BINDING PROVISIONS UNDER THIS TERM SHEET
This Term Sheet constitutes a non-binding term sheet and shall not bind the Parties hereto except for the confidentiality and governing law. This letter is intended to set forth our preliminary understanding of certain terms and conditions of the proposed PPA. The Parties shall not be obligated to enter into this PPA unless and until the PPA is mutually executed and delivered by the Parties. The Parties are not limited to alter, add, amend or exclude the provisions of this Term Sheet in the PPA subject to mutual agreement of the Parties.
Each Party shall bear its own costs, whether legal, administrative, notarial, travel-related, technical or other, related to the negotiation, preparation and execution of this Term Sheet, or otherwise connected with the negotiation, preparation and execution of the PPA.
The terms and conditions contained in this Term Sheet are strictly private and confidential. The Parties hereto shall maintain the strictest confidentiality concerning this Term Sheet, the PPA and PPA documents contemplated in this Term Sheet, provided that the Parties shall be entitled to disclose details of these terms and conditions and the proposed PPA to its employees, directors, shareholders, investors, lenders and advisers on a need-to-know basis. No public statement shall be made, without the prior written consent of the other Party.
This Term Sheet shall automatically terminate upon the earlier of: (i) the execution of binding PPA between the Parties; or (ii) 90 (ninety) calendar days from the date of execution of this Term Sheet.
This Term Sheet may be signed in counterparts, each of which shall be deemed an original and all such counterparts shall be deemed on and the same instrument. Signatures to this Term Sheet may be transmitted by facsimile or electronic transmission and shall be deemed to be as valid as an original if transmitted by facsimile or electronic transmission.
This Term Sheet and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of New York, excluding conflict of laws rules.
All disputes, disagreements or claims, arising out of the Term Sheet or in connection with it, including any question regarding its existence, performance, violation, termination or invalidity, must, at the request of any Party, be referred to a senior representative of each of the Parties for resolution on an informal basis as promptly as practicable. In the event the Parties are unable to satisfactorily resolve their dispute within thirty (30) calendar days of such referral to the senior representatives, upon the request of either Party, the Parties shall endeavor to resolve their dispute by mediation which shall be non-binding. A Partys request for mediation shall be made in writing and delivered to the other Party.The Parties shall share the mediators fee and any filing fees equally. The mediation shall be held in New York, New York unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.
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