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agrees to take no actions that will cause Customer to be ineligible to be allocated any portion of the Customer Commitment pursuant this Agreement, clue to exceeding any limitation applicable to Customer's receipt of billing credits under the terms and conditions of the Utility's Solar Rewards Community Service program. 4. Assignment. Customer shall not assign or transfer this Agreement without the prior written consent of Company, which shall not be unreasonably withheld. Company shall not assign or transfer this Agreement without the prior written consent of Customer which shall not be unreasonably withheld. Notwithstanding the foregoing, Company is expressly permitted to assign its rights and responsibilities under this Agreement, without obtaining Customer's consent and in its sole discretion, to any entity owned or controlled by Company or under common ownership or control with Company. 5. Governing Law. This Agreement will be governed by and construed in accordance with the laws of Colorado, and any legal proceedings shall be brought in state courts of the Commonwealth of Colorado. 6. Notices. In the event that any notice or other communication is required or permitted to be given hereunder, such notice or communications will be in writing and may be delivered in person or sent by certified mail, overnight courier or transmitted by facsimile to the address of the addressee as specified below. Except as otherwise provided, all such notices or other communications will be deemed to have been duly given and received upon receipt. To Company: With a copy by email to: To Customer: Clean Energy Collective, LLC 361 Centennial Parkway, Suite 300 Louisville, Colorado 80027 Attn: Paul Spencer Paul.spencer@easycleanenergy.com City of Louisville, CO 749 Main St Louisville, CO 80027 Attn: Malcolm Fleming 7. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes any other agreement or understanding, written or oral. 8. Modification and Waiver. This Agreement may be modified, or any provision waived, only by a written instrument signed by both Parties. 9. Authority. The Parties represent and warrant that they have full authority to execute and deliver this Agreement and to perform their obligations under this Agreement, and that the person whose signature appears on the Agreement is duly authorized to enter into this Agreement on behalf of the respective Party. 2