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8.A. - Page 56 <br /> unemployment compensation, insurance, and other similar responsibilities related to <br /> Seller's performing services and work, or any agent or employee of Seller providing <br /> same. <br /> (d) Any terms in this Agreement referring to direction from Buyer shall be construed as <br /> providing for direction as to policy and the result of Seller's work only, and not as to <br /> the means by which such a result is obtained. Buyer does not retain the right to control <br /> the means or the method by which Seller performs work under this Agreement. <br /> 13.11 SUBCONTRACTING <br /> All subcontractors shall be subject to background checks and Seller shall notify Buyer of <br /> its intent to use a subcontractor prior to such subcontractor's entry on the Project Site. <br /> Seller shall be responsible for directing the work of any approved subcontractors and for <br /> any compensation due to any approved subcontractors. Seller shall ensure that all Seller <br /> subcontractors comply with this Agreement and shall be responsible for such compliance. <br /> Seller shall require any or all subcontractors to sign an agreement requiring compliance <br /> with this Agreement. Buyer assumes no responsibility whatsoever concerning <br /> compensation or any other responsibility or liability to subcontractors. <br /> 13.12 GOOD FAITH & FAIR DEALING <br /> The Parties agree to act reasonably and in accordance with the principles of good faith <br /> and fair dealing in the performance of this Agreement. Unless expressly provided <br /> otherwise in this Agreement:(i) wherever this Agreement requires the consent, approval <br /> or similar action by a Party, such consent, approval or similar action shall not be <br /> unreasonably withheld or delayed; and (ii) wherever this Agreement gives a Party a right <br /> to determine, require, specify or take similar action with respect to matters, such <br /> determination, requirement, specification or similar action shall be reasonable. <br /> 13.13 SEVERABILITY <br /> Should any provision of this Agreement be or become void, illegal or unenforceable, the <br /> validity or enforceability of the other provisions of this Agreement shall not be affected <br /> and shall continue in full force and effect. The Parties will, however, use their best <br /> endeavors to agree on the replacement of the void, illegal, or unenforceable provision(s) <br /> with legally acceptable clauses that correspond as closely as possible to the sense and <br /> purpose of the affected provision. <br /> 13.14 COUNTERPARTS <br /> This Agreement may be executed in two or more counterparts and by different Parties on <br /> separate counterparts,all of which shall be considered one and the same Agreement,and <br /> each of which shall be deemed an original. <br /> ATTY/AGR/2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC <br /> REV.01-21-15 MLG <br /> Page 48 of 55 <br />