Common use of Cargill Event of Default Clause in Contracts

Cargill Event of Default. The following shall constitute events of default on the part of Cargill (each, a “Cargill Event of Default”) under this Agreement: a) Cargill fails on three (3) separate occasions within any twelve (12) month period to purchase DG in accordance with Section 1.1 under circumstances where such breach or failure is not excused by this Agreement, including by a Force Majeure condition; provided, however, that any such breach or failure shall not constitute a triggering occurrence hereunder unless such breach or failure causes Producer to shut down or suspend operations at the Facility due to excess quantities of DG at the Facility, and Producer has provided Cargill with written notice of each such failure; b) Cargill fails to pay any amount that is due to Producer under this Agreement that is not excused by this Agreement, and (i) Producer provides written notice to Cargill of such failure, and (ii) Cargill fails to pay to Producer such past-due amount (plus amounts payable pursuant to Section 11.3(a)(1), if any) within seven (7) days of Cargill’s receipt of such confirmation. c) willful misconduct by Cargill in the performance of its obligations hereunder and Producer provides Cargill with written notice of such incident where (i) such willful misconduct has a Material Adverse Effect on Producer or the Facility; and (ii) such willful misconduct is done under the direction of or otherwise sanctioned by an officer of Cargill within the Cargill Non-Grain Feed Ingredients Business Unit; or d) Cargill files a voluntary petition in bankruptcy, has filed against it an involuntary petition in bankruptcy, makes an assignment for the benefit of creditors, has a trustee or receiver appointed for any or all of its assets, is insolvent or fails or is unable to pay its debts generally when due, in each case where such petition, appointment or insolvency is not dismissed, discharged or remedied, as applicable, within sixty (60) days.

Cargill Event of Default. The following shall constitute events of default on the part of Cargill (each, a “Cargill Event of Default”) under this Agreement: (a) Cargill fails on three (3) separate occasions within any twelve (12) -month period to purchase DG Ethanol in accordance with Section 1.1 1(a) or to market Ethanol in accordance with Section 8.1 or Section 9.1 under circumstances where such breach or failure is not excused by this Agreement, including by a Force Majeure condition; provided, however, that any such breach or failure shall not constitute a triggering occurrence hereunder unless such breach or failure causes Producer to shut down or suspend operations at the Facility due to excess quantities of DG at the Facility, and Producer has provided Cargill with written notice of each such failure;. (b) Cargill fails to pay any amount that is due to Producer under this Agreement that is not excused by this Agreement, and (i) Producer provides written notice to Cargill of such failure, (ii) the Net Aggregate Exposure at such time is negative or becomes negative at any time prior to Producer’s receipt of such past-due amounts (plus amounts payable pursuant to Section 11.3(a)(i), if any), (iii) Producer delivers to Cargill written confirmation that the Net Aggregate Exposure is, or has become, negative and demands, in such confirmation, payment of such past-due amount, and (iiiv) Cargill fails to pay to Producer such past-due amount (plus amounts payable pursuant to Section 11.3(a)(111.3(a)(i), if any) within seven (7) 153 days of Cargill’s receipt of such confirmation.; (c) three or more incidents of willful misconduct by Cargill in the performance of its obligations hereunder occur in any 12-month period and Producer provides Cargill with written notice of each such incident, or any one incident of willful misconduct by Cargill occurs where (i) such willful misconduct has a Material Adverse Effect on Producer or the Facility; Ethanol Facility and (ii) such willful misconduct is done under the direction of or otherwise sanctioned by an officer Cargill’s board of Cargill within the Cargill Non-Grain Feed Ingredients Business Unit; ordirectors or senior management; (d) Cargill files a voluntary petition in bankruptcy, has filed against it an involuntary petition in bankruptcy, makes an assignment for the benefit of creditors, has a trustee or receiver appointed for any or all of its assets, is insolvent or fails or is generally unable to pay its debts generally when due, in each case where such petition, appointment or insolvency is not dismissed, discharged or remedied, as applicable, within sixty (60) days; or (e) a Cargill Event of Default has occurred (and has not been waived by Producer) under any Principal Document.

Cargill Event of Default. The following shall constitute events of default on the part of Cargill (each, a “Cargill Event of Default”) under this Agreement: a) Cargill fails on three (3) separate occasions within any twelve (12) month period to purchase DG Ethanol in accordance with Section 1.1 under circumstances where such breach or failure is not excused by this Agreement, including by a Force Majeure condition; provided, however, that any such breach or failure shall not constitute a triggering occurrence hereunder unless such breach or failure causes Producer to shut down or suspend operations at the Facility due to excess quantities of DG Ethanol at the Facility, and Producer has provided Cargill with written notice of each such breach or failure; b) Cargill fails to pay any amount that is due to Producer under this Agreement that is not excused by this Agreement, and (i) Producer provides written notice to Cargill of such failure, and (ii) Cargill fails to pay to Producer such past-due amount (plus amounts payable pursuant to Section 11.3(a)(112.3(a)(i), if any) within seven (7) days of Cargill’s receipt of such confirmation. c) willful misconduct by Cargill in the performance of its obligations hereunder and Producer provides Cargill with written notice of such incident where (i) such willful misconduct has a Material Adverse Effect on Producer or the Facility; and (ii) such willful misconduct is done under the direction of or otherwise sanctioned by an officer of Cargill within the Cargill Non-Grain Feed Ingredients Corn Milling North America Business Unit; or d) Cargill files a voluntary petition in bankruptcy, has filed against it an involuntary petition in bankruptcy, makes an assignment for the benefit of creditors, has a trustee or receiver appointed for any or all of its assets, is insolvent or fails or is unable to pay its debts generally when due, in each case where such petition, appointment or insolvency is not dismissed, discharged or remedied, as applicable, within sixty (60) days.

Cargill Event of Default. The following shall constitute events of default on the part of Cargill (each, a “Cargill Event of Default”) under this Agreement: ax. Xxxxxxx fails to deliver at least seventy-five percent (75%) Cargill fails of the Corn ordered and confirmed pursuant to Section 3(b) for a 24-hour period on three (3) separate occasions within any twelve (12) separate occurrences within any 12-month period to purchase DG in accordance with Section 1.1 under circumstances where such breach or failure is not excused by this Agreement, including by a Force Majeure condition; provided, however, that any such breach or failure shall not constitute a triggering occurrence hereunder unless such breach or failure causes Producer to shut down or suspend operations at the Facility due to excess quantities of DG at the Facility, and (i) Producer has provided Cargill with written notice of each such failure; b) Cargill fails to pay any amount that is due to Producer under this Agreement that is not excused by this Agreement, and (i) Producer provides written notice to Cargill of such failure, and (ii) if such failure is curable, Cargill fails to pay to Producer has not cured such past-due amount (plus amounts payable pursuant to Section 11.3(a)(1), if any) failure within seven (7) 3 days of Cargill’s its receipt of such confirmation.written notice; c) b. three or more incidents of willful misconduct by Cargill in the performance of its obligations hereunder occur in any 12-month period and Producer provides Cargill with written notice of each such incident, or any one incident of willful misconduct by Cargill occurs where (i) such willful misconduct has a Material Adverse Effect on Producer or the Facility; Ethanol Facility and (ii) such willful misconduct is done under the direction of or otherwise sanctioned by an officer Cargill’s board of Cargill within the Cargill Non-Grain Feed Ingredients Business Unit; ordirectors or senior management; d) Cargill x. Xxxxxxx files a voluntary petition in bankruptcy, has filed against it an involuntary petition in bankruptcy, makes an assignment for the benefit of creditors, has a trustee or receiver appointed for any or all of its assets, is insolvent or fails or is unable to pay its debts generally when due, in each case where such petition, appointment or insolvency is not dismissed, discharged or remedied, as applicable, within sixty (60) days; x. Xxxxxxx leases the Grain Facility to another Person, or sells or otherwise transfers the Grain Facility to a Buyer without complying with Section 9(b); or x. Xxxxxxx fails to pay any amount that is due to Producer under this Agreement that is not excused by this Agreement, and (i) Producer provides written notice to Cargill of such failure, (ii) the Net Aggregate Exposure at such time is negative or becomes negative at any time prior to Producer’s receipt of such past-due amounts (plus amounts payable pursuant to Section 10.3(a)(i), if any), (iii) Producer delivers to Cargill written confirmation that the Net Aggregate Exposure is, or has become, negative and demands, in such confirmation, payment of such past-due amount, and (iv) Cargill fails to pay to Producer such past-due amount (plus amounts payable pursuant to Section 10.3(a)(i), if any) within 153 days of Cargill’s receipt of such confirmation; or f. a Cargill Event of Default has occurred (and has not been waived by Producer) under any Principal Document.

Cargill Event of Default. The following shall constitute events of default on the part of Cargill (each, a “Cargill Event of Default”) under this Agreement: (a) Cargill fails on three (3) separate occasions within any twelve (12) -month period to purchase DG in accordance with Section 1.1 1(a) or to market DG in accordance with Section 9 under circumstances where such breach or failure is not excused by this Agreement, including by a Force Majeure condition; provided, however, that any such breach or failure shall not constitute a triggering occurrence hereunder unless such breach or failure causes Producer to shut down or suspend operations at the Facility due to excess quantities of DG at the Facility, and Producer has provided Cargill with written notice of each such failure;. (b) Cargill fails to pay any amount that is due to Producer under this Agreement that is not excused by this Agreement, and (i) Producer provides written notice to Cargill of such failure, (ii) the Net Aggregate Exposure at such time is negative or becomes negative at any time prior to Producer’s receipt of such past-due amounts (plus amounts payable pursuant to Section 11.3(a)(i), if any), (iii) Producer delivers to Cargill written confirmation that the Net Aggregate Exposure is, or has become, negative and demands, in such confirmation, payment of such past-due amount, and (iiiv) Cargill fails to pay to Producer such past-due amount (plus amounts payable pursuant to Section 11.3(a)(111.3(a)(i), if any) within seven (7) 153 days of Cargill’s receipt of such confirmation.; (c) three or more incidents of willful misconduct by Cargill in the performance of its obligations hereunder occur in any 12-month period and Producer provides Cargill with written notice of each such incident, or any one incident of willful misconduct by Cargill occurs where (i) such willful misconduct has a Material Adverse Effect on Producer or the Facility; and and, (ii) the Ethanol Facility or such willful misconduct is done under the direction of or otherwise sanctioned by an officer Cargill’s board of Cargill within the Cargill Non-Grain Feed Ingredients Business Unit; ordirectors or senior management; (d) Cargill files a voluntary petition in bankruptcy, has filed against it an involuntary petition in bankruptcy, makes an assignment for the benefit of creditors, has a trustee or receiver appointed for any or all of its assets, is insolvent or fails or is generally unable to pay its debts generally when due, in each case where such petition, appointment or insolvency is not dismissed, discharged or remedied, as applicable, within sixty (60) days; or (e) a Cargill Event of Default has occurred (and has not been waived by Producer) under any Principal Document.