Common use of Default Allocations for Cogentrix Clause in Contracts

Default Allocations for Cogentrix. In the event VF Delaware or VF defaults or breaches any of its obligations under this Agreement or the Management and Marketing Agreement, and such default or breach has not been remedied within any applicable cure period, or any representation or warranty made by VF Delaware, VF or any of their respective Affiliates under this Agreement or any such other agreement or document proves to have been untrue when made and (a) as a result thereof the Partnership, Cogentrix GP and Cogentrix LP (or any of them) incurs or suffers an Adverse Consequence and (b) Cogentrix GP or Cogentrix LP gives written notice of such Adverse Consequence to the Partnership and, if the amount thereof is unknown, its good faith estimate of the amount of such Adverse Consequence, then the Partnership shall thereafter refrain from making any distributions to VF Delaware and VF (or either of them) under this Agreement (any such distribution that would have been made but for this Section 5.2 is hereinafter referred to as a "Blocked Distribution") and shall take the following steps: (i) The Partnership shall distribute to Cogentrix GP or Cogentrix LP from such Blocked Distributions an aggregate amount equal to 100% of any such Adverse Consequence suffered or actually incurred by Cogentrix GP and Cogentrix LP or either of them (or, if the amount thereof is not known, 100% of Cogentrix GP's or Cogentrix LP's written good faith estimate thereof). Any such distribution made by the Partnership under this subsection 5.2(i) shall satisfy pro tanto the obligation of the Partnership to make distributions to VF Delaware and VF (or either of them) with respect to the Blocked Distributions. For the purposes of this Agreement, any Adverse Consequence suffered or incurred by the Partnership shall be deemed to have been suffered or incurred, on a dollar-for-dollar basis, 1% by Cogentrix GP and 49% by Cogentrix LP. (ii) Upon distribution to Cogentrix GP and Cogentrix LP of 100% of the aggregate amount of any such Adverse Consequence (or their good faith estimate thereof) from Blocked Distributions, the Partnership may thereafter make distributions to VF Delaware and VF under Section 5.1, unless and until it receives a subsequent notification from Cogentrix LP or Cogentrix GP under this Section 5.2.

Default Allocations for Cogentrix. In the event VF Delaware Delaware, VF or VF Agro Power defaults or breaches any of its obligations under this Agreement, the Management Agreement, the Marketing Agreement or the Management and Marketing Agreement, Construction Agreement and such default or breach has not been remedied within any applicable cure period, or any representation or warranty made by VF Delaware, VF or any of their respective Affiliates under this Agreement or any such other agreement or document proves to have been untrue when made and (a) as a result thereof the Partnership, Cogentrix GP and Cogentrix LP (or any of them) incurs or suffers an Adverse Consequence and (b) Cogentrix GP or Cogentrix LP gives written notice of such Adverse Consequence to the Partnership and, if the amount thereof is unknown, its good faith estimate of the amount of such Adverse Consequence, then the Partnership shall thereafter refrain from making any distributions to VF Delaware and VF (or either of them) under this Agreement (any such distribution that would have been made but for this Section 5.2 is hereinafter referred to as a "Blocked Distribution") and shall take the following steps: (i) The Partnership shall distribute to Cogentrix GP or Cogentrix LP from such Blocked Distributions an aggregate amount equal to 100% of any such Adverse Consequence suffered or actually incurred by Cogentrix GP and Cogentrix LP or either of them (or, if the amount thereof is not known, 100% of Cogentrix GP's or Cogentrix LP's written good faith estimate thereof). Any such distribution made by the Partnership under this subsection 5.2(i) shall satisfy pro tanto the obligation of the Partnership to make distributions to VF Delaware and VF (or either of them) with respect to the Blocked Distributions. For the purposes of this Agreement, any Adverse Consequence suffered or incurred by the Partnership shall be deemed to have been suffered or incurred, on a dollar-for-dollar basis, 1% by Cogentrix GP and 49% by Cogentrix LP. (ii) Upon distribution to Cogentrix GP and Cogentrix LP of 100% of the aggregate amount of any such Adverse Consequence (or their good faith estimate thereof) from Blocked Distributions, the Partnership may thereafter make distributions to VF Delaware and VF under Section 5.1, unless and until it receives a subsequent notification from Cogentrix LP or Cogentrix GP under this Section 5.2.

Default Allocations for Cogentrix. In the event VF Delaware Delaware, VF or VF Agro Power defaults or breaches any of its obligations under this Agreement, the Management Agreement, the Marketing Agreement or the Management and Marketing Agreement, Construction Agreement and such default or breach has not been remedied within any applicable cure period, or any representation or warranty made by VF Delaware, VF or any of their respective Affiliates under this Agreement or any such other agreement or document proves to have been untrue when made and (a) as a result thereof the Partnership, Cogentrix GP and Cogentrix LP (or any of them) incurs or suffers an Adverse Consequence and (b) Cogentrix GP or Cogentrix LP gives written notice of such Adverse Consequence to the Partnership and, if the amount thereof is unknown, its good faith estimate of the amount of such Adverse Consequence, then the Partnership shall thereafter refrain from making any distributions to VF Delaware and VF (or either of them) under this Agreement (any such distribution that would have been made but for this Section 5.2 is hereinafter referred to as a "Blocked Distribution") and shall take the following steps: (i) The Partnership shall distribute to Cogentrix GP or Cogentrix LP from such Blocked Distributions an aggregate amount equal to 100% of any such Adverse Consequence suffered or actually incurred by Cogentrix GP and Cogentrix LP or either of them (or, if the amount thereof is not known, 100% of Cogentrix GP's or Cogentrix LP's written good faith estimate thereof). Any such distribution made by the Partnership under this subsection 5.2(i) shall satisfy pro tanto the obligation of the Partnership to make distributions to VF Delaware and VF (or either of them) with respect to the Blocked Distributions. For the purposes of this Agreement, any Adverse Consequence suffered or incurred by the Partnership shall be deemed to have been suffered or incurred, on a dollar-for-dollar basis, 1% by Cogentrix GP and 49% by Cogentrix LP. ------------ [xxx] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. (ii) Upon distribution to Cogentrix GP and Cogentrix LP of 100% of the aggregate amount of any such Adverse Consequence (or their good faith estimate thereof) from Blocked Distributions, the Partnership may thereafter make distributions to VF Delaware and VF under Section 5.1, unless and until it receives a subsequent notification from Cogentrix LP or Cogentrix GP under this Section 5.2.

Default Allocations for Cogentrix. In the event VF Delaware Delaware, VF or VF Agro Power defaults or breaches any of its obligations under this Agreement, the Management Agreement, the Marketing Agreement or the Management and Marketing Agreement, Construction Agreement and such default or breach has not been remedied within any applicable cure period, or any representation or warranty made by VF Delaware, VF or any of their respective Affiliates under this Agreement or any such other agreement or document proves to have been untrue when made and (a) as a result thereof the Partnership, Cogentrix GP and Cogentrix LP (or any of them) incurs or suffers an Adverse Consequence and (b) Cogentrix GP or Cogentrix LP gives written notice of such Adverse Consequence to the Partnership and, if the amount thereof is unknown, its good faith estimate of the amount of such Adverse Consequence, then the Partnership shall thereafter refrain from making any distributions to VF Delaware and VF (or either of them) under this Agreement (any such distribution that would have been made but for this Section 5.2 is hereinafter referred to as a "Blocked Distribution") and shall take the following steps: (i) The Partnership shall distribute to Cogentrix GP or Cogentrix LP from such Blocked Distributions an aggregate amount equal to 100% of any such Adverse Consequence suffered or actually incurred by Cogentrix GP and Cogentrix LP or either of them (or, if the amount thereof is not known, 100% of Cogentrix GP's or Cogentrix LP's written good faith estimate thereof). Any such distribution made by the Partnership under this subsection 5.2(i) shall satisfy pro tanto the obligation of the Partnership to make distributions to VF Delaware and VF (or either of them) with respect to the Blocked Distributions. For the purposes of this Agreement, any Adverse Consequence suffered or incurred by the Partnership shall be deemed to have been suffered or incurred, on a dollar-for-dollar basis, 1% by Cogentrix GP and 49% by Cogentrix LP. -------------- [xxx] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. (ii) Upon distribution to Cogentrix GP and Cogentrix LP of 100% of the aggregate amount of any such Adverse Consequence (or their good faith estimate thereof) from Blocked Distributions, the Partnership may thereafter make distributions to VF Delaware and VF under Section 5.1, unless and until it receives a subsequent notification from Cogentrix LP or Cogentrix GP under this Section 5.2.