Company Events of Default --Termination by the GOB. The GOB may give a notice of default under this Agreement (a “GOB Notice of Default”) upon (or following) the occurrence of any of the following events (“Company Event of Default”); provided, that no such event shall be a Company Event of Default if it (i) results from a breach (a) by the GOB of this Agreement or the Guarantee, (b) BPDB of the Power Purchase Agreement, (ii) occurs as a result of a Force Majeure Event or Political Event or Change in Law for the period provided pursuant to Section 11.4 or 11A.4: (a) The failure of the Company to achieve the Financial Closing Date by the Required Financial Closing Date; (b) The failure of the Company to achieve the Construction Start Date within 90 (ninety) Days after the Financial Closing Date; (c) The failure of the Company to achieve the Commercial Operation Date of the Project by the Required Commercial Operation Date; (d) after the Construction Start Date but prior to the achievement of the Commercial Operation Date, the Abandonment of the Facility by the Company or the failure of the Company to prosecute the Facility in a diligent manner for a period of 30 (thirty) consecutive Days without the prior notice to, and the prior written consent of, the GOB (in either case, other than as a result of BPDB’s acts or omissions); (e) Except for the transfer of the Facility to the GOB pursuant to the terms of this Agreement and the assignment to and by the Lenders contemplated under Section 9.2 and Section 22.10 of the Power Purchase Agreement: (i) The assignment or transfer of the Company’s rights or obligations in the Facility without obtaining the prior written consent of the GOB; or (ii) The transfer, conveyance, loss, or relinquishment to any person or entity of the Company’s right to own and/or operate the Facility or any material part thereof or to occupy the Site without the prior written approval of the GOB; (f) except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events: (i) The passing of a resolution by the shareholders of the Company for the winding up of the Company; (ii) The voluntary filing by the Company of a petition of bankruptcy, moratorium, or other similar relief; (iii) The appointment of a provisional liquidator in a proceeding for the winding up of the Company after notice to the Company and due hearing, which appointment has not been set aside or stayed within 90 (ninety) Days of such appointment; or (iv) The making by a court with jurisdiction over the Company of an order winding up the Company that is not stayed or reversed by a court of competent authority within 90 (ninety) Days; (g) any statement, representation, or warranty by the Company in this Agreement proving to have been incorrect, in any material respect, when made or when deemed to have been made and such failure or incorrect statement, representation, or warranty having a material and adverse effect on the Company’s ability to perform its obligations under this Agreement; (h) any material breach by the Company of this Agreement, that is not remedied within 30 (thirty) Days after notice from the GOB, stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the material breach in question in reasonable detail, and demanding remedy thereof; (i) the occurrence of a Company Event of Default under and as defined in the Power Purchase Agreement, or which has not been waived by the other party to the applicable agreement or remedied by the Company within the applicable cure period , if any, provided to the Company therein; (j) any default or defaults by the Company in the making of any undisputed payment or payments required to be made by it under this Agreement, the Power Purchase Agreement as the case may be, on the due date specified in such agreement that continues unpaid for a period of 30 (thirty) Days plus 5 (five) Business Days following the due date therefore; (k) The failure by the Company to provide and maintain the Performance Security Deposit as required by inform Force and effect. (l) The failure of the Company to submit the Operations Security Deposit within 30 (thirty) Days after the Commercial Operations Date or to maintain the Operations Security Deposit, in either case, in accordance with Section 8.2(b) of the Power Purchase Agreement.
Appears in 5 contracts
Samples: Implementation Agreement, Implementation Agreement, Implementation Agreement
Company Events of Default --Termination by the GOB. The GOB may give a notice of default under this Agreement (a “GOB Notice of Default”) upon (or following) the occurrence of any of the following events (“Company Event of Default”); provided, that no ) unless such event shall be a Company Event of Default if it (i) results from a breach (a) by the GOB of this Agreement or the Guarantee, (b) BPDB of the Power Purchase Agreement, or (ii) occurs as a result of or during a Force Majeure Event or Political Event or Change in Law for the period provided pursuant to Section 11.4 or 11A.411.4:
(a) The the failure of the Company to achieve the Financial Closing Date by the Required Financial Closing Date;
(b) The the failure of the Company to achieve the Construction Start Date within 90 thirty (ninety30) Days after the Financial Closing Date;
(c) The the failure of the Company to achieve the Commercial Operation Operations Date of the Project by within six (6) Months after the Required Commercial Operation Operations Date;
(d) after the Construction Start Date but prior to the achievement of the Commercial Operation Operations Date, the Abandonment of the Facility by the Company or the failure of the Company to prosecute the Facility in a diligent manner for a period of 30 thirty (thirty30) consecutive Days without the prior notice to, and the prior written consent of, the GOB (in either case, other than as a result of BPDB’s acts or omissions);
(e) Except the Abandonment by the Company of the operation of the Facility after the Commercial Operations Date for a consecutive period of twenty-five (25) Days without prior notice to, and the prior written consent of, the GOB;
(f) except for the transfer of the Facility to the GOB pursuant to the terms of this Agreement and the assignment to and by the Lenders contemplated under Section 9.2 and Section 22.10 of the Power Purchase Agreement:
(i) The assignment or transfer of the Company’s rights or obligations in the Facility without obtaining the prior written consent of the GOB; or
(ii) The transfer, conveyance, loss, or relinquishment to any person or entity of the Company’s right to own and/or operate the Facility or any material part thereof or to occupy the Site without the prior written approval of the GOB;
(f) except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events:
(i) The passing of a resolution by the shareholders of the Company for the winding up of the Company;
(ii) The voluntary filing by the Company of a petition of bankruptcy, moratorium, or other similar relief;
(iii) The appointment of a provisional liquidator in a proceeding for the winding up of the Company after notice to the Company and due hearing, which appointment has not been set aside or stayed within 90 (ninety) Days of such appointment; or
(iv) The making by a court with jurisdiction over the Company of an order winding up the Company that is not stayed or reversed by a court of competent authority within 90 (ninety) Days;
(g) any statement, representation, or warranty by the Company in this Agreement proving to have been incorrect, in any material respect, when made or when deemed to have been made and such failure or incorrect statement, representation, or warranty having a material and adverse effect on the Company’s ability to perform its obligations under this Agreement;
(h) any material breach by the Company of this Agreement, that is not remedied within 30 (thirty) Days after notice from the GOB, stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the material breach in question in reasonable detail, and demanding remedy thereof;
(i) the occurrence of a Company Event of Default under and as defined in the Power Purchase Agreement, or which has not been waived by the other party to the applicable agreement or remedied by the Company within the applicable cure period , if any, provided to the Company therein;
(j) any default or defaults by the Company in the making of any undisputed payment or payments required to be made by it under this Agreement, the Power Purchase Agreement as the case may be, on the due date specified in such agreement that continues unpaid for a period of 30 (thirty) Days plus 5 (five) Business Days following the due date therefore;
(k) The failure by the Company to provide and maintain the Performance Security Deposit as required by inform Force and effect.
(l) The failure of the Company to submit the Operations Security Deposit within 30 (thirty) Days after the Commercial Operations Date or to maintain the Operations Security Deposit, in either case, in accordance with Section 8.2(b) of the Power Purchase Agreement.Section
Appears in 3 contracts
Samples: Implementation Agreement, Implementation Agreement, Implementation Agreement
Company Events of Default --Termination by the GOB. The GOB may give a notice of default under this Agreement (a “GOB Notice of Default”) upon (or following) the occurrence of any of the following events (“Company Event of Default”); provided, that no such event shall be a Company Event of Default if it (i) results from a breach (a) by the GOB of this Agreement or the Guarantee, (b) BPDB of the Power Purchase Agreement, (ii) occurs as a result of a Force Majeure Event or Political Event or Change in Law for the period provided pursuant to Section 11.4 or 11A.4:
(a) The failure of the Company to achieve the Financial Closing Date by the Required Financial Closing Date;
(b) The failure of the Company to achieve the Construction Start Date within 90 (ninety) Days after the Financial Closing Date;
(c) The failure of the Company to achieve the Commercial Operation Operations Date of the Project by the Required Commercial Operation Operations Date;
(d) after the Construction Start Date but prior to the achievement of the Commercial Operation Date, the Abandonment of the Facility by the Company or the failure of the Company to prosecute the Facility in a diligent manner for a period of 30 (thirty) consecutive Days without the prior notice to, and the prior written consent of, the GOB (in either case, other than as a result of BPDB’s acts or omissions);
(e) Except for the transfer of the Facility to the GOB pursuant to the terms of this Agreement and the assignment to and by the Lenders contemplated under Section 9.2 and Section 22.10 of the Power Purchase Agreement:
(i) The assignment or transfer of the Company’s rights or obligations in the Facility without obtaining the prior written consent of the GOB; or
(ii) The transfer, conveyance, loss, or relinquishment to any person or entity of the Company’s right to own and/or operate the Facility or any material part thereof or to occupy the Site without the prior written approval of the GOB;
(f) except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events:
(i) The passing of a resolution by the shareholders of the Company for the winding up of the Company;
(ii) The voluntary filing by the Company of a petition of bankruptcy, moratorium, or other similar relief;
(iii) The appointment of a provisional liquidator in a proceeding for the winding up of the Company after notice to the Company and due hearing, which appointment has not been set aside or stayed within 90 (ninety) Days of such appointment; or
(iv) The making by a court with jurisdiction over the Company of an order winding up the Company that is not stayed or reversed by a court of competent authority within 90 (ninety) Days;
(g) any statement, representation, or warranty by the Company in this Agreement proving to have been incorrect, in any material respect, when made or when deemed to have been made and such failure or incorrect statement, representation, or warranty having a material and adverse effect on the Company’s ability to perform its obligations under this Agreement;
(h) any material breach by the Company of this Agreement, that is not remedied within 30 (thirty) Days after notice from the GOB, stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the material breach in question in reasonable detail, and demanding remedy thereof;
(i) the occurrence of a Company Event of Default under and as defined in the Power Purchase Agreement, or which has not been waived by the other party to the applicable agreement or remedied by the Company within the applicable cure period , if any, provided to the Company therein;
(j) any default or defaults by the Company in the making of any undisputed payment or payments required to be made by it under this Agreement, the Power Purchase Agreement as the case may be, on the due date specified in such agreement that continues unpaid for a period of 30 (thirty) Days plus 5 (five) Business Days following the due date therefore;
(k) The failure by the Company to provide and maintain the Performance Security Deposit as required by inform Force and effect.
(l) The failure of the Company to submit the Operations Security Deposit within 30 (thirty) Days after the Commercial Operations Date or to maintain the Operations Security Deposit, in either case, in accordance with Section 8.2(b) of the Power Purchase Agreement.
Appears in 2 contracts
Company Events of Default --Termination by the GOB. The GOB may give a notice of default under this Agreement (a “GOB Notice of Default”) upon (or following) the occurrence of any of the following events (“Company Event of Default”); provided, that no such event shall be a Company Event of Default if it (i) results from a breach (a) by the GOB of this Agreement or the Guarantee, (b) BPDB of the Power Purchase Agreement, (ii) occurs as a result of a Force Majeure Event or Political Event or Change in Law for the period provided pursuant to Section 11.4 or 11A.4:
(a) The the failure of the Company to achieve the Required Financial Closing Date by the Required Financial Closing Date;;
(b) The the failure of the Company to achieve the Construction Start Date within 90 ninety (ninety90) Days after the Financial Closing Project Effective Date;
(c) The the failure of the Company to achieve the Commercial Operation Operations Date of the Project by within three (3) Months after the Required Commercial Operation Operations Date;
(d) after the Construction Start Date signing of this Agreement, but prior to the achievement of the Commercial Operation Operations Date, the Abandonment abandonment of the Facility by the Company or the failure of the Company to prosecute put the Facility on trial in a diligent manner for a period of 30 thirty (thirty30) consecutive Days without the prior written notice to, and prior written consent of, BPDB; provided, however, that after the commencement of on-site construction of the Facility, the Company shall not be deemed to have abandoned its construction of the Facility (and therefore its trial of the Facility) so long as it is using all reasonable efforts to regain control of the Facility or reinstate such construction;
(e) the failure of the Company to submit and maintain and replenish the Performance Security Deposit pursuant to Section 8.3.
(f) the failure of the Company to submit the Operations Security Deposit within fifteen (15) Business Days after the Commercial Operations Date, in accordance with Section 8.3;
(g) the abandonment by the Company of the operation of the Facility after the Commercial Operations Date for a consecutive period of ten (10) Days without prior notice to, and the prior written consent of, the GOB (in either case, other than as a result of BPDB’s acts ; provided, however that the Company shall not be deemed to have abandoned its operation of the Facility so long as it is using its best efforts to regain control of the Facility or omissions)reinstate such operation;
(eh) Except for the transfer Company’s failure to operate, maintain, modify, or repair the Facility in accordance with Prudent Utility Practices, such that safety of persons and property, the Facility or BPDB’s service to its customers is adversely affected;
(i) the occurrence of any of the Facility to the GOB pursuant to the terms of this Agreement and the assignment to and by the Lenders contemplated under Section 9.2 and Section 22.10 of the Power Purchase Agreementfollowing events:
(i) The the assignment or transfer of the Company’s rights or obligations in the assets of the Facility without obtaining the prior written consent of the GOB; orBPDB;
(ii) The the transfer, conveyance, loss, loss or relinquishment to any person or entity of the Company’s right to own and/or operate the Facility or any material part thereof or to occupy the Site to any person without the prior written approval of the GOBBPDB;
(fj) except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events:
(i) The the passing of a resolution by the shareholders of the Company for the winding up up/dissolution of the Company;
(ii) The the voluntary filing by the Company of a petition of bankruptcy, moratorium, or other similar relief;
(iii) The the appointment of a provisional liquidator in a proceeding for the winding up of the Company after notice to the Company and due the hearing, which appointment has not been set aside or stayed within 90 thirty (ninety30) Days days of such appointment; or
(iv) The the making by a court with jurisdiction over the Company of an order winding up the Company that which is not stayed or reversed by a court of competent authority within 90 thirty (ninety30) Days;.
(gk) any statement, representation, or warranty by the Company in this Agreement proving to have been incorrect, in any material respect, when made or when deemed to have been made and such failure or incorrect statement, representation, or warranty having a material and adverse effect on the Company’s ability to perform its obligations under this Agreement;
(hl) unless such breach is cause solely by a breach of this Agreement by BPDB, any material breach by the Company of this Agreement, Agreement that is not remedied within 30 sixty (thirty60) Days after notice from the GOB, BPDB stating that a material breach of this the Agreement has occurred that could result in the termination of this Agreement, identifying the material breach in question in reasonable detail, detail and demanding remedy thereof;; or
(im) the occurrence of a the Company Event of Default under and as defined in the Power Purchase Agreement, or this Agreement which has is not been waived by the other party to the applicable agreement or remedied by the Company within the applicable cure period , if any, provided to the Company therein;.
(jn) except for payments in respect of which security has been provided for pursuant to Section 8. of PPA any default or defaults by the Company in the making of any undisputed payment or payments required to be made by it under this Agreement, the Power Purchase Agreement as the case may be, on the due date specified in such agreement that continues unpaid for a period of 30 hereunder within fifteen (thirty15) Days plus 5 (five) Business Days following of the due date therefore;
(ko) The failure by the Company to provide and maintain the Performance Security Deposit as required by inform Force and effect.
(l) The failure of the Company to submit restore the Operations Security Deposit within 30 (thirty) Days Plant after the Commercial Operations Date or to maintain the Operations Security Deposit, in either case, in accordance with Section 8.2(b) of the Power Purchase Agreementa Force Majeure Event.
Appears in 2 contracts
Company Events of Default --Termination by the GOB. The GOB may give a notice of default under this Agreement (a “GOB Notice of Default”) upon (or following) the occurrence of any of the following events (“Company Event of Default”); provided, that no ) unless such event shall be a Company Event of Default if it (i) results from a breach (a) by the GOB of this Agreement or the Guarantee, (b) BPDB of the Power Purchase Agreement, (c) by the Keranigonj Upazila Porishod of the Waste Supply Agreement and Land Lease Agreement with Bangladesh Power Development Board or (ii) occurs as a result of or during a Force Majeure Event or Political Event or Change in Law for the period provided pursuant to Section 11.4 or 11A.4:
(a) The the failure of the Company to achieve the Financial Closing Date by the Required Financial Closing Date;
(b) The the failure of the Company to achieve the Construction Start Date within 90 thirty (ninety30) Days after the Financial Closing Date;
(c) The the failure of the Company to achieve the Commercial Operation Operations Date of the Project by within six (6) Months after the Required Commercial Operation Operations Date;
(d) after the Construction Start Date but prior to the achievement of the Commercial Operation Operations Date, the Abandonment of the Facility by the Company or the failure of the Company to prosecute the Facility in a diligent manner for a period of 30 thirty (thirty30) consecutive Days without the prior notice to, and the prior written consent of, the GOB (in either case, other than as a result of BPDB’s BPDB‟s acts or omissions);
(e) Except the Abandonment by the Company of the operation of the Facility after the Commercial Operations Date for a consecutive period of twenty-five (25) Days without prior notice to, and the prior written consent of, the GOB;
(f) except for the transfer of the Facility to the GOB pursuant to the terms of this Agreement and the assignment to and by the Lenders contemplated under Section 9.2 and Section 22.10 of the Power Purchase Agreement:
(i) The assignment or transfer of the Company’s rights or obligations in the Facility without obtaining the prior written consent of the GOB; or
(ii) The transfer, conveyance, loss, or relinquishment to any person or entity of the Company’s right to own and/or operate the Facility or any material part thereof or to occupy the Site without the prior written approval of the GOB;
(f) except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events:
(i) The passing of a resolution by the shareholders of the Company for the winding up of the Company;
(ii) The voluntary filing by the Company of a petition of bankruptcy, moratorium, or other similar relief;
(iii) The appointment of a provisional liquidator in a proceeding for the winding up of the Company after notice to the Company and due hearing, which appointment has not been set aside or stayed within 90 (ninety) Days of such appointment; or
(iv) The making by a court with jurisdiction over the Company of an order winding up the Company that is not stayed or reversed by a court of competent authority within 90 (ninety) Days;
(g) any statement, representation, or warranty by the Company in this Agreement proving to have been incorrect, in any material respect, when made or when deemed to have been made and such failure or incorrect statement, representation, or warranty having a material and adverse effect on the Company’s ability to perform its obligations under this Agreement;
(h) any material breach by the Company of this Agreement, that is not remedied within 30 (thirty) Days after notice from the GOB, stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the material breach in question in reasonable detail, and demanding remedy thereof;
(i) the occurrence of a Company Event of Default under and as defined in the Power Purchase Agreement, or which has not been waived by the other party to the applicable agreement or remedied by the Company within the applicable cure period , if any, provided to the Company therein;
(j) any default or defaults by the Company in the making of any undisputed payment or payments required to be made by it under this Agreement, the Power Purchase Agreement as the case may be, on the due date specified in such agreement that continues unpaid for a period of 30 (thirty) Days plus 5 (five) Business Days following the due date therefore;
(k) The failure by the Company to provide and maintain the Performance Security Deposit as required by inform Force and effect.
(l) The failure of the Company to submit the Operations Security Deposit within 30 (thirty) Days after the Commercial Operations Date or to maintain the Operations Security Deposit, in either case, in accordance with Section 8.2(b) of the Power Purchase Agreement.Section
Appears in 1 contract
Samples: Implementation Agreement
Company Events of Default --Termination by the GOB. The GOB may give a notice of default under this Agreement (a “GOB Notice of Default”) upon (or following) the occurrence of any of the following events (“Company Event of Default”); provided, that no ) unless such event shall be a Company Event of Default if it (i) results from a breach (a) by the GOB of this Agreement or the Guarantee, (b) BPDB of the Power Purchase Agreement, (c) by the NCC of the Waste Supply Agreement or Land Use Agreement or (ii) occurs as a result of or during a Force Majeure Event or Political Event or Change in Law for the period provided pursuant to Section 11.4 or 11A.4:
(a) The the failure of the Company to achieve the Financial Closing Date by the Required Financial Closing Date;
(b) The the failure of the Company to achieve the Construction Start Date within 90 thirty (ninety30) Days after the Financial Closing Date;
(c) The the failure of the Company to achieve the Commercial Operation Operations Date of the Project by within six (6) Months after the Required Commercial Operation Operations Date;
(d) after the Construction Start Date but prior to the achievement of the Commercial Operation Operations Date, the Abandonment of the Facility by the Company or the failure of the Company to prosecute the Facility in a diligent manner for a period of 30 thirty (thirty30) consecutive Days without the prior notice to, and the prior written consent of, the GOB (in either case, other than as a result of BPDB’s acts or omissions);
(e) Except the Abandonment by the Company of the operation of the Facility after the Commercial Operations Date for a consecutive period of twenty-five (25) Days without prior notice to, and the prior written consent of, the GOB;
(f) except for the transfer of the Facility to the GOB pursuant to the terms of this Agreement and the assignment to and by the Lenders contemplated under Section 9.2 and Section 22.10 of the Power Purchase Agreement:
(i) The assignment or transfer of the Company’s rights or obligations in the Facility without obtaining the prior written consent of the GOB; or
(ii) The transfer, conveyance, loss, or relinquishment to any person or entity of the Company’s right to own and/or operate the Facility or any material part thereof or to occupy the Site without the prior written approval of the GOB;
(f) except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events:
(i) The passing of a resolution by the shareholders of the Company for the winding up of the Company;
(ii) The voluntary filing by the Company of a petition of bankruptcy, moratorium, or other similar relief;
(iii) The appointment of a provisional liquidator in a proceeding for the winding up of the Company after notice to the Company and due hearing, which appointment has not been set aside or stayed within 90 (ninety) Days of such appointment; or
(iv) The making by a court with jurisdiction over the Company of an order winding up the Company that is not stayed or reversed by a court of competent authority within 90 (ninety) Days;
(g) any statement, representation, or warranty by the Company in this Agreement proving to have been incorrect, in any material respect, when made or when deemed to have been made and such failure or incorrect statement, representation, or warranty having a material and adverse effect on the Company’s ability to perform its obligations under this Agreement;
(h) any material breach by the Company of this Agreement, that is not remedied within 30 (thirty) Days after notice from the GOB, stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the material breach in question in reasonable detail, and demanding remedy thereof;
(i) the occurrence of a Company Event of Default under and as defined in the Power Purchase Agreement, or which has not been waived by the other party to the applicable agreement or remedied by the Company within the applicable cure period , if any, provided to the Company therein;
(j) any default or defaults by the Company in the making of any undisputed payment or payments required to be made by it under this Agreement, the Power Purchase Agreement as the case may be, on the due date specified in such agreement that continues unpaid for a period of 30 (thirty) Days plus 5 (five) Business Days following the due date therefore;
(k) The failure by the Company to provide and maintain the Performance Security Deposit as required by inform Force and effect.
(l) The failure of the Company to submit the Operations Security Deposit within 30 (thirty) Days after the Commercial Operations Date or to maintain the Operations Security Deposit, in either case, in accordance with Section 8.2(b) of the Power Purchase Agreement.Section
Appears in 1 contract
Samples: Implementation Agreement
Company Events of Default --Termination by the GOB. The GOB may give a notice of default under this Agreement (a “GOB Notice of Default”) upon (or following) the occurrence of any of the following events (“Company Event of Default”); provided, that no ) unless such event shall be a Company Event of Default if it (i) results from a breach (a) by the GOB of this Agreement or the Guarantee, (b) BPDB of the Power Purchase Agreement, (c) the Gas Supplier of the Gas Supply Agreement, (d) BPDB of the Land Lease Agreement, or (ii) occurs as a result of or during a Force Majeure Event or Political Event or Change in Law for the period provided pursuant to Section 11.4 or 11A.411.4:
(a) The the failure of the Company to achieve the Financial Closing Date by the Required Financial Closing Date;
(b) The the failure of the Company to achieve the Construction Start Date within 90 ninety (ninety90) Days after the Financial Closing Date;
(c) The the failure of the Company to achieve the Commercial Operation Operations Date of the Project by within six (6) Months after the Required Commercial Operation Operations Date;
(d) after the Construction Start Date but prior to the achievement of the Commercial Operation Operations Date, the Abandonment of the Facility by the Company or the failure of the Company to prosecute the Facility in a diligent manner for a period of 30 thirty (thirty30) consecutive Days without the prior notice to, and the prior written consent of, the GOB (in either case, other than as a result of BPDB’s acts or omissions);
(e) Except the Abandonment by the Company of the operation of the Facility after the Commercial Operations Date for a consecutive period of twenty-five (25) Days without prior notice to, and the prior written consent of, the GOB;
(f) except for the transfer of the Facility to the GOB pursuant to the terms of this Agreement and the assignment to and by the Lenders contemplated under Section 9.2 and Section 22.10 of the Power Purchase Agreement:
(i) The assignment or transfer of the Company’s rights or obligations in the Facility without obtaining the prior written consent of the GOB; or
(ii) The transfer, conveyance, loss, or relinquishment to any person or entity of the Company’s right to own and/or operate the Facility or any material part thereof or to occupy the Site without the prior written approval of the GOB;
(f) except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events:
(i) The passing of a resolution by the shareholders of the Company for the winding up of the Company;
(ii) The voluntary filing by the Company of a petition of bankruptcy, moratorium, or other similar relief;
(iii) The appointment of a provisional liquidator in a proceeding for the winding up of the Company after notice to the Company and due hearing, which appointment has not been set aside or stayed within 90 (ninety) Days of such appointment; or
(iv) The making by a court with jurisdiction over the Company of an order winding up the Company that is not stayed or reversed by a court of competent authority within 90 (ninety) Days;
(g) any statement, representation, or warranty by the Company in this Agreement proving to have been incorrect, in any material respect, when made or when deemed to have been made and such failure or incorrect statement, representation, or warranty having a material and adverse effect on the Company’s ability to perform its obligations under this Agreement;
(h) any material breach by the Company of this Agreement, that is not remedied within 30 (thirty) Days after notice from the GOB, stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the material breach in question in reasonable detail, and demanding remedy thereof;
(i) the occurrence of a Company Event of Default under and as defined in the Power Purchase Agreement, or which has not been waived by the other party to the applicable agreement or remedied by the Company within the applicable cure period , if any, provided to the Company therein;
(j) any default or defaults by the Company in the making of any undisputed payment or payments required to be made by it under this Agreement, the Power Purchase Agreement as the case may be, on the due date specified in such agreement that continues unpaid for a period of 30 (thirty) Days plus 5 (five) Business Days following the due date therefore;
(k) The failure by the Company to provide and maintain the Performance Security Deposit as required by inform Force and effect.
(l) The failure of the Company to submit the Operations Security Deposit within 30 (thirty) Days after the Commercial Operations Date or to maintain the Operations Security Deposit, in either case, in accordance with Section 8.2(b) of the Power Purchase Agreement.Section
Appears in 1 contract
Samples: Implementation Agreement
Company Events of Default --Termination by the GOB. The GOB may give a notice of default under this Agreement (a “GOB Notice of Default”) upon (or following) the occurrence of any of the following events (“Company Event of Default”); provided, that no ) unless such event shall be a Company Event of Default if it (i) results from a breach (a) by the GOB of this Agreement or the Guarantee, (b) BPDB of the Power Purchase Agreement, (c) by the NCC of the Waste Supply Agreement or Land Use Agreement or (ii) occurs as a result of or during a Force Majeure Event or Political Event or Change in Law for the period provided pursuant to Section 11.4 or 11A.4:
(a) The the failure of the Company to achieve the Financial Closing Date by the Required Financial Closing Date;
(b) The the failure of the Company to achieve the Construction Start Date within 90 thirty (ninety30) Days after the Financial Closing Date;
(c) The the failure of the Company to achieve the Commercial Operation Operations Date of the Project by within six (6) Months after the Required Commercial Operation Operations Date;
(d) after the Construction Start Date but prior to the achievement of the Commercial Operation Operations Date, the Abandonment of the Facility by the Company or the failure of the Company to prosecute the Facility in a diligent manner for a period of 30 thirty (thirty30) consecutive Days without the prior notice to, and the prior written consent of, the GOB (in either case, other than as a result of BPDB’s BPDB‟s acts or omissions);
(e) Except the Abandonment by the Company of the operation of the Facility after the Commercial Operations Date for a consecutive period of twenty-five (25) Days without prior notice to, and the prior written consent of, the GOB;
(f) except for the transfer of the Facility to the GOB pursuant to the terms of this Agreement and the assignment to and by the Lenders contemplated under Section 9.2 and Section 22.10 of the Power Purchase Agreement:
(i) The assignment or transfer of the Company’s rights or obligations in the Facility without obtaining the prior written consent of the GOB; or
(ii) The transfer, conveyance, loss, or relinquishment to any person or entity of the Company’s right to own and/or operate the Facility or any material part thereof or to occupy the Site without the prior written approval of the GOB;
(f) except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events:
(i) The passing of a resolution by the shareholders of the Company for the winding up of the Company;
(ii) The voluntary filing by the Company of a petition of bankruptcy, moratorium, or other similar relief;
(iii) The appointment of a provisional liquidator in a proceeding for the winding up of the Company after notice to the Company and due hearing, which appointment has not been set aside or stayed within 90 (ninety) Days of such appointment; or
(iv) The making by a court with jurisdiction over the Company of an order winding up the Company that is not stayed or reversed by a court of competent authority within 90 (ninety) Days;
(g) any statement, representation, or warranty by the Company in this Agreement proving to have been incorrect, in any material respect, when made or when deemed to have been made and such failure or incorrect statement, representation, or warranty having a material and adverse effect on the Company’s ability to perform its obligations under this Agreement;
(h) any material breach by the Company of this Agreement, that is not remedied within 30 (thirty) Days after notice from the GOB, stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the material breach in question in reasonable detail, and demanding remedy thereof;
(i) the occurrence of a Company Event of Default under and as defined in the Power Purchase Agreement, or which has not been waived by the other party to the applicable agreement or remedied by the Company within the applicable cure period , if any, provided to the Company therein;
(j) any default or defaults by the Company in the making of any undisputed payment or payments required to be made by it under this Agreement, the Power Purchase Agreement as the case may be, on the due date specified in such agreement that continues unpaid for a period of 30 (thirty) Days plus 5 (five) Business Days following the due date therefore;
(k) The failure by the Company to provide and maintain the Performance Security Deposit as required by inform Force and effect.
(l) The failure of the Company to submit the Operations Security Deposit within 30 (thirty) Days after the Commercial Operations Date or to maintain the Operations Security Deposit, in either case, in accordance with Section 8.2(b) of the Power Purchase Agreement.Section
Appears in 1 contract
Samples: Implementation Agreement
Company Events of Default --Termination by the GOB. The GOB may give a notice of default under this Agreement (a “GOB Notice of Default”) upon (or following) the occurrence of any of the following events (“Company Event of Default”); provided, that no such event shall be a Company Event of Default if it (i) results from a breach (a) by the GOB of this Agreement or the Guarantee, (b) BPDB of the Power Purchase Agreement, (c)Owner of the buildings of the Rooftop Lease Agreement, or (ii) occurs as a result of a Force Majeure Event or Political Event or Change in Law for the period provided pursuant to Section 11.4 or 11A.411.4:
(a) The failure of the Company to achieve the Financial Closing Date by the Required Financial Closing Date;
(b) The failure of the Company to achieve the Construction Start Date within 90 (ninety) Days after the Financial Closing Date;
(c) The failure of the Company to achieve the Commercial Operation Operations Date of the Project by within 6 (six) months after the Required Commercial Operation Operations Date;
(db) after the Construction Start Date but prior to the achievement of the Commercial Operation Date, the Abandonment of the Facility by the Company or the failure of the Company to prosecute the Facility in a diligent manner for a period of 30 (thirty) consecutive Days without the prior notice to, and the prior written consent of, the GOB (in either case, other than as a result of BPDB’s acts or omissions);
(ec) Except the Abandonment by the Company of the operation of the Facility after a consecutive period of 25 (twenty-five) Days without prior notice to, and the prior written consent of, the GOB;
(d) except for the transfer of the Facility to the GOB pursuant to the terms of this Agreement and the assignment to and by the Lenders contemplated under Section 9.2 and Section 22.10 of the Power Purchase Agreement:
(i) The the assignment or transfer of the Company’s rights or obligations in the Facility without obtaining the prior written consent of the GOB; or
(ii) The the transfer, conveyance, loss, or relinquishment to any person or entity of the Company’s right to own and/or operate the Facility or any material part thereof or to occupy the Site without the prior written approval of the GOB;
(fe) except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events:
(i) The the passing of a resolution by the shareholders of the Company for the winding up of the Company;
(ii) The the voluntary filing by the Company of a petition of bankruptcy, moratorium, or other similar relief;
(iii) The the appointment of a provisional liquidator in a proceeding for the winding up of the Company after notice to the Company and due hearing, which appointment has not been set aside or stayed within 90 (ninety) Days of such appointment; or
(iv) The the making by a court with jurisdiction over the Company of an order winding up the Company that is not stayed or reversed by a court of competent authority within 90 (ninety) Days;
(gf) any statement, representation, or warranty by the Company in this Agreement proving to have been incorrect, in any material respect, when made or when deemed to have been made and such failure or incorrect statement, representation, or warranty having a material and adverse effect on the Company’s ability to perform its obligations under this Agreement;
(hg) any material breach by the Company of this Agreement, that is not remedied within 30 (thirty) Days after notice from the GOB, stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the material breach in question in reasonable detail, and demanding remedy thereof;
(ih) the occurrence of a Company Event of Default (A) under and as defined in the Power Purchase Agreement, (B) under and as defined in Rooftop Lease Agreement or which has not been waived by the other party to the applicable agreement or remedied by the Company within the applicable cure period , if any, provided to the Company therein;
(ji) any default or defaults by the Company in the making of any undisputed payment or payments required to be made by it under this Agreement, the Power Purchase Agreement Agreement, the Rooftop Lease Agreement, as the case may be, on the due date specified in such agreement that continues unpaid for a period of 30 (thirty) Days plus 5 (five) Business Days following the due date therefore;
(kj) The the failure by the Company to provide and maintain the Security Performance Security Deposit as required by inform Force and effect.
(lk) The the failure of the Company to submit the Operations Security Deposit within 30 (thirty) Days after the Commercial Operations Date or to maintain the Operations Security Deposit, in either case, in accordance with Section 8.2(b8.2 (b ) of the Power Purchase Agreement.
Appears in 1 contract
Samples: Implementation Agreement
