Company Default. In case one or more of the following events of default by the Company (each, a "Company Default") shall occur and be continuing, that is to say:
(i) any failure by the Company to remit to the Master Servicer any payment required to be made under the terms of this Agreement on any Remittance Date; or
(ii) failure on the part of the Company duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Company set forth in this Agreement, the breach of which has a material adverse effect and which continue unremedied for a period of sixty days (except that such number of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and such failure shall be deemed to have a material adverse effect) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Master Servicer; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Company and such decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Company or of or relating to all or substantially all of its property; or
(v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or
(vi) the Company attempts to assign its right to servicing compensation hereunder or the Company attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except as otherwise permitted herein; or
(vii) the Company ceases to be qualified to transact business in any jurisdiction...
Company Default. The failure by the Company to pay or perform any material obligation hereunder (including, without limitation, a breach of its obligations under Section 8 below) which failure is not cured within two (2) business days of the Company’s receipt of written notice from the Guarantor of such failure shall constitute a default hereunder. Upon any such default by the Company, the Guarantor’s obligations to pay the Guarantor Payments shall be terminated. Notwithstanding anything to the contrary in this Agreement, the Company shall indemnify, defend and hold the Guarantor harmless from and against all losses (including, without limitation, reasonable attorneys fees and court costs) incurred by the Guarantor as a result of the Company’s failure to comply with its obligations hereunder; provided that Company’s maximum liability to the Guarantor under this Agreement shall not exceed $900,000.
Company Default. Company shall be in default of this Agreement (each, a “Company Default”): (a) upon an Event of Bankruptcy with respect to Company or (b) if Company is in material breach of any of its obligations under this Agreement, and Company fails to cure such breach within thirty (30) days (or ten (10) days for an obligation to pay any undisputed sums of money owed) following delivery to Company of a notice from Operator stating with reasonable particularity the nature and extent of such material breach or if a remedy cannot be effected within such initial thirty (30)-day period, an additional reasonable period no longer than ninety (90) days, provided that Company has commenced pursuit of a remedy within the initial thirty (30)-day period and diligently pursues such remedy to completion.
Company Default. The occurrence of any of the following actions during the term of an Exemption Contract shall constitute a Company Default with a corresponding remedy:
(1) Operation does not commence within a 2-year period beginning on the date identified in Section 4.02(A), in which case the Board may terminate or otherwise modify the Exemption Contract as provided in the Rules.
(2) Cessation of Operation, in which case the Board may terminate or otherwise modify the Exemption Contract as provided in the Rules;
(3) Assignment of this Agreement, or transfer of ownership of or controlling interest in the Manufacturing Establishment, the Company, or substantially all of its assets, other than as permitted under Article V, in which case the Board may terminate or otherwise modify the Exemption Contract as provided in the Rules;
(4) Failure to satisfy 90% of either or both of the Company's Required Annual Jobs and Payroll under Section 4.02 of this Agreement upon which LED shall give notification to the Company and the Local Governmental Entities, which entities will make a recommendation to the Board on whether to terminate the Exemption Contract for the Company or otherwise alter the terms of the Exemption, including the length of the exemption period and/or the percentage of the exemption. The recommendation of the Local Governmental Entities shall then be submitted to the Board for consideration and/or action. This provision shall be applicable for each Project Year in which the Company fails to satisfy the requirements of this paragraph as provided herein irrespective of any prior decision of the Board to continue the Exemption Contract under the terms provided.
Company Default. For purposes of this Agreement, a "Company Default" shall occur upon any of the following events:
Company Default. If the Company fails to disprove or correct the violation within thirty (30) days, or, in the case of a violation which cannot be corrected in thirty (30) days, the Company has failed to initiate a reasonable plan of corrective action and to correct the violation within the specified time frame in such plan, then the Licensor may declare in writing that the Company is in default.
Company Default. A Company Default shall be deemed to have occurred with respect to the Policy if the Company fails to pay a Premium on the Policy as required under the terms of the Agreement within sixty (60) days after the due date for such Premium, or if the Company processes or attempts to process a policy loan, or a complete or partial surrender, or a cash value withdrawal without prior written approval from the Assignees.
Company Default. The occurrence and continuation of any of the following events, unless any such event occurs as a result of Force Majeure event or a breach by the HPSEBL of its obligations under the Agreement, shall constitute a "Company Event of Default”.
(a) breach of Implementation Agreement by the Company;
(b) if the Project is designed, constructed or completed:-
i) in a manner that materially deviates from the provisions of the Approved DPR of the Project; or
ii) in violation of any applicable Law of India; or
iii) in a manner which deviates materially from Prudent Utility Practices;
Company Default. Without limiting any rights or remedies available to CF&CO hereunder, in the event that the Company (or its Successor) is unable to, or otherwise does not, (i) issue, transfer and deliver or cause to be issued, transferred and delivered, the full amount of the CF&CO Fee Shares to CF&CO promptly upon the Closing free and clear of all Restrictions, or (ii) comply with, or cause to be complied with, all of the Resale Rights Obligations, such that CF&CO is unable to promptly resell, freely trade or otherwise dispose of the CF&CO Securities immediately upon the expiration of the Lock-up Period, then, in each case, at the sole election of CF&CO made by written notice provided to the Company, the Company shall promptly (but in any event within five (5) Business Days) after receipt of such written notice pay to CF&CO the entire amount of the Deferred Fee, in cash, in an amount equal to $5,567,500, as contemplated by the Underwriting Agreement, as modified by the Waiver (any such payment, the “Default Payment”). However, in the event that, prior to the expiration of the Lock Period, CF&CO becomes aware of facts and circumstances that it reasonably believes would constitute a breach of the Company’s Resale Rights Obligations hereunder, CF&CO shall promptly notify the Company of the same and permit the Company a reasonable opportunity (up to the earlier of (x) thirty (30) calendar days and (y) the expiration of the Lock-up Period) to cure or otherwise mitigate any effects thereof, provided, however that any failure by CF&CO to notify the Company of any such failure shall not relieve the Company of timely fulfilment of its Resale Rights Obligations hereunder.
Company Default. A Company Default shall be deemed to have occurred with --------------- respect to the Policy if the Company processes or attempts to process a policy loan, or a complete or partial surrender, a face amount reduction, or a cash value withdrawal without prior written approval from the Owner. In the event of a Company Default, the Owner shall have the right to require the Company to cure the Company Default by notifying the Company in writing within sixty (60) days after the Company Default occurs, or if later, within thirty (30) days after the Owner becomes aware of the Company Default. If the Company fails to cure the Company Default within sixty (60) days after being notified by the Owner of the Company Default, the Owner shall have the right to require the Company to transfer its interest in the Policy to the Owner. The Owner may exercise this right by notifying the Company, in writing, within sixty (60) days after the end of the period given to the Company to cure the Company Default pursuant to the preceding sentence. Upon receipt of such notice, the Company shall immediately transfer its rights in the Policy to the Owner, either by a release of the Collateral Assignment, or by a transfer of ownership if the Company is the owner of the Policy, and the Company shall thereafter have no rights with respect to such Policy. The Owner's failure to exercise its rights under this Section shall not be deemed to release the Company from any of its obligations under this Agreement, and shall not preclude the Owner from seeking other remedies with respect to the Company Default. Also, the Owner's failure to exercise its rights under this Section will not preclude the Owner from exercising such rights upon a later Company Default.
