PFT Sample Clauses

PFT. (A) Seller shall give Company at least ninety (90) Days’ prior notice (a “PFT Notice”) of any Pending Facility Transaction that does not otherwise trigger Company’s ROFO rights under Section 19.3, in order to provide Company with an opportunity to discuss and negotiate with Seller the possible sale of the Facility to Company. Any PFT Notice shall include a fair summary of Seller’s plans with respect to the Facility in connection with the proposed Pending Facility Transaction, to the extent then known by Seller. The contents of a PFT Notice shall be deemed Confidential Information for purposes of Section 20.18 below. (B) Seller shall have no obligation to sell nor shall Company have any obligation to purchase the Facility, following any PFT Notice. Issuance of a PFT Notice shall not relieve Seller of its obligation to offer a ROFO to Company if and when applicable pursuant to Section 19.3. In the event that the transaction giving rise to the PFT Notice has not been completed within twelve (12) months following a PFT Notice, Seller shall be required to resubmit a PFT Notice for such transaction. (C) Any breach of this Section 19.4 shall entitle Company to liquidated damages from Seller in the amount of [insert $5/kW x (Solar Nameplate Capacity kW + Battery Storage System Nameplate Capacity kW)]. (D) For purposes hereof, a “Pending Facility Transaction” or “PFT” means: 1. any Change of Control of Seller; 2. the issuance by Seller or any of its Affiliates of a request for proposals or the response by Seller or any of its Affiliates to a request for proposal or similar process (e.g., auction) for the purchase or sale to any unaffiliated third party of any equity interests in Seller or the Facility, or any group(s) of assets or equity interests that includes the Facility; 3. the commencement by Seller or any of its Affiliates of substantive negotiations with any unaffiliated third party with respect to the sale of any equity interests in Seller or the Facility, or any group(s) of assets or equity interests that includes the Facility; or 4. the execution by Seller or any of its Affiliates of any letter of intent, memorandum of understanding or similar document, whether or not legally binding, which contemplates the sale or lease to an unaffiliated third party of any equity interests in Seller or the Facility or any group(s) of assets or equity interests that includes the Facility; provided, however, that a PFT does not include (i) any financing or refinancing of ...

PFT. PFT agrees to defend or settle (at PFT’s expense and in PFT’s sole discretion) any claim, suit or proceeding brought by a third party against you to the extent that it is based on a claim that the System infringes any copyright, patent, registered trademark, or other intellectual property right or constitutes a misappropriation of a trade secret. Such indemnity, however, is specifically exclusive of any such claims which arise or result from (i) your misuse of the System; (ii) alteration of the System by you; (iii) your use of the System in combination with apparatus, hardware, software or services not provided, authorized or furnished by PFT (including any use or combination of the System via the API); and (iv) your use of the System in a manner that violates applicable law or regulation of any governmental authority or self-regulatory agency or authority, this Agreement, the Operating Procedures or in a manner for which the System was neither designed or contemplated. You shall promptly notify PFT in writing of any claim, suit or proceeding that PFT may have obligations with respect to under this Section 10.2. You shall cooperate with PFT at PFT’s expense regarding the defense of any suit or threatened suit. PFT shall have full control of any such claim, proceeding or suit and the authority to settle or otherwise dispose of any such suit or threatened suit, and to appeal any adverse judgment which may be entered. PFT shall not be responsible for any compromise or settlement made without its consent. Upon written notice of a claim that the System is infringing a third party’s intellectual property rights, PFT may, but is not obligated to (i) modify or replace the System to make it non-infringing; (ii) procure any rights from any third party necessary to offer the System; or (iii) terminate providing the System, in each case in full satisfaction of its obligations pursuant to this Section 10.2. The foregoing states PFT’s complete obligation and your sole and exclusive remedy for infringement claims arising under or related to this Agreement.

PFT. PFT warrants that the System shall perform in all material respects in accordance with the then-current documentation provided by PFT. PFT’s sole responsibility, and your sole remedy, under this warranty with respect to any material defects in the System shall be PFT’ use of commercially reasonable efforts to correct the defect within a reasonable period of time. PFT shall have no responsibility for, and this warranty shall be voided in the event of: (i) errors or defects caused by you or your PFI’s neglect, misuse, or damage to the System; (ii) use of the System with any technology or data not in accordance with the PFT’s specifications; (iii) use of data input forms not provided by or approved by PFT; or (iv) any loss of data or use of the System as a result of any breach of security of the technology used by you or your PFI in connection with the System. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SYSTEM (INCLUDING THE WEBSITE) AND ANY CONTENT PROVIDED THEREIN IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. PFT DOES NOT WARRANT THAT: (A) THE SYSTEM SHALL SATISFY YOUR REQUIREMENTS; (B) IS WITHOUT DEFECT OR ERROR; OR (C) SHALL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER. PFT does not and cannot control the flow of data to or from PFT’ network, its service provider’s network, or other portions of the Internet. Accordingly, PFT cannot guarantee that your connection to the Internet will not be impaired or disrupted, and PFT hereby disclaims any and all liability resulting from or related to such events. Without limiting the generality of the foregoing, PFT makes no warranty that the transactions communicated via the System will be executed or completed or that information posted on the System will be timely or accurate.