Common use of BPDB Events of Default - Termination by the Company Clause in Contracts

BPDB Events of Default - Termination by the Company. The Company may give a notice of default under this Agreement (“Company Notice of Default”) upon the occurrence of any of the following events (“BPDB Event of Default”) unless such BPDB Event of Default (i) results from a breach by the Company of this Agreement, the Implementation Agreement, or (ii) if it occurs as a result of or during a Force Majeure Event pursuant to Section 16 during the period provided pursuant to Section 16.4: (a) the dissolution, pursuant to law, of BPDB, except for: (i) the privatisation of BPDB’s thermal power stations; or (ii) an amalgamation, reorganisation, reconstruction, corporatisation or further privatisation of BPDB, in each case where: (A) (1) the GOB, without interruption, guarantees the performance of the succeeding entity or entities on the same terms and conditions as the Guarantee; or (2) such other commercial security is provided for the obligation of the succeeding entity that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee, and (B) all of BPDB’s obligations under this Agreement have been assigned pursuant to law or contractually assumed, through a novation or otherwise, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform its obligations; (b) any default or defaults by BPDB in the making of any payment or payments required to be made by it within thirty (30) Days of the due date therefor and then, upon notice to the GOB, any default or defaults by the GOB in the making of any payment or payments in accordance with the terms of the Guarantee which continues unpaid for five (5) Business Days; (c) any statement, representation or warranty made by BPDB herein proving to have been incorrect, in any respect, when made or when deemed to have been made and such failure or incorrect statement, representation or warranty having a material adverse effect on BPDB’s ability to perform its obligations under this Agreement; (d) any material breach by BPDB of this Agreement, which is not remedied within thirty (30) Days after notice from the Company to BPDB stating that a material breach of the Agreement has occurred that could result in the termination of the Agreement, identifying the material breach in reasonable detail and demanding remedy thereof; (i) the occurrence of a GOB Event of Default or a BPDB Event of Default which has not been waived or remedied within the applicable cure period provided therein; or (ii) any change in any Laws of Bangladesh making: (A) unenforceable, invalid, or void any material undertaking of BPDB under this Agreement; or (B) it unlawful for the Company, its Lenders or the investors to make or receive any payment, to perform any obligation or to enjoy or enforce any material right under this Agreement or any other documents in the Security Package; or (C) any such payment, the performance of any such material obligation or the enjoyment or enforcement of any such material right unenforceable, invalid or void as a result of any such change in law. (f) the failure of BPDB to permit Commissioning or testing of the Facility as provided in Section 7.1 within thirty (30) Days of the date on which such Commissioning or testing is scheduled by the Company in its final schedule for testing delivered pursuant to Section 7.1 as such date have been be adjusted by the Company in accordance with Section 7.1; (g) the failure by BPDB to establish and maintain the BPDB Letter of Credit as required under Section 13.2(i); or (h) the failure by BPDB to return any undrawn portion of the Performance Security Deposit to the Company in accordance with Section 8.6(b)(ii) within three (3) Business Days after the date required thereunder has occurred.

BPDB Events of Default - Termination by the Company. The Company may give a notice of default under this Agreement (“Company Notice of Default”) upon the occurrence of any of the following events (“BPDB Event of Default”) unless such BPDB Event of Default (i) results from a breach by the Company of this Agreement, the Implementation Agreement, or (ii) if it occurs as a result of or during a Force Majeure Event pursuant to Section 16 during the period provided pursuant to Section 16.413: (a) the dissolution, pursuant to law, of BPDB, except for: (i) the privatisation of BPDB’s thermal power stations; or (ii) an amalgamation, reorganisation, reconstruction, corporatisation or further privatisation of BPDB, in each case where: (A) (1) the GOB, without interruption, guarantees the performance of the succeeding entity or entities on the same terms and conditions as the Guarantee; or (2) such other commercial security is provided for the obligation of the succeeding entity that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee, and (B) where all of BPDB’s obligations under this Agreement have been assigned pursuant to law or contractually assumed, through a novation or otherwise, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform its obligations; (b) any default or defaults by BPDB in the making of any payment or payments required to be made by it within thirty (30) Days of the due date therefor and then, upon notice to the GOB, any default or defaults by the GOB in the making of any payment or payments in accordance with the terms of the Guarantee which continues unpaid for five (5) Business Days; (c) any statement, representation or warranty made by BPDB herein proving to have been incorrect, in any respect, when made or when deemed to have been made and such failure or incorrect statement, representation or warranty having a material adverse effect on BPDB’s ability to perform its obligations under this Agreement; (d) any material breach by BPDB of this Agreement, which is not remedied within thirty (30) Days after notice from the Company to BPDB stating that a material breach of the Agreement has occurred that could result in the termination of the Agreement, identifying the material breach in reasonable detail and demanding remedy thereof; (e) (i) the occurrence of a GOB Event of Default or a BPDB Event of Default which has not been waived or remedied within the applicable cure period provided therein; or (ii) any change in any Laws of Bangladesh making: (A) unenforceable, invalid, or void any material undertaking of BPDB under this Agreement; or (B) it unlawful for the Company, its Lenders or the investors to make or receive any payment, to perform any obligation or to enjoy or enforce any material right under this Agreement or any other documents in the Security Package; or (C) any such payment, the performance of any such material obligation or the enjoyment or enforcement of any such material right unenforceable, invalid or void as a result of any such change in law. (f) the failure of BPDB to permit Commissioning or testing of the Facility as provided in Section 7.1 within thirty (30) Days of the date on which such Commissioning or testing is scheduled by the Company in its final schedule for testing delivered pursuant to Section 7.1 as such date have been be adjusted by the Company in accordance with Section 7.1; (g) the failure by BPDB to establish and maintain the BPDB Letter of Credit as required under Section 13.2(i); or (h) the failure by BPDB to return any undrawn portion of the Performance Security Deposit to the Company in accordance with Section 8.6(b)(ii) within three (3) Business Days after the date required thereunder has occurred.

BPDB Events of Default - Termination by the Company. The Company may give a notice of default under this Agreement (“Company Notice of Default”) upon the occurrence of any of the following events (“BPDB Event of Default”) unless such BPDB Event of Default (i) results from a breach by the Company of this Agreement, the Implementation Agreement, or (ii) if it occurs as a result of or during a Force Majeure Event pursuant to Section 16 during the period provided pursuant to Section 16.413: (a) the dissolution, pursuant to law, of BPDB, except for: (i) the privatisation of BPDB’s thermal BPDB‟s power stations; or (ii) an amalgamation, reorganisation, reconstruction, corporatisation or further privatisation of BPDB, in each case where: (A) (1) the GOB, without interruption, guarantees the performance of the succeeding entity or entities on the same terms and conditions as the Guarantee; or (2) such other commercial security is provided for the obligation of the succeeding entity that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee, and (B) where all of BPDB’s BPDB‟s obligations under this Agreement have been assigned pursuant to law or contractually assumed, through a novation or otherwise, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform its obligations; (b) any default or defaults by BPDB in the making of any payment or payments required to be made by it within thirty (30) Days of the due date therefor and then, upon notice to the GOB, any default or defaults by the GOB in the making of any payment or payments in accordance with the terms of the Guarantee which continues unpaid for five (5) Business Days; (c) any statement, representation or warranty made by BPDB herein proving to have been incorrect, in any respect, when made or when deemed to have been made and such failure or incorrect statement, representation or warranty having a material adverse effect on BPDB’s BPDB‟s ability to perform its obligations under this Agreement; (d) any material breach by BPDB of this Agreement, which is not remedied within thirty (30) Days after notice from the Company to BPDB stating that a material breach of the Agreement has occurred that could result in the termination of the Agreement, identifying the material breach in reasonable detail and demanding remedy thereof; (e) (i) the occurrence of a GOB Event of Default or a BPDB Event of Default which has not been waived or remedied within the applicable cure period provided therein; or (ii) any change in any Laws of Bangladesh making: (A) unenforceable, invalid, or void any material undertaking of BPDB under this Agreement; or (B) it unlawful for the Company, its Lenders or the investors to make or receive any payment, to perform any obligation or to enjoy or enforce any material right under this Agreement or any other documents in the Security Package; or (C) any such payment, the performance of any such material obligation or the enjoyment or enforcement of any such material right unenforceable, invalid or void as a result of any such change in law. (f) the failure of BPDB to permit Commissioning or testing of the Facility as provided in Section 7.1 within thirty (30) Days of the date on which such Commissioning or testing is scheduled by the Company in its final schedule for testing delivered pursuant to Section 7.1 as such date have been be adjusted by the Company in accordance with Section 7.1; (g) the failure by BPDB to establish and maintain the BPDB Letter of Credit as required under Section 13.2(i); or (h) the failure by BPDB to return any undrawn portion of the Performance Security Deposit to the Company in accordance with Section 8.6(b)(ii) within three (3) Business Days after the date required thereunder has occurred.

BPDB Events of Default - Termination by the Company. The Company may give a notice of default under this Agreement (“Company Notice of Default”) upon the occurrence of any of the following events (“BPDB Event of Default”) unless such BPDB Event of Default (i) results from a breach by the Company of this Agreement, the Implementation Agreement, the Waste Supply Agreement, the Land Use Agreement or (ii) if it occurs as a result of or during a Force Majeure Event pursuant to Section 16 during the period provided pursuant to Section 16.416.4 or Political Event pursuant to Section 16A during the period provided pursuant to Section 16A.4: (a) the dissolution, pursuant to law, of BPDB, except for: (i) the privatisation of BPDB’s thermal power stations; or (ii) an amalgamation, reorganisation, reconstruction, corporatisation or further privatisation of BPDB, in each case where: (A) (1) the GOB, without interruption, guarantees the performance of the succeeding entity or entities on the same terms and conditions as the Guarantee; or (2) such other commercial security is provided for the obligation of the succeeding entity that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee, and (B) all of BPDB’s obligations under this Agreement have been assigned pursuant to law or contractually assumed, through a novation or otherwise, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform its obligations; (b) any default or defaults by BPDB in the making of any payment or payments required to be made by it within thirty (3060) Days of the due date therefor and then, upon notice to the GOB, any default or defaults by the GOB in the making of any payment or payments in accordance with the terms of the Guarantee which continues unpaid for five (5) Business Days; (c) any statement, representation or warranty made by BPDB herein proving to have been incorrect, in any respect, when made or when deemed to have been made and such failure or incorrect statement, representation or warranty having a material adverse effect on BPDB’s ability to perform its obligations under this Agreement; (d) any material breach by BPDB of this Agreement, which is not remedied within thirty (30) Days after notice from the Company to BPDB stating that a material breach of the Agreement has occurred that could result in the termination of the Agreement, identifying the material breach in reasonable detail and demanding remedy thereof; (i) the occurrence of a GOB Event of Default or a BPDB Event of Default which has not been waived or remedied within the applicable cure period provided therein; or (ii) any change in any Laws of Bangladesh making: (A) unenforceable, invalid, or void any material undertaking of BPDB under this Agreement; or (B) it unlawful for the Company, its Lenders or the investors to make or receive any payment, to perform any obligation or to enjoy or enforce any material right under this Agreement or any other documents in the Security Package; or (C) any such payment, the performance of any such material obligation or the enjoyment or enforcement of any such material right unenforceable, invalid or void as a result of any such change in law. (f) the failure of BPDB to permit Commissioning or testing of the Facility as provided in Section 7.1 within thirty (30) Days of the date on which such Commissioning or testing is scheduled by the Company in its final schedule for testing delivered pursuant to Section 7.1 as such date have been be adjusted by the Company in accordance with Section 7.1;Section (g) the failure by BPDB to establish and maintain the BPDB Letter of Credit as required under Section 13.2(i); or (h) the failure by BPDB to return any undrawn portion of the Performance Security Deposit to the Company in accordance with Section 8.6(b)(ii) within three (3) Business Days after the date required thereunder has occurred.

BPDB Events of Default - Termination by the Company. The Company may give a notice of default under this Agreement (“Company Notice of Default”) upon the occurrence of any of the following events (“BPDB Event of Default”) unless such BPDB Event of Default (i) results from a breach by the Company of this Agreement, the Implementation Agreement, the Waste Supply Agreement, the Land Use Agreement or (ii) if it occurs as a result of or during a Force Majeure Event pursuant to Section 16 during the period provided pursuant to Section 16.416.4 or Political Event pursuant to Section 16A during the period provided pursuant to Section 16A.4: (a) the dissolution, pursuant to law, of BPDB, except for: (i) the privatisation of BPDB’s thermal power stations; or (ii) an amalgamation, reorganisation, reconstruction, corporatisation or further privatisation of BPDB, in each case where: (A) (1) the GOB, without interruption, guarantees the performance of the succeeding entity or entities on the same terms and conditions as the Guarantee; or (2) such other commercial security is provided for the obligation of the succeeding entity that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee, and (B) all of BPDB’s obligations under this Agreement have been assigned pursuant to law or contractually assumed, through a novation or otherwise, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform its obligations; (b) any default or defaults by BPDB in the making of any payment or payments required to be made by it within thirty (3060) Days of the due date therefor and then, upon notice to the GOB, any default or defaults by the GOB in the making of any payment or payments in accordance with the terms of the Guarantee which continues unpaid for five (5) Business Days; (c) any statement, representation or warranty made by BPDB herein proving to have been incorrect, in any respect, when made or when deemed to have been made and such failure or incorrect statement, representation or warranty having a material adverse effect on BPDB’s ability to perform its obligations under this Agreement; (d) any material breach by BPDB of this Agreement, which is not remedied within thirty (30) Days after notice from the Company to BPDB stating that a material breach of the Agreement has occurred that could result in the termination of the Agreement, identifying the material breach in reasonable detail and demanding remedy thereof; (i) the occurrence of a GOB Event of Default or a BPDB Event of Default which has not been waived or remedied within the applicable cure period provided therein; or (ii) any change in any Laws of Bangladesh making: (A) unenforceable, invalid, or void any material undertaking of BPDB under this Agreement; or (B) it unlawful for the Company, its Lenders or the investors to make or receive any payment, to perform any obligation or to enjoy or enforce any material right under this Agreement or any other documents in the Security Package; or (C) any such payment, the performance of any such material obligation or the enjoyment or enforcement of any such material right unenforceable, invalid or void as a result of any such change in law. (f) the failure of BPDB to permit Commissioning or testing of the Facility as provided in Section 7.1 within thirty (30) Days of the date on which such Commissioning or testing is scheduled by the Company in its final schedule for testing delivered pursuant to Section 7.1 as such date have been be adjusted by the Company in accordance with Section 7.1;Section (g) the failure by BPDB to establish and maintain the BPDB Letter of Credit as required under Section 13.2(i); or (h) the failure by BPDB to return any undrawn portion of the Performance Security Deposit to the Company in accordance with Section 8.6(b)(ii) within three (3) Business Days after the date required thereunder has occurred.

BPDB Events of Default - Termination by the Company. The Company may give a notice of default under this Agreement (“Company Notice of Default”) upon the occurrence of any of the following events (“BPDB Event of Default”) unless such BPDB Event of Default (i) results from a breach by the Company of this Agreement, the Implementation Agreement, the Gas Supply Agreement or the Land Lease Agreement, or (ii) if it occurs as a result of or during a Force Majeure Event pursuant to Section 16 during the period provided pursuant to Section 16.4: (a) the dissolution, pursuant to law, of BPDB, except for: (i) the privatisation of BPDB’s thermal power stations; or (ii) an amalgamation, reorganisation, reconstruction, corporatisation or further privatisation of BPDB, in each case where: (A) (1) the GOB, without interruption, guarantees the performance of the succeeding entity or entities on the same terms and conditions as the Guarantee; or (2) such other commercial security is provided for the obligation of the succeeding entity that in the reasonable business judgment of the Company provides an adequate alternative to the Guarantee, and (B) all of BPDB’s obligations under this Agreement have been assigned pursuant to law or contractually assumed, through a novation or otherwise, by one or more entities, each of which has the legal capacity and appropriate commercial function to perform its obligations; (b) any default or defaults by BPDB in the making of any payment or payments required to be made by it within thirty (30) Days of the due date therefor and then, upon notice to the GOB, any default or defaults by the GOB in the making of any payment or payments in accordance with the terms of the Guarantee which continues unpaid for five (5) Business Days; (c) any statement, representation or warranty made by BPDB herein proving to have been incorrect, in any respect, when made or when deemed to have been made and such failure or incorrect statement, representation or warranty having a material adverse effect on BPDB’s ability to perform its obligations under this Agreement; (d) any material breach by BPDB of this Agreement, which is not remedied within thirty (30) Days after notice from the Company to BPDB stating that a material breach of the Agreement has occurred that could result in the termination of the Agreement, identifying the material breach in reasonable detail and demanding remedy thereof; (e) (i) the occurrence of a GOB Event of Default (as defined in the Implementation Agreement) or of a Gas Supplier Event of Default (as defined in the Gas Supply Agreement) or a BPDB Event of Default (as defined in the Land Lease Agreement) which has not been waived or remedied within the applicable cure period provided therein; or (ii) any change in any Laws of Bangladesh making: (A) unenforceable, invalid, or void any material undertaking of BPDB under this Agreement; or (B) it unlawful for the Company, its Lenders or the investors to make or receive any payment, to perform any obligation or to enjoy or enforce any material right under this Agreement or any other documents in the Security Package; or (C) any such payment, the performance of any such material obligation or the enjoyment or enforcement of any such material right unenforceable, invalid or void as a result of any such change in law. (f) the failure of BPDB to permit Commissioning or testing of the Facility as provided in Section 7.1 within thirty (30) Days of the date on which such Commissioning or testing is scheduled by the Company in its final schedule for testing delivered pursuant to Section 7.1 as such date have been be adjusted by the Company in accordance with Section 7.1; (g) the failure by BPDB to establish and maintain the BPDB Letter of Credit as required under Section 13.2(i); or (h) the failure by BPDB to return any undrawn portion of the Performance Security Deposit to the Company in accordance with Section 8.6(b)(ii) within three (3) Business Days after the date required thereunder has occurred.