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9.2 Force Majeure. Except for the payment of money when due, performance by
<br />either Party hereunder shall not be deemed to be in default, or considered to be a
<br />default, where delays or defaults are due to force majeure events beyond the
<br />control of such Party, including, without limitation, war, insurrection, strikes,
<br />lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public
<br />enemy, epidemics, quarantine restrictions, government imposed moratorium
<br />legislation, actions of failures to act by any regulatory authority with jurisdiction
<br />over SCE (including the CPUC), freight embargoes, lack of transportation,
<br />weather -caused delays, inability to secure necessary labor, materials or tools,
<br />delays of any contractor, subcontractor or supplier, that are not attributable to the
<br />fault of the Party claiming an extension of time. An extension of time for any such
<br />force majeure cause shall be for the period of the enforced delay and shall
<br />commence to run from the date of occurrence of the delay; provided, however, that
<br />the Party claiming the existence of the delay first provides the other party with
<br />written notice of the occurrence of the delay; within ten (10) days of the
<br />commencement of such occurrence of a force majeure event and, thereafter, takes
<br />prompt and reasonable action within its control to remedy such force majeure
<br />event.
<br />9.3 Further Assurances. Each Party hereto agrees to execute and deliver to the
<br />other Party such further documentsor instruments as may be necessary or
<br />appropriate in order to carry out the intentions of the Parties as contained in this
<br />Agreement.
<br />9.4 Binding Effect; Assignment. This Agreement shall be binding upon, and shall
<br />inure to the benefit of, the heirs, successors and assigns of the Parties hereto.
<br />Notwithstanding the foregoing, Buyer shall have no right to assign this Agreement
<br />or any of its rights or obligations under this Agreement.
<br />9.5 Severability:If any provision of this Agreement shall be unenforceable or invalid,
<br />the same shall not affect the remaining provisions of this Agreement and the
<br />provisions of this Agreement are intended to be and shall be severable.
<br />9.6 Survival. The covenants, agreements, obligations, indemnities and releases
<br />contained in Sections 3.4 5, 6.3, 6.4, 6.5, 7 and 8 of this Agreement shall survive
<br />the termination of this Agreement.
<br />9.7 Governing Laws. This Agreement shall be governed by, and construed and
<br />enforced in accordance with, the laws of the State of California without reference
<br />to its conflicts of laws provisions.
<br />9.8 Counterparts. This Agreement may be executed in counterparts, each of which
<br />shall be deemed an original, but all of which together shall constitute one and the
<br />same instrument.
<br />9.9 Notices. Any notice or other communication required or permitted under this
<br />Agreement shall be in writing and shall be either personally delivered or
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