become or remain the property of Owner without additional charge, excepting those
items identified in Schedule 8.7, attached to this agreement. Owner shall also have the
right, in its sole discretion, to assume and become liable for any contracts or obligations
that Operator may have undertaken with third parties in connection with the Services.
Operator shall provide Owner with a status of the Services and any projects ongoing at
the Project. Operator shall cooperate in taking all reasonable steps requested by Owner
required to effect the assumption of the contracts, provided that Owner agrees to
indemnify and hold harmless Operator for all liabilities arising out of events and
obligations arising from the assumption of contract rights and obligations after the date of
any such assumption. Operator shall use commercially reasonable efforts to cooperate
with Owner or a succeeding operator to assure that the operation, maintenance and
management of the Project are not disrupted.
Section 8.8 — Termination provisions.
(a) Audit. Owner shall remain entitled to conduct a subsequent audit and review
of all costs incurred and paid by Owner pursuant to this Article, together with any
supporting documentation requested by Owner, for a period of 3 years from and after the
date of such payment. If, pursuant to such audit and review, it is determined that any
amount previously paid to Operator did not constitute, in whole or in part, a reimbursable
item pursuant to this Article, Owner may recover such amount from Operator plus
interest at the Reference Rate calculated from the date such audit commences, or Owner
may deduct or cause to be deducted such amount from any payment that may be due to
Operator.
Section 8.9 —Effect of Termination of this Agreement. Upon termination of this
Agreement, the provisions of this Agreement shall remain in effect only to the extent
necessary (a) to provide for final billings and adjustments related to the period before
termination with respect to the calculation and billing of any fees owed to the Operator
that were incurred before the termination date, including but not limited to any
Administrative fees owed in relation to revenues from the sale of RECs that were created
before the termination date but have not yet been sold and (b) payment of any money due
and owing any Party pursuant to this Agreement; provided, however, that such
termination shall not affect or excuse the performance of any Party under any provision
of this Agreement that by its terms survives any such termination.
Operator shall be responsible for the sale of any and all RECs created before the
termination date, even if the sale occurs after the termination date. All sales of RECs
hereunder shall be completed no later than one (1) year after termination.
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