Common use of Insolation Clause in Contracts

Insolation. Buyer understands that unobstructed access to sunlight (“Insolation”) is essential to Seller’s Performance of its obligations and a material term of each Agreement. Seller acknowledges that in the future, Buyer may be obligated by its governing body ( “Controlling Entity”), to construct a building or take other actions that may negatively impact the Insolation on the SEF. Therefore, Buyer shall take no action within its control that adversely interferes with the SEF’s Insolation, provided that, if a Controlling Entity obligates Buyer to take an action that may negatively impact the Insolation on the SEF that Buyer must comply with, Buyer shall mitigate such negative impact on the SEF and Seller by either (i) compensating Seller for the reduced output of the SEF by payment for Lost Seller Revenue or (ii) use best reasonable efforts to provide an alternate location for the SEF in accordance with Section 4.8(b). If Buyer becomes aware of any activity or condition that could diminish the Insolation of the SEF, Buyer shall notify Seller and shall cooperate with Seller in preserving the SEF’s existing Insolation levels. Seller may inspect site on a quarterly basis and notify Buyer of perceived activity that is interfering with the SEF’s Insolation. Xxxxx agrees that any interference with SEF’s Insolation, caused or permitted by any Buyer Act and which Insolation interference has been documented by Seller in good faith, shall be a Buyer Event of Default. If Buyer elects to provide an alternative location for the SEF on the Property, Buyer shall promptly provide Seller with a mutually agreeable substitute premises in a location with similar or better solar insolation than the current Premises (“Substitute Premises”). Buyer shall provide at least one hundred and eighty (180) days written notice prior to the date on which it desires to effect such substitution of the Premises (“Substitution Notice Period”). In connection with such substitution, Xxxxx and Seller shall work in good faith to Amend the applicable Site Specific PPA to reflect the terms of such substitution. If Buyer and Seller fail, in good faith, to reach an agreement and execute an Amendment to the applicable Site Specific PPA within the Substitution Notice Period, unless such period is extended at Seller’s sole discretion, the substitution shall not be allowed and Buyer shall compensate Seller in accordance with Section 4.8(a)(i).

Insolation. Buyer understands Xxxxxx acknowledges and agrees that unobstructed access to sunlight (“"Insolation”") is essential to Seller’s Performance the value to Xxxxxx of its obligations the leasehold interest granted hereunder and is a material term of each inducement to Lessee in entering into this Agreement. Seller acknowledges Accordingly, Lessor shall not permit any interference on the Property (exclusive of the Premises) or any neighboring property under Lessor's or its Affiliate's control which interferes with Insolation on and at the Premises. Without limiting the foregoing, Lessor shall not construct or permit to be constructed on the Property or any adjoining property under Lessor's control any structure on or adjacent to the Premises or on any adjacent property owned by any Affiliate of Lessor that in could adversely affect Insolation levels on the futurePremises, Buyer may be obligated by shall not permit the growth of foliage on the Prope1iy (exclusive of the Premises) or any neighboring prope1ty under Lessor's or its governing body ( “Controlling Entity”)Affiliate's control that could adversely affect Insolation levels on the Premises, or directly emit or permit the emission of suspended pmticulate matter, smoke, fog or steam or other air-borne impediments to construct a building or take other actions that may negatively impact the Insolation on the SEF. Therefore, Buyer shall take no action within its control that adversely interferes with the SEF’s Insolation, provided that, if a Controlling Entity obligates Buyer to take an action that may negatively impact the Insolation on the SEF that Buyer must comply with, Buyer shall mitigate such negative impact on the SEF and Seller by either (i) compensating Seller for the reduced output of the SEF by payment for Lost Seller Revenue or (ii) use best reasonable efforts to provide an alternate location for the SEF in accordance with Section 4.8(b)Premises. If Buyer Lessor becomes aware of any potential development or other activity on adjacent or condition nearby properties that could diminish the Insolation to the Premises, Lessor shall promptly advise Lessee of such information and reasonably cooperate with Lessee in taking measures to preserve average levels of Insolation at the Premises as they existed as of the SEFLease Commencement Date. Such measures may include, Buyer shall notify Seller and shall cooperate with Seller in preserving the SEF’s existing Insolation levels. Seller may inspect site on but not be limited to, obtaining a quarterly basis and notify Buyer of perceived activity that is interfering with the SEF’s Insolation. Xxxxx agrees that any interference with SEF’s Insolation, caused or permitted by any Buyer Act and which Insolation interference has been documented by Seller in good faith, shall be a Buyer Event of Default. If Buyer elects to provide an alternative location for the SEF on the Property, Buyer shall promptly provide Seller with a mutually agreeable substitute premises in a location with similar or better solar insolation than the current Premises (“Substitute Premises”). Buyer shall provide at least one hundred and eighty (180) days written notice prior to the date on which it desires to effect such substitution of the Premises (“Substitution Notice Period”)easement. In connection with the event any such substitution, Xxxxx obstruction occurs and Seller shall work in good faith to Amend the applicable Site Specific PPA to reflect the terms is not promptly removed following notice of such substitution. If Buyer and Seller failobstruction, in good faithLessee shall have the right to terminate this Agreement without penalty or fmther liability, upon notice to reach an agreement and execute an Amendment to the applicable Site Specific PPA within the Substitution Notice Period, unless such period is extended at Seller’s sole discretion, the substitution shall not be allowed and Buyer shall compensate Seller Lessor in accordance with Section 4.8(a)(i22. Additionally, Lessee shall have the right to remove, cut or trim trees and other vegetation on the Property in accordance with Section 4(e). Notwithstanding any other provision of this Agreement, the Parties agree that (i) Xxxxxx would be irreparably harmed by a breach of the provisions of this Section 13(g), (ii) an award of damages might be inadequate to remedy such a breach, and (iii) Lessee shall be entitled to equitable relief, including specific performance, to compel compliance with the provisions of this Section l 3(g). Lessor fmther represents and warrants that, to the best of its knowledge, there are no developments pending or in progress on adjacent or nearby prope1ties that could diminish the Insolation to the Premises.

Insolation. (a) Buyer understands that unobstructed access to sunlight (“Insolation”) is essential to Seller’s Performance performance of its obligations and a material term of each Agreement. Seller acknowledges that in the future, Buyer may be obligated by the State, its governing body ( or other entities or persons that have the power to affect the actions of the Buyer (each a “Controlling Entity”), to construct a building or take other actions that may negatively impact the Insolation on the SEF. Therefore, Buyer shall take no action within its control that adversely interferes with the SEF’s Insolation, provided that, if a Controlling Entity obligates Buyer to take an action that may negatively impact the Insolation on the SEF that Buyer must comply with, Buyer shall mitigate such negative impact on the SEF and Seller by either (i) compensating Seller for the reduced output of the SEF by payment for Lost Seller Revenue or (ii) use best reasonable efforts to provide an alternate location for the SEF in accordance with Section 4.8(b4.7(b). If Buyer becomes aware of any activity or condition that could diminish the Insolation of the SEF, Buyer shall notify Seller and shall cooperate with Seller in preserving the SEF’s existing Insolation levels. Seller may inspect site on a quarterly basis and notify Buyer of perceived activity that is interfering with the SEF’s Insolation. Xxxxx Buyer agrees that any interference with SEF’s Insolation, caused or permitted by any Buyer Act and which Insolation interference has been documented by Seller in good faith, shall be a Buyer Event of Default. . (b) If Buyer elects to provide an alternative location for the SEF on the Property, Buyer shall promptly provide Seller with a mutually agreeable substitute premises in a location with similar or better solar insolation than the current Premises (“Substitute Premises”). Buyer shall provide at least one hundred and eighty (180) days written notice prior to the date on which it desires to effect such substitution of the Premises (“Substitution Notice Period”). In connection with such substitution, Xxxxx Buyer and Seller shall work in good faith to Amend amend the applicable Site Specific PPA to reflect the terms of such substitution. If Buyer and Seller fail, in good faith, to reach an agreement and execute an Amendment amendment to the applicable Site Specific PPA within the Substitution Notice Period, unless such period is extended at Seller’s sole discretion, the substitution shall not be allowed and Buyer shall compensate Seller in accordance with Section 4.8(a)(i4.7(a)(i).

Insolation. Buyer understands Xxxxxx acknowledges and agrees that unobstructed access to sunlight (“Insolation”) is essential to Seller’s Performance the value to Xxxxxx of its obligations the leasehold interest granted hereunder and is a material term of each Agreementinducement to Lessee in entering into this Lease. Seller acknowledges that in the future, Buyer may be obligated by its governing body ( “Controlling Entity”), Lessor hereby grants to construct a building or take other actions that may negatively impact the Lessee an exclusive easement to receive Insolation on the SEFPremises during every hour of each day that sunlight could be received by the System (a “Solar Easement”). ThereforeAccordingly, Buyer Xxxxxx shall take no action within its control not permit any interference with insolation on and at the Premises. Without limiting the foregoing, Lessor shall not construct or permit to be constructed any structure on the Property or on any adjacent property owned by any Affiliate of Lessor that could adversely interferes with affect insolation levels, permit the SEF’s Insolationgrowth of foliage that could adversely affect insolation levels, provided thator directly emit or permit the emission of suspended particulate matter, smoke, fog or steam or other air-borne impediments to insolation. By entering into this Agreement, Xxxxxx acknowledges that the emissions from the systems currently located on the Property, if a Controlling Entity obligates Buyer to take an action that may negatively impact the Insolation on the SEF that Buyer must comply withany, Buyer shall mitigate such negative impact on the SEF and Seller by either (i) compensating Seller for the reduced output of the SEF by payment for Lost Seller Revenue or (ii) use best reasonable efforts to provide an alternate location for the SEF in accordance do not cause interference with Section 4.8(b)insolation. If Buyer Lessor becomes aware of any potential development or other activity on adjacent or condition nearby properties that could diminish the Insolation insolation to the Premises, Lessor shall promptly advise Lessee of such information and reasonably cooperate with Lessee in taking measures to preserve average levels of insolation at the Premises as they existed as of the SEFLease Commencement Date. Such measures may include, Buyer but not be limited to, obtaining a solar access easement. In no event shall notify Seller Lessor be responsible for any costs or expenses incurred by Lessee in taking such preservation measures and Lessee shall cooperate be responsible for Lessor’s reasonable costs associated with Seller its cooperation in preserving the SEF’s existing Insolation levelssuch preservation measures. Seller may inspect site on a quarterly basis and notify Buyer This grant of perceived activity that is interfering Solar Easement shall run with the SEF’s Insolationterm of this Lease and is not terminable by either Xxxxxx or successor-in-interest of either so long as the Lease is in effect. Xxxxx agrees Notwithstanding any other provision of this Lease, the Parties agree that any interference with SEF’s Insolation(i) Lessee would be irreparably harmed by a breach of the provisions of this Section 12(d), caused or permitted by any Buyer Act (ii) an award of damages might be inadequate to remedy such a breach, and which Insolation interference has been documented by Seller in good faith, (iii) Lessee shall be a Buyer Event entitled to equitable relief, including specific performance, to compel compliance with the provisions of Default. If Buyer elects to provide an alternative location for the SEF on the Property, Buyer shall promptly provide Seller with a mutually agreeable substitute premises in a location with similar or better solar insolation than the current Premises (“Substitute Premises”this Section 12(d). Buyer shall provide at least one hundred Lessor further represents and eighty (180) days written notice prior warrants that, to the date best of its knowledge, there are no developments pending or in progress on which adjacent or nearby properties that could diminish the insolation to the Premises. Lessee represents and warrants that it desires to effect such substitution has conducted an inspection of the Premises (“Substitution Notice Period”). In connection with such substitution, Xxxxx and Seller shall work Property as well as the surrounding developments and found there are no pending or in good faith progress developments on adjacent or nearby properties that would impend its access to Amend the applicable Site Specific PPA to reflect the terms of such substitution. If Buyer and Seller fail, in good faith, to reach an agreement and execute an Amendment to the applicable Site Specific PPA within the Substitution Notice Period, unless such period is extended at Seller’s sole discretion, the substitution shall not be allowed and Buyer shall compensate Seller in accordance with Section 4.8(a)(i)insolation.

Insolation. (a) Buyer understands that unobstructed access to sunlight (“Insolation”) is essential to Seller’s Performance performance of its obligations and a material term of each Agreement. Seller acknowledges that in the future, Buyer may be obligated by the State, its governing body or other entities or persons that have the power to affect the actions of the Buyer (each a( “Controlling Entity”), to construct a building or take other actions that may negatively impact the Insolation on the SEF. Therefore, Buyer shall take no action within its control that adversely interferes with the SEF’s Insolation, provided that, if a Controlling Entity obligates Buyer to take an action that may negatively impact the Insolation on the SEF that Buyer must comply with, Buyer shall mitigate such negative impact on the SEF and Seller by either (i) compensating Seller for the reduced output of the SEF by payment for Lost Seller Revenue or (ii) use best reasonable efforts to provide an alternate location for the SEF in accordance with Section 4.8(b4.78(b). If Buyer becomes aware of any activity or condition that could diminish the Insolation of the SEF, Buyer shall notify Seller and shall cooperate with Seller in preserving the SEF’s existing Insolation levels. Seller may inspect site on a quarterly basis and notify Buyer of perceived activity that is interfering with the SEF’s Insolation. Xxxxx Buyer agrees that any interference with SEF’s Insolation, caused or permitted by any Buyer Act and which Insolation interference has been documented by Seller in good faith, shall be a Buyer Event of Default. . (b) If Buyer elects to provide an alternative location for the SEF on the Property, Buyer shall promptly provide Seller with a mutually agreeable substitute premises in a location with similar or better solar insolation than the current Premises (“Substitute Premises”). Buyer shall provide at least one hundred and eighty (180) days written notice prior to the date on which it desires to effect such substitution of the Premises (“Substitution Notice Period”). In connection with such substitution, Xxxxx Buyer and Seller shall work in good faith to Amend amend the applicable Site Specific PPA to reflect the terms of such substitution. If Buyer and Seller fail, in good faith, to reach an agreement and execute an Amendment amendment to the applicable Site Specific PPA within the Substitution Notice Period, unless such period is extended at Seller’s sole discretion, the substitution shall not be allowed and Buyer shall compensate Seller in accordance with Section 4.8(a)(i4.78(a)(i).