Default Remedies and Termination. 13.01 The remedies set forth in this Section 13.01 shall cover the non-defaulting Party’s remedies for the defaulting Party’s failure to perform prior to any termination for default that may occur.
a) As an alternative to the damages provision below, if the Parties mutually agree in writing, the non-performing Party may schedule deliveries or receipts, as the case may be, pursuant to such terms as the Parties agree in order to discharge some or all of the obligation to pay damages. In the absence of such agreement, the damages provision of this Article shall apply.
b) Unless excused by Force Majeure, if Seller fails to deliver the quantity of Coal in accordance with the applicable Confirmation and this Agreement, Seller shall pay to Buyer an amount for each ton of Coal of such deficiency equal to (i) the lowest reasonable market price on an equivalent per mmBtu SO2 adjusted basis at which Buyer is able, or (ii) at the time of Seller’s breach, would be able to purchase or otherwise receive comparable supplies of Coal of comparable quality minus the base price agreed to for the specific Transaction; except that if such difference is negative, then neither Party shall have any obligation to make any deficiency payment to the other.
c) Unless excused by Force Majeure, if Buyer fails to accept delivery of the quantity of Coal in accordance with the applicable Confirmation and this Agreement, Buyer shall pay to Seller an amount for each ton of Coal of such deficiency equal to (i) the base price agreed to for the specific Transaction minus the highest reasonable market price on an equivalent per mmBtu SO2 adjusted basis at which Seller is able, or (ii) would be able, to sell or otherwise dispose of the Coal at the time of Buyer’s breach; except that if such difference is negative, then neither Party shall have any obligation to make any deficiency payment to the other.
d) Buyer and Seller shall be subject to commercially reasonable good faith obligation to mitigate any damages hereunder.
13.02 The occurrence of any of the following shall constitute an “Event of Default”:
a) Failure by either Party to pay any amounts due.
b) Either Party materially breaches any contractual obligation under this Agreement.
c) Either Party (i) makes any general assignment or any general arrangement for the benefit of creditors, (ii) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy or similar...
Default Remedies and Termination. 9.1. In addition to any other event that may constitute a default under this Agreement, the following events shall constitute defaults under this Agreement:
9.1.1. Breach by Seller or PGE of a representation or warranty, except for Section 3.1.4, set forth in this Agreement.
9.1.2. Seller’s failure to provide default security, if required by Section 6, prior to delivery of any Net Output to PGE or within 10 days of notice.
9.1.3. Seller’s failure to meet the Guarantee of Mechanical Availability established in Section 3.1.10 for two consecutive Contract Years or Seller’s failure to provide any written report required by that section.
9.1.4. If Seller is no longer a Qualifying Facility.
9.1.5. Failure of PGE to make any required payment pursuant to Section 8.1.
9.1.6. Seller’s failure to meet the Commercial Operation Date.
9.2. In the event of a default under Section 9.1.6, PGE may provide Seller with written notice of default. Seller shall have one year in which to cure the default during which time the Seller shall pay PGE damages equal to the Lost Energy Value. If Seller is unable to cure the default, PGE may immediately terminate this Agreement as provided in Section 9.3. PGE’s resource sufficiency/deficiency position shall have no bearing on PGE’s right to terminate the Agreement under this Section 9.2.
9.3. In the event of a default under this Agreement, except as otherwise provided in this Agreement, the non-defaulting party may immediately terminate this Agreement at its sole discretion by delivering written notice to the other Party. In addition, the non-defaulting party may pursue any and all legal or equitable remedies provided by law or pursuant to this Agreement including damages related to the need to procure replacement power. A termination hereunder shall be effective upon the date of delivery of notice, as provided in Section 20. The rights provided in this Section 9 are cumulative such that the exercise of one or more rights shall not constitute a waiver of any other rights.
9.4. If this Agreement is terminated as provided in this Section 9 PGE shall make all payments, within thirty (30) days, that, pursuant to the terms of this Agreement, are owed to Seller as of the time of receipt of notice of default. PGE shall not be required to pay Seller for any Net Output delivered by Seller after such notice of default.
9.5. In the event PGE terminates this Agreement pursuant to this Section 9, and Seller wishes to again sell Net Output to PGE foll...
Default Remedies and Termination. The parties agree each term and condition contained herein is material and of the essence. This agreement may be terminated by either party immediately should either party fail to perform in accordance with any term or condition of this agreement after it fails to cure within ten (10) calendar days written notice. CITY may also terminate without cause upon written notice. Should this Agreement terminate for any reason, payment to the CONTRACTOR shall be made on the basis of materials provided and services performed to the date of termination.
Default Remedies and Termination. It shall be a default under this Agreement if a party fails to perform its obligations under this Agreement, and then fails to cure such failure within ten (10) days (for monetary defaults) or thirty (30) days (for non-monetary defaults). Upon a default by Customer, Wowrack shall have all rights and remedies under applicable law or in equity, including, without limitation, the following: (a) the right to suspend or refuse to continue to provide any Products or Services without any liability to Customer for loss or damage until the default is cured in full; (b) the right to terminate any Order or this Agreement by notice to Customer; (c) the right to demand, and receive from Customer upon demand, the entire Charges due Wowrack for the unexpired Term, together with all costs, attorney’s fees, and damages which may have been suffered or incurred by Wowrack as a result of Customer’s default. In addition, Wowrack may terminate this Agreement and any Orders with Customer, effective immediately upon notice, if Customer becomes the subject of a bankruptcy proceeding or other insolvency proceeding. Upon any termination, Customer will remain liable to Wowrack for any accrued amounts owed prior to the effective date of termination. Customer expressly waives all legal notice to vacate the Network and Infrastructure after expiration of cure period.
Default Remedies and Termination. 8.1. In addition to any other event that may constitute a default under this Agreement, the following events shall constitute defaults under this Agreement:
8.1.1. Breach by Seller or PGE of a representation or warranty, except for Section 3.1.4, set forth in this Agreement.
8.1.2. Seller’s failure to provide default security, if required by Section 6, prior to delivery of any Net Output to PGE or within 10 days of notice.
8.1.3. Seller’s failure to meet the Guarantee of Mechanical Availability established in Section 3.1.10 for two consecutive Contract Years or Seller’s failure to provide any written report required by that section.
8.1.4. If Seller is no longer a Qualifying Facility.
8.1.5. Failure of PGE to make any required payment pursuant to Section 7.1.
Default Remedies and Termination. It shall constitute an event of default of this instrument if any party fails to timely deliver any of its performances at the times indicated herein. Additionally:
Default Remedies and Termination. 13.1 Subject to Section 13.2, any one or more of the following shall constitute an event of default (each, an “Event of Default” and collectively, the “Events of Default”) under this Lease by the Concessionaire:
13.1.1 any Event of Default under the Master Concession Agreement; or
13.1.2 any failure of the Concessionaire to pay Lease Rent to the BOR when the same is due and payable under the terms of this Lease or the Master Concession Agreement, and the continuation of such failure for a period of ten (10) days after written notice thereof is given to the Concessionaire, or
13.1.3 [RESERVED]
13.1.4 any failure of the Concessionaire to discharge any mechanic’s or other lien that is its obligation to discharge under the terms of this Lease within the applicable time period provided in this Lease; or
13.1.5 any failure of the Concessionaire, whether by action or inaction, to timely perform or observe any of the other terms, covenants or conditions of this Lease and such default is not remedied within thirty (30) days after written notice thereof is given to the Concessionaire, provided that if such default cannot, with reasonable diligence, be fully remedied within such thirty (30) day period, the Concessionaire shall have as long as is reasonably necessary to cure such default, but in no event longer than three (3) months after the date such default notice is given to the Concessionaire, provided the Concessionaire commences compliance within such thirty (30) day period (or as promptly as reasonably possible in an emergency) and thereafter pursues compliance to completion with reasonable diligence; or
13.1.6 the Concessionaire’s desertion or abandonment of the Premises for thirty
Default Remedies and Termination. 8.1. In addition to any other event that may constitute a default under this Agreement, the following events shall constitute defaults under this Agreement:
8.1.1. Breach by Seller or PGE of a representation or warranty, except for Section 3.1.4, set forth in this Agreement.
8.1.2. Seller’s failure to provide default security, if required by Section 6, prior to delivery of any Net Output to PGE or within ten (10) days of notice.
8.1.3. Seller’s failure to deliver the Minimum Net Output for two consecutive Contract Years.
8.1.4. If Seller is no longer a Qualifying Facility.
8.1.5. Failure of PGE to make any required payment pursuant to Section 7.1.
8.1.6. Seller’s failure to meet the Commercial Operation Date.
Default Remedies and Termination. (a) Except as otherwise provided in this Agreement and subject to the Developer’s and the City’s respective rights of termination hereof, in the event of any default in or breach of any term or condition of this Agreement or any representation made herein by either party, or any successor, the defaulting or breaching party (or successor) shall, upon written notice from the other party (or successor), proceed immediately to cure or remedy such default or breach, and, shall, in any event, within 30 days after receipt of notice, commence to cure or remedy such default. If such cure or remedy is not taken or not diligently pursued, or the default or breach is not cured or remedied within a reasonable time, the aggrieved party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including, but not limited to proceedings for injunctive relief or proceedings to compel specific performance by the defaulting or breaching party.
(b) The City may terminate this Agreement if:
(i) the Developer commits a material breach of any covenant or obligation of the Developer under any provision of this Agreement and the Developer fails to cure the breach in accordance with subdivision (a) of this Section 7; or
(ii) the Developer ceases to operate a business within the Development Parcel as described in the Redevelopment Proposal or as otherwise consented to by the City for a period of 30 consecutive days.
(c) In addition to the provisions of this Section 7, this Agreement may otherwise terminate or be terminated in accordance with the provisions of Section 14 hereof.
Default Remedies and Termination. 10 10.1 Events of Aviron's Default......................................... 10 10.2 PCI's Remedies..................................................... 10 10.3 PCI's Default...................................................... 11 10.4
