month], [Year] (“Effective Date”) by SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (“SCE”), and [SELLER], a [Seller’s business registration] (“Seller”). SCE and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.