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<br />whether sole, joint, concurrent, active or passive; provided no such limitation shall apply to damages resulting from the willful
<br />misconduct or gross negligence of any Party.
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<br />X. NOTICES. All notices required or pennitted under this Agreement shall be in writing and shall be deemed to be
<br />delivered when deposited in the United States mail (first class, registered or certified), postage prepaid, when deposited with
<br />an ovemight delivery service, prepaid to the applicable Buyer's address shown in the attached Exhibit "A", and Seller's
<br />address as shown in the Offer, or to such address as either Party may from time to time designate as the address, or in the
<br />case of hand delivery, when delivered to a representative of either Party by a representative of the other Party; provided,
<br />however, except for payments of amounts due hereunder, either Party may provide such items hereunder by electronic mail or
<br />facsimile to the other Party at the applicable telephone number shown on the current Offer, and further provided, the original
<br />copy of such item shall be sent to the other Party within three business days thereafter.
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<br />XI. APPLICABLE LAW AND REGULATIONS.
<br />11.1 This Agreement is subject to all applicable laws, regulations, rules and orders.
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<br />11.2 In the event a judicial decision, order, new law or regulation, or a change in any law or regulation, requires a change in
<br />the method by which prices are calculated under this Agreement, or materially and directly affects a Party's ability to perfonn
<br />its obligations hereunder, then the Party that is negatively affected shall have the right to notify the other Party, within thirty
<br />calendar days after becoming aware of such detrimental change. The Parties shall attempt to negotiate a modification to the
<br />terms of this Agreement so as to mitigate the impact of the event. If, after twenty calendar days beyond the date of notice, the
<br />Parties have been unable to negotiate a mutually satisfactory modification to the tenns of this Agreement, either Party shall
<br />have the right to tenninate this Agreement upon ten calendar days prior written notice to the other Party. If such right to
<br />terminate is not exercised within forty-five calendar days after the date of the original notice hereunder, then the right to
<br />terminate this Agreement shall be waived with respect to the particular event.
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<br />11.3 Seller agrees to maintain all necessary certifications and comply with all necessary PUCT and/or ERCOT requirements
<br />in order to perform its obligations under this Agreement.
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<br />,11.4 Notwithstanding anything contained in this Agreement, Buyer shall not attempt to utilize, under the provisions of this
<br />Section XI or Section VIII, or in any other manner, its inherent powers as a political subdivision of the State of Texas in order
<br />to circumvent in any way the terms and provisions of this Agreement or the intent of this Agreement.
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<br />XII. FAILURE OR TEMPORARY DISCONTINUANCE OF SUPPLY.
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<br />12.1 The supply of electricity may be disconnected in the event of Force Majeure in respect of this Agreement; or if at TDSP's
<br />discretion it is necessary to do so for any of the following reasons: (a) to avoid danger; or because failure to disconnect the
<br />supply of electricity would or might involve TDSP being in breach of applicable regulations or laws; or to avoid interference
<br />with the supply of electricity to another person which TDSP reasonably believes may be caused or result from Buyer's
<br />equipment or device used at the Premise(s); or to enable TDSP or TDSP's representatives to inspect, maintain or repair any
<br />part of the equipment or the Distribution System; or in case of accident or other emergency affecting or likely to affect the
<br />Distribution System or any other system through which (directly or indirectly) Seller or TDSP receives or supplies electricity; or
<br />(b) because Buyer's electric connections or systems are deemed by TOSP to present a hazard.
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<br />12.2 In the event that the supply of electricity to Buyer's Premises is interrupted due to the material breach by Seller of its
<br />contractual obligations under this Agreement and not due to (i) a force majeure event, (ii) as provided in paragraph 12.1
<br />above, or (iii) the failure of Buyer to comply with its obligations under this Agreement, then, in the event Buyer is required to '
<br />purchase replacement electricity from a third party during such interruption, Seller shall be liable for the positive amount, if
<br />any, calculated as follows: the quantities so interrupted by Seller multiplied by [the then current retail market price (or the POLR
<br />price if Buyer was unable to purchase' electricity from another retail electricity provider) minus I the contracted price from the
<br />applicable Price Sheet], .
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<br />XIII. RESPONSIBILITY.
<br />13.1 Buver ResDonsibilitv. Buyer assumes full responsibility for electric energy furnished to Buyer at and on Buyer's side of
<br />the Point of Delivery, and agrees, to the full extent allowed by law, to hold harmless Seller, its parent company and all of its
<br />affiliates, and all of their respective officers, directors, shareholders, associates, employees, servants, and agents (hereinafter
<br />collectively referred to as "Seller Group"), from and against all claims, losses, expenses, damages, demands, judgments,
<br />causes of action, an~ suits of any kind (hereinafter collectively referred to "Claims"), including Claims for personal. injury,
<br />death, or damages to property occurring on Buyer's side of the Point of Delivery and upon the Premise(s), arising out of or
<br />related to the electric power and energy and/or Buyer's performance under the Agreement.
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<br />13.2 Seller Resoonsibilitv. Buyer acknowledges and understands that (i) Seller never obtains physical possession or control of
<br />the electricity, (ii) Seller does not own nor have control of the electric transmission wires and equipment, and that they are
<br />owned and/or controlled by the TDSP, (iii) all meter reading, and repair services will be provided by employees or agents of
<br />the TDSP, (iv) all responsibilities and liabilities of the TDSP are set forth in the tariff regulations as approved by the PUCT, and
<br />(v) the employees and agents of the TDSP are not employees or agents of Seller. Seller shall not have any obligation
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