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<br />whatsoever to indemnify, defend, nor hold harmless Buyer, its parent company and all of its affiliates, and all of their
<br />respective officers, directors, shareholders, associates, employees, servants, and agents (hereinafter collectively referred to
<br />as "Buyer Group"), against any Claims, on either side of the Point of Delivery, arising out of or in any way related to the
<br />electricity and/or the delivery thereof, including, without limitation, the actions of the TDSP and its employees and agents,
<br />except in the event, and only in the event, that such Claims are the direct result of the sole negligence and/or intentionally
<br />wror'9ful act of an employee, or agent under the exclusive control, of Seller.
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<br />XIV. MISCELLANEOUS. _
<br />14.1 TDSPs. Buyer and Seller agree to all terms and' conditions (adopted pursuant to statutes, regulation~ or other lawful
<br />authority) of the TDSPs that provide electricity delivery services to the Premise(s) or other Buyer facilities, which may from
<br />time to time be amended, are made part of this Agreement. '
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<br />14.2 Choice of Law: Venue. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
<br />LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES WHICH
<br />OTHERWISE MIGHT BE APPLICABLE.
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<br />14.3 Assianment. In the event that Buyer_conveys legal title to all of the Premises to the same entity, Buyer may request from
<br />Seller the right to assign its rights and obligations under the Agreement to the new owner of the Premises, and in such event,
<br />Seller shall not unreasonably withhold its consent. Any purported assignment without Seller's prior written consent shall be null
<br />and void. Buyer shall not have any right whatsoever to assign this Agreement to any party that is not the owner of all of the
<br />Premises, and any purported assignment shall be null and void. Seller may assign this Agreement to another party, with the
<br />prior written consent of Buyer, which consent shall not be unreasonably withheld. Any purported assignment without Buyer's
<br />prior written consent shall be null and void. This Agreem~nt shall inure to and be binding upon the Parties hereto, and their
<br />respective successors and assigns.
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<br />14.4 -Entiretv of Aareement. It is the intention of the Parties that the Agreement shall contain all terms, conditions, and
<br />protections in any way related to, or arising put of, the sale and purchase of the electricity, and supersedes all prior
<br />agreements, whether written or oral. It is also the intention of the Parties to agree to terms of service different than those that
<br />would otherwise apply under the Substantive Rules of the Public Utility Commission of Texas "Customer Protection Rules for
<br />Retail Electric'Service", Sections 25.471 - 25.485, and 25.491 - 25.492. The Parties expressly acknowledge that certain
<br />terms, conditions, and protections addressed in such sections 25.472 . 25.485, and 25.491, .25.492 may not be provided for
<br />or referred to in this Agreement, and, in such event, it is the intent of the Parties that such terms, conditions, and protections
<br />are not applicable to the Parties. Neither Party may assert any claim that any term, condition, and/or protection contained in
<br />Sections 25.472 - 25.485 and 25.491 - 25.492 of the Rules is inconsistent with any term, condition, and/or protection
<br />contained in the Agreement and, therefore, applies to the Parties. This Agreement may not be modified or amended except in
<br />writing, duly executed by the Parties hereto. Buyer warrants that the information supplied by it pursuant to this Agreement is
<br />true and shall remain so throughout the term of the Agreement unless varied by agreement.
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<br />14.5 Waiver of Riahts. A waiver by either Party of any breach of this Agreement, or the failure of either Party to enforce any
<br />of the terms and provisions of this Agreement, will not in any way affect, limit or waive that Party's right to enforce and compel
<br />strict compliance with the same or other terms or provisions of this Agreement.
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<br />14.6 Third Partv Riahts. Nothing in this Agreement shall create, or be construed as creating, any express or implied rights in
<br />any person or entity other than the Parties.
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<br />14.7 Survival. No termination or cancellation of this Agreement will relieve either Party of any obligations under this
<br />Agreement that by their nature survive such termination or cancellation, including, but not limited to, all warranties and
<br />obligations of indemnity.
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<br />14.8 Further Assurances. Buyer and Seller agree to provide such information, execute and deliver any instruments and
<br />documents and to take such other action~ as may be necessary or reasonably requested by the other Party which are not
<br />inconsistent with. the provisions of this Agreement and which do not involve the assumptions of obligations other than those
<br />provided for in this Agreement, in order to give full effect to this Agreement and to carry out the intent of this Agreement.
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<br />14.9 Distribution SYstem. Distribution System herein shall mean any system for the distribution of electricity through which
<br />the electricity to be provided by Seller to Buyer is provided or passed to the Premise(s). Seller's obligations under this
<br />Agreement are subject to the maximum capacity and any other design feature of Buyer's Premise or Connection. Buyer shall
<br />contact Seller in accordance with all applicable legal requirements, and otherwise reasonably in advance, if Buyer proposes to
<br />make any significant change to Buyer's connection, electric lines or electrical equipment, install or operate generating
<br />equipment or do anything else that could affect the Distribution System or require alterations to Buyer's Connection. Each of
<br />the Parties undertakes to comply with Buyer's TDSP's Tariff for Distribution Service:.
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<br />14.10 Delivery of Electricitv. Sell~r does not guarantee against irregularities or interruptions. it being understood that
<br />occasional irregularities and interruptions by the TOSP may occur. Buyer is responsible for installing and maintaining
<br />protective devices as recommended or required by the then current edition of the National Electric Code and other such
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