No Liability of SCPPA. Agent (including in its capacity as Project Manager), or Their Directors, Officers, Employees, Etc.; SCPPA’s and Agent’s Directors, Officers, Employees Not Individually Liable. Both Parties agree that neither Party, nor any of their past, present or future directors, officers, board members, agents, attorneys, advisors, employees or employees of the governmental entity of which the Agent is a part (collectively, the “Released Parties”) shall be liable to any other of the Released Parties for any and all claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fee and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of any of the Released Parties) suffered by any Released Party as a result of the action or inaction or performance or non-performance by the Power Purchase Provider or any of the Released Parties under this Agency Agreement or any Project Agreement (excluding gross negligence or willful misconduct, which, unless otherwise agreed to by the Parties, are both to be determined and established by a court of competent jurisdiction in a final, non- appealable order). Each Party shall release each of the other Released Parties from any claim or liability that such Party may have cause to assert as a result of any action or inaction or performance or non-performance by the Released Parties under this Agency Agreement or any Project Agreement (excluding gross negligence or willful misconduct, which, unless otherwise agreed to by the Parties, are both to be determined and established by a court of competent jurisdiction in a final, non-appealable order). Notwithstanding the foregoing, no such action or inaction or performance or non-performance of any of the Released Parties shall relieve either Party from its respective obligations under this Agency Agreement, including either Party’s obligation to make payments required under this Agency Agreement, the Power Purchase and Security Agreements or any other Project Agreement. The provisions of this Section 10.1 shall not be construed so as to relieve the Agent from any obligation under this Agency Agreement, the Power Purchase and Security Agreements or any other applicable Project Agreement. The Pa...
No Liability of SCPPA. Agent (including in its capacity as Project Manager), or Their Directors. Officers.
No Liability of SCPPA. Agent or Project Manager (within its capacity as Agent), or Their Directors, Officers, Employees, Etc.; SCPPA’s and Agent’s Directors, Officers, Employees Not Individually Liable....................................................... 6 6 10.2 Extent of Exculpation; Enforcement of Rights in Equity...................................... 7 10.3 No Relief From Insurer’s Obligations.................................................................. 10.4 SCPPA, Directors, Officers, Employees, Agents Not Liable; No General Liability of SCPPA.......................................................................................... . 8 8 11. ALTERNATIVE DISPUTE RESOLUTION.................................................................... 8 11.1 Non-Binding Dispute Resolution.......................................................................... 11.2 Role of the Coordinating Committee and SCPPA Board; Nonbinding Mediation Procedure............................................................................................................. 8 8 12, RELATIONSHIP OF THE PARTIES............................................................................... 8 12.1 Separate and Several Interests............................................................................... 8 13. UNCONTROLLABLE FORCES...................................................................................... 8 13.1 Excuse of Performance by Reason of Uncontrollable Forces................................. 8 14, BINDING OBLIGATIONS............................................................................................... 9 14.1 All Obligations Binding....................................................................................... . 9 15. GENERAL PROVISIONS GOVERNING AGREEMENT............................................... 9 15.1 Severability........................................................................................................... 9 15.2 Waiver Not to Effect Subsequent Events........................................... 9 15.3 Headings Not Binding..................................................... '................ 9 16. INDEMNITY AND RELATED MATTERS, SB 859 SALES AGREEMENT 9 16.1 Indemnification of Agent...................................................... ........... 9 16.2 Obligations under the SB 859 Sales Agreement................................ 10
No Liability of SCPPA. Participants, or the Project Manager, their Directors,
