Common use of Default Remedy Clause in Contracts

Default Remedy. (a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement nor act as a waiver of any prior Default by Buyer. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including termination of this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement and (ii) termination of this Agreement pursuant to Section 13.3. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

Default Remedy. (a) 3 22.4.1 If Buyer the Interconnector is in Default for nonpaymentDefault, subject to Section 8.4 herein and except as 4 necessary to maintain the safety and reliability of the Common Bus in 5 accordance with Section 8.1.1 herein, Operator shall continue any duty of the 6 services provided or obligation under this Agreement, Seller may continue made available hereunder to provide services Interconnector and not 7 suspend any right granted to Interconnector pursuant to its obligations under this AgreementSection 6 hereof; 8 provided that nothing in this Section 13.2(a) shall affect Seller’s Operator may exercise its rights and remedies set forth in this 9 Section 13.222.4.5 herein. Seller’s continued Operator's continuance of Interconnector's service to Buyer and 10 rights shall not act to relieve Buyer Interconnector of any of its duties or obligations 11 under this Agreement. 12 22.4.2 Within ten (10) Business Days after receiving notice that another Hassayampa 13 Interconnector is in breach of its obligation to pay any portion of the Operating 14 Costs and has not cured such breach within the applicable cure period, 15 Interconnector shall pay its Pro Rata Share (calculated without including the 16 terminations of the defaulting entity) of such unpaid amount. In such event, 17 Operator shall diligently exercise its rights and remedies available under 18 contract, at law or in equity against the breaching Hassayampa 19 Interconnector, in order to effectuate the reimbursement of Interconnector. 20 22.4.3 If any Hassayampa Interconnector cures a payment breach after 21 Interconnector has paid any portion thereof, Operator shall reimburse 22 Interconnector out of the amounts paid to effectuate such cure. 23 22.4.4 If any Party failed to perform any duty or obligation under this Agreement nor act as a waiver of any prior Default by Buyer. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing1 such failure causes or threatens immediate harm to another Party, the 2 affected Party may, whether or not notice has been given or the applicable 3 grace period has expired, and whether or not the dispute resolution procedure 4 set forth in Section 14.3 23 herein has been invoked or completed, bring an action in any court 5 of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with 6 applicable rules of civil procedure. (c) 7 22.4.5 Except as expressly limited by this Agreement, if a Default has occurred and in the event Interconnector is continuing and the Buyer is the Defaulting Party8 in Default, Seller Operator may without further notice exercise any rights and 9 remedies provided herein or otherwise available at law or in equity, including termination of 10 the right to terminate this Agreement pursuant upon giving notice of intent to Section 13.3. No failure terminate 11 to the Interconnector and the filing at FERC of Seller to exercisea notice of termination for the 12 Agreement, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise which filing must be accepted for filing by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or powerFERC. (d) Except as expressly limited by this Agreement13 22.4.6 If the Operator or any ANPP Switchyard Participant is in Default, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer 14 Interconnector may without further notice exercise any rights and remedies 15 provided for herein, herein or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement and (ii) termination of this Agreement pursuant to Section 13.3. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

Default Remedy. (a) 20 22.4.1 If Buyer the Interconnector is in Default for nonpaymentDefault, subject to Section 8.4 herein and except as 21 necessary to maintain the safety and reliability of the Common Bus in 22 accordance with Section 8.1.1 herein, Operator shall continue any duty of the 23 services provided or obligation under this Agreement, Seller may continue made available hereunder to provide services Interconnector and not 1 suspend any right granted to Interconnector pursuant to its obligations under this AgreementSection 6 hereof; 2 provided that nothing in this Section 13.2(a) shall affect Seller’s Operator may exercise its rights and remedies set forth in this 3 Section 13.222.4.5 herein. Seller’s continued Operator's continuance of Interconnector's service to Buyer and 4 rights shall not act to relieve Buyer Interconnector of any of its duties or obligations 5 under this Agreement. 6 22.4.2 Within ten (10) Business Days after receiving notice that another Hassayampa 7 Interconnector is in breach of its obligation to pay any portion of the Operating 8 Costs and has not cured such breach within the applicable cure period, 9 Interconnector shall pay its Pro Rata Share (calculated without including the 10 terminations of the defaulting entity) of such unpaid amount. In such event, 11 Operator shall diligently exercise its rights and remedies available under 12 contract, at law or in equity against the breaching Hassayampa 13 Interconnector, in order to effectuate the reimbursement of Interconnector. 14 22.4.3 If any Hassayampa Interconnector cures a payment breach after 15 Interconnector has paid any portion thereof, Operator shall reimburse 16 Interconnector out of the amounts paid to effectuate such cure. 17 22.4.4 If any Party failed to perform any duty or obligation under this Agreement nor act as a waiver of any prior Default by Buyer. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing18 such failure causes or threatens immediate harm to another Party, the 19 affected Party may, whether or not notice has been given or the applicable 20 grace period has expired, and whether or not the dispute resolution procedure 21 set forth in Section 14.3 23 herein has been invoked or completed, bring an action in any court 22 of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with 23 applicable rules of civil procedure. (c) 1 22.4.5 Except as expressly limited by this Agreement, if a Default has occurred and in the event Interconnector is continuing and the Buyer is the Defaulting Party2 in Default, Seller Operator may without further notice exercise any rights and 3 remedies provided herein or otherwise available at law or in equity, including termination of 4 the right to terminate this Agreement pursuant upon giving notice of intent to Section 13.3. No failure terminate 5 to the Interconnector and the filing at FERC of Seller to exercisea notice of termination for the 6 Agreement, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise which filing must be accepted for filing by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or powerFERC. (d) Except as expressly limited by this Agreement7 22.4.6 If the Operator or any ANPP Switchyard Participant is in Default, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer 8 Interconnector may without further notice exercise any rights and remedies 9 provided for herein, herein or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement and (ii) termination of this Agreement pursuant to Section 13.3. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

Default Remedy. ‌ (a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may at its option suspend deliveries to Buyer and sell output to other Persons to mitigate damages, or continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a12.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.212.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement nor act as a waiver of any prior Default by BuyerAgreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 13.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure, subject to Section 13.12 and Section 13.13. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including termination of the right to terminate this Agreement pursuant to Section 13.312.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including including (i) application of all amounts available under the Milestone Security and the Performance Security against any amounts then payable by Seller to Buyer under this Agreement and Agreement, (ii) termination of this Agreement pursuant to Section 13.312.3, (iii) exercise its rights under the Mortgage, subject to the provisions of this Agreement and such subordination and other intercreditor arrangements as it may have agreed to with the Facility Lender, and (iv) exercise of the Project Purchase Option. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (e) If a Default has occurred and is continuing and Seller is the Defaulting Party, Buyer may exercise the Project Purchase Option in accordance with the provisions of the Option Agreement. (f) Subject to Buyer’s exercise of its rights and remedies under this Article XII, if this Agreement is terminated by Buyer for Seller’s failure to meet a Milestone Date pursuant to Section 12.1(h), Seller shall not, for a period of five (5) years commencing on the date of such termination: (i) use, or otherwise allow any other Person to use, any Permit obtained in conjunction with the Facility; (ii) use, or allow any other Person to use, any interconnection request, transmission rights, transmission facilities or transmission related studies associated with the Facility or the Site; or (iii) use, or allow any other Person to use, the Site for any purpose related the generation of Energy.

Default Remedy. (a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement nor act as a waiver of any prior Default by BuyerAgreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including termination of the right to terminate this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement and Agreement, (ii) termination of this Agreement pursuant to Section 13.3, and (iii) exercise of the Project Purchase Option as provided in the Option Agreement. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

Default Remedy. (a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement nor act as a waiver of any prior Default by BuyerAgreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including termination of this Agreement pursuant to Section 13.313.4. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement Agreement, and (ii) termination of this Agreement pursuant to Section 13.313.4. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

Default Remedy. (a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may may, at its sole option, suspend service and sell Energy to third parties or continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a11.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.211.2; and provided, further, that Energy sold to third parties shall not count as Achieved Generation. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement nor act as a waiver of any prior Default by BuyerAgreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in required by Section 14.13 seeking injunctive relief in accordance with applicable California or Federal rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including termination of the right to terminate this Agreement pursuant to Section 13.311.5 upon giving notice of intent to terminate to Buyer. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement and (ii) termination of this Agreement pursuant to Section 13.311.5 and foreclosure of Buyer’s Performance Security, upon notice of intent to terminate to Seller. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

Default Remedy. ‌ (a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may (in its sole discretion) continue to provide services Delivered Energy pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall be deemed to waive or otherwise affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement nor act as a waiver of any prior Default by BuyerAgreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including termination of the right to terminate this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement and (ii) termination of this Agreement pursuant to Section 13.3. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

Default Remedy. (a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may may, at its option, suspend performance hereunder or continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement nor act as a waiver of any prior Default by BuyerAgreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 14.3 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, equity including a termination of this Agreement pursuant to Section 13.313.4. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement and Agreement, (ii) termination of this Agreement pursuant to Section 13.313.4, and (iii) on and after the tenth (10th) anniversary of the COD exercise of the Project Purchase Option as provided in the Option Agreement. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or powerpower by Buyer.

Default Remedy. ‌‌ (a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may continue to provide services pursuant to its obligations under under‌ this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement nor act as a waiver of any prior Default by BuyerAgreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including termination of the right to terminate this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement and (ii) termination of this Agreement pursuant to Section 13.3. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

Default Remedy. (a) 22 22.4.1 If Buyer the Interconnector is in Default for nonpaymentDefault, subject to Section 8.4 herein and except as 23 necessary to maintain the safety and reliability of the Common Bus in 1 accordance with Section 8.1.1 herein, Operator shall continue any duty of the 2 services provided or obligation under this Agreement, Seller may continue made available hereunder to provide services Interconnector and not 3 suspend any right granted to Interconnector pursuant to its obligations under this AgreementSection 6 hereof; 4 provided that nothing in this Section 13.2(a) shall affect Seller’s Operator may exercise its rights and remedies set forth in this 5 Section 13.222.4.5 herein. Seller’s continued Operator's continuance of Interconnector's service to Buyer and 6 rights shall not act to relieve Buyer Interconnector of any of its duties or obligations 7 under this Agreement. 8 22.4.2 Within ten (10) Business Days after receiving notice that another Hassayampa 9 Interconnector is in breach of its obligation to pay any portion of the Operating 10 Costs and has not cured such breach within the applicable cure period, 11 Interconnector shall pay its Pro Rata Share (calculated without including the 12 terminations of the defaulting entity) of such unpaid amount. In such event, 13 Operator shall diligently exercise its rights and remedies available under 14 contract, at law or in equity against the breaching Hassayampa 15 Interconnector, in order to effectuate the reimbursement of Interconnector. 16 22.4.3 If any Hassayampa Interconnector cures a payment breach after 17 Interconnector has paid any portion thereof, Operator shall reimburse 18 Interconnector out of the amounts paid to effectuate such cure. 19 22.4.4 If any Party failed to perform any duty or obligation under this Agreement nor act as a waiver of any prior Default by Buyer. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing20 such failure causes or threatens immediate harm to another Party, the 21 affected Party may, whether or not notice has been given or the applicable 22 grace period has expired, and whether or not the dispute resolution procedure 23 set forth in Section 14.3 23 herein has been invoked or completed, bring an action in any court 1 of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with 2 applicable rules of civil procedure. (c) 3 22.4.5 Except as expressly limited by this Agreement, if a Default has occurred and in the event Interconnector is continuing and the Buyer is the Defaulting Party4 in Default, Seller Operator may without further notice exercise any rights and 5 remedies provided herein or otherwise available at law or in equity, including termination of 6 the right to terminate this Agreement pursuant upon giving notice of intent to Section 13.3. No failure terminate 7 to the Interconnector and the filing at FERC of Seller to exercisea notice of termination for the 8 Agreement, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise which filing must be accepted for filing by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or powerFERC. (d) Except as expressly limited by this Agreement9 22.4.6 If the Operator or any ANPP Switchyard Participant is in Default, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer 10 Interconnector may without further notice exercise any rights and remedies 11 provided for herein, herein or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement and (ii) termination of this Agreement pursuant to Section 13.3. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

Default Remedy. (a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement nor act as a waiver of any prior Default by BuyerAgreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including termination of the right to terminate this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement and (ii) termination of this Agreement pursuant to Section 13.3. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Notwithstanding anything to the contrary herein, Buyer’s exclusive remedies for a Default under Section 13.1(k) are the right to terminate this Agreement and be paid liquidated damages under Section 3.7.

Default Remedy. (a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may (in its sole discretion) continue to provide services Delivered Energy pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall be deemed to waive or otherwise affect Seller’s rights and remedies set forth in this Section 13.213.2(a). Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement nor act as a waiver of any prior Default by Buyer.Agreement.‌ (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including termination of the right to terminate this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement Agreement, and (ii) termination of this Agreement pursuant to Section 13.3. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

Default Remedy. (a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement nor act as a waiver of any prior Default by BuyerAgreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including termination of the right to terminate this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement and (ii) without limitation termination of this Agreement pursuant to Section 13.3. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

Default Remedy. (a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may may, at its sole option, suspend service, sell Energy and Environmental Attributes to third parties pursuant to and in accordance with Section 7.4 or continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a14.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.214.2; and provided, further, that Excess Energy sold to third parties shall not count toward Delivered Guaranteed Generation. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement nor act as a waiver of any prior Default by BuyerAgreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 15.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in required by Section 14.13 15.3 seeking injunctive relief in accordance with applicable California or Federal rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including termination of the right to terminate this Agreement pursuant upon giving notice of intent to Section 13.3terminate to Buyer. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the LD Security, Performance Security Security, and the Deed of Trust against any amounts then payable by Seller to Buyer under this Agreement and Agreement, (ii) termination of this Agreement pursuant to Section 13.314.4, (iii) exercise its rights under the Deed of Trust, subject to the provisions of this Agreement, and (iv) foreclosure of Buyer’s Deed of Trust, upon notice of intent to terminate this Agreement to Seller. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

Default Remedy. (a) If any Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may continue to provide services to such Defaulting Buyer, and shall continue to provide services with respect to the non-Defaulting Buyers, pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a12.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.212.2. Seller’s continued service to a Defaulting Buyer shall not act to relieve such Defaulting Buyer of any of its duties or obligations under this Agreement nor act as a waiver of any prior Default by BuyerAgreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 13.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 13.3 seeking injunctive relief in accordance with applicable rules of civil procedure. (c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the a Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equityequity with respect to such Buyer, including a partial termination of this Agreement with respect to the Defaulting Buyer pursuant to Section 13.312.3; provided that the non-Defaulting Buyer (or Buyers, as applicable), shall have the opportunity, upon the termination of this Agreement with respect to such Defaulting Buyer or Buyers, to take over such Defaulting Buyer’s or Buyers’ Percentage of SB 859 Capacity as provided in Section 2.3(h). No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller is the Defaulting Party, each Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including including (i) application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer Buyers under this Agreement Agreement, and (ii) withdrawal from or termination of this Agreement pursuant to Section 13.312.3. No failure of any Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by any Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or powerpower by such Buyer.