Common use of Default Remedies and Termination Clause in Contracts

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 following such termination, PGE in its sole discretion may require that Seller shall do so subject to the terms of this Agreement, including but not limited to the Contract Price until the Term of this Agreement (as set forth in Section 2.3) would have run in due course had the Agreement remained in effect. At such xxxx Xxxxxx and PGE agree to execute a written document ratifying the terms of this Agreement. 9.6. Sections 9.1, 9.4, 9.5, 10, and 19.2 shall survive termination of this Agreement.

Default Remedies and Termination. 9.18.1. In addition to any other event that may constitute a default under this Agreement, the following events shall constitute defaults under this Agreement: 9.1.18.1.1. Breach by Seller or PGE of a representation or warranty, except for Section 3.1.4, set forth in this Agreement. 9.1.28.1.2. 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. 9.1.38.1.3. 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. 9.1.48.1.4. If Seller is no longer a Qualifying Facility. 9.1.58.1.5. Failure of PGE to make any required payment pursuant to Section 8.17.1. 9.1.68.1.6. Seller’s failure to meet the Commercial Operation Date. 9.28.2. In the event of a default under Section 9.1.68.1.6, 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 9.38.3. PGE’s resource sufficiency/deficiency position shall have no bearing on PGE’s right to terminate the Agreement under this Section 9.28.2. 9.38.3. In the event of a default under this Agreementhereunder, 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-non- defaulting party 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 8 are cumulative such that the exercise of one or more rights shall not constitute a waiver of any other rights. 9.48.4. If this Agreement is terminated as provided in this Section 9 8, 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. 9.58.5. In the event PGE terminates this Agreement pursuant to this Section 98, and Seller wishes to again sell Net Output to PGE following such termination, PGE in its sole discretion may require that Seller shall do so subject to the terms of this Agreement, including but not limited to the Contract Price until the Term of this Agreement (as set forth in Section 2.3) would have run in due course had the Agreement remained in effect. At such xxxx Xxxxxx and PGE agree to execute a written document ratifying the terms of this Agreement. 9.68.6. Sections 9.18.1, 9.48.4, 9.58.5, 10, and 19.2 shall survive termination of this Agreement.

Default Remedies and Termination. 9.18.1. In addition to any other event that may constitute a default under this Agreement, the following events shall constitute defaults under this Agreement: 9.1.18.1.1. Breach by Seller or PGE of a representation or warranty, except for Section 3.1.4, set forth in this Agreement. 9.1.28.1.2. Seller’s failure to provide default security, if required by Section 6, prior to delivery of any Net Output to PGE or within 10 ten (10) days of notice. 9.1.38.1.3. Seller’s failure to meet deliver the Guarantee of Mechanical Availability established in Section 3.1.10 Minimum Net Output for two consecutive Contract Years or Seller’s failure to provide any written report required by that sectionYears. 9.1.48.1.4. If Seller is no longer a Qualifying Facility. 9.1.58.1.5. Failure of PGE to make any required payment pursuant to Section 8.17.1. 9.1.68.1.6. Seller’s failure to meet the Commercial Operation Date. 9.28.2. In the event of a default under Section 9.1.68.1.6, 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 9.38.3. PGE’s resource sufficiency/deficiency position shall have no bearing on PGE’s right to terminate the Agreement under this Section 9.2.8.2 9.38.3. In the event of a default under this Agreement, except as otherwise provided in this Agreementhereunder, 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 and, except for damages related to a default pursuant to Section 8.1.3, by a QF sized at 100 kW or smaller, 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 Such termination hereunder shall be effective upon the date of delivery of notice, as provided in Section 2020.1. The rights provided in this Section 9 8 are cumulative such that the exercise of one or more rights shall not constitute a waiver of any other rights. 9.48.4. If this Agreement is terminated as provided in this Section 9 8, 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. 9.58.5. If this Agreement is terminated as a result of Seller’s default, Seller shall pay PGE the positive difference, if any, obtained by subtracting the Contract Price from the sum of the Forward Replacement Price for the Minimum Net Output that Seller was otherwise obligated to provide for a period of twenty-four (24) months from the date of termination plus any cost incurred for transmission purchased by PGE to deliver the replacement power to the Point of Delivery and the estimated administrative cost to the utility to acquire replacement power. Accounts owed by Seller pursuant to this paragraph shall be due within five (5) business days after any invoice from PGE for the same. 8.6. In the event PGE terminates this Agreement pursuant to this Section 98, and Seller wishes to again sell Net Output to PGE following such termination, PGE in its sole discretion may require that Seller shall do so subject to the terms of this Agreement, including but not limited to the Contract Price until the Term of this Agreement (as set forth in Section 2.3) would have run in due course had the Agreement remained in effect. At such xxxx Xxxxxx and PGE agree to execute a written document ratifying the terms of this Agreement. 9.68.7. Sections 9.18.1, 9.48.4, 9.58.5, 8.6, 10, and 19.2 shall survive termination of this Agreement.

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 deliver the Guarantee of Mechanical Availability established in Section 3.1.10 Minimum Net Output for two consecutive Contract Years or Seller’s failure to provide any written report required by that sectionYears. 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 Agreementhereunder, 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 and, except for damages related to a default pursuant to Section 9.1.3 by a QF sized at 100 kW or smaller, 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 Such termination hereunder shall be effective upon the date of delivery of notice, as provided in Section 2020.1. 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. If this Agreement is terminated as a result of Seller’s default, Seller shall pay PGE the positive difference, if any, obtained by subtracting the Contract Price from the sum of the Forward Replacement Price for the Minimum Net Output that Seller was otherwise obligated to provide for a period of twenty-four (24) months from the date of termination. Accounts owed by Seller pursuant to this paragraph shall be due within five (5) business days after any invoice from PGE for the same. 9.6. In the event PGE terminates this Agreement pursuant to this Section 9, and Seller wishes to again sell Net Output to PGE following such termination, PGE in its sole discretion may require that Seller shall do so subject to the terms of this Agreement, including but not limited to the Contract Price until the Term of this Agreement (as set forth in Section 2.3) would have run in due course had the Agreement remained in effect. At such xxxx Xxxxxx and PGE agree to execute a written document ratifying the terms of this Agreement. 9.69.7. Sections 9.1, 9.4, 9.5, 9.6, 10, and 19.2 shall survive termination of this Agreement.