Defaults by Seller Sample Clauses

Defaults by Seller. (a) Seller fails to post or maintain the Project Development Security, Levelized Security or Default Security as required under, and by the applicable dates set forth in, Section 2 and Section 8, and such failure continues for fifteen (15) days after Seller’s receipt of written notice thereof from PacifiCorp. (b) Seller fails to cause the Facility to achieve Commercial Operation on or before the Guaranteed Commercial Operation Date. (c) Seller sells Output or Capacity Rights from the Facility to a party other than PacifiCorp in breach of Section 4.2, if Seller does not permanently cease such sale and compensate PacifiCorp for the damages arising from the breach within 10 days after PacifiCorp gives Seller a notice of default. (d) PacifiCorp receives notice of foreclosure of the Facility or any material part thereof by a Lender, mechanic or materialman, or any other holder, of an unpaid lien or other charge or encumbrance, if the same has not been stayed, paid, or bonded around within 10 days of the date of the notice of foreclosure is received by PacifiCorp. (e) After the Commercial Operation Date, (1) Seller fails to maintain any Required Facility Documents or Permits necessary to own or operate the Facility, (2) such failure materially impairs Seller’s ability to perform its obligations under this Agreement, (3) the applicable notice, cure, waiver and appeal periods set forth in the Required Facility Document or Permit in question have expired, and (4) such failure continues for thirty (30) days after Seller’s receipt of written notice thereof from PacifiCorp; provided, however, that, upon written notice from Seller, the thirty (30) day period shall be extended by an additional sixty (60) days if (i) the failure cannot reasonably be cured within the thirty (30) day period despite diligent efforts, (ii) the default is capable of being cured within the additional sixty (60) day period, and (iii) Seller commences the cure within the original thirty (30) day period and is at all times thereafter diligently and continuously proceeding to cure the failure. (f) Seller's Abandonment of construction or operation of the Facility and such failure continues for thirty (30) days after Seller’s receipt of written notice thereof from PacifiCorp, except to the extent caused by an event of Force Majeure or a default by PacifiCorp. (g) Seller fails to maintain insurance as required by the Agreement and such failure continues for fifteen (15) days after Seller’s receipt of...

Defaults by Seller. If there is any default by Seller under this Agreement, following notice to Seller and seven (7) days, during which period Seller may cure the default, Buyer may, at its option, (a) declare this Agreement terminated in which case the Deposit shall be returned to Buyer or (b) treat this Agreement as being in full force and effect and bring an action against Seller for specific performance.

Defaults by Seller. This Section 14.1 shall not apply to breaches of representations and warranties, which shall be governed by Section 8.2.2. above. If there is any default by Seller under this Agreement, following notice to Seller and seven (7) days, during which period Seller may cure the default, Buyer may, as it sole option, elect to either (i) declare this Agreement terminated by giving written notice of termination to Seller and the Title Company, whereupon the Title Company shall promptly refund the Deposit to Buyer, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and Seller shall reimburse Buyer for its actual verified out-of-pocket expenses in conducting its investigations of the Property, negotiating and finalizing this Agreement, and preparing for Closing, plus any non-refundable Loan Assumption Related Fees, up to a maximum aggregate amount of $100,000 and thereafter neither party shall have any further rights or obligations hereunder except for the Surviving Obligations; or (ii) treat this Agreement as being in full force and effect and bring an action against Seller for specific performance.

Defaults by Seller. If there is any default by Seller under this Agreement, following notice to Seller and seven (7) days thereafter during which period Seller may cure the default, Buyer may at its option, either (a) declare this Agreement terminated in which case the Deposit shall be returned to Buyer without any further action required from either party, and bring an action for any damages incurred by Buyer or (b) treat the Agreement as being in full force and effect and bring an action against Seller for specific performance. The foregoing notwithstanding, no right to cure shall extend the Close of Escrow.

Defaults by Seller. If SELLER wilfully defaults hereunder, PURCHASER shall have such remedies as PURCHASER is entitled to at law or in equity, including, but not limited to, specific performance.

Defaults by Seller. Seller fails to post, increase, or maintain the Project Development Security or Default Security as required under, and by the applicable dates set forth in, Section 2 and Section 8 and such failure is not cured within ten (10) Business Days after PacifiCorp gives Seller notice of default. Seller fails to (i) cause the Facility to achieve Commercial Operation on or before the Guaranteed Commercial Operation Date, or (ii) complete all items included on the Final Completion Schedule within ninety (90) days after the Commercial Operation Date. Seller sells Output, Green Tags, or Capacity Rights from the Facility to a party other than PacifiCorp in breach of Section 4.2, or Seller makes a public statement or otherwise takes an action that any Governmental Authority or the Center for Resource Solutions determines is a retirement, double counting, double sale, double use or double claim of Green Tags, and, in either case, Seller does not permanently cease such sale, public statement, or other action and compensate PacifiCorp for the damages arising from the breach within ten (10) days after PacifiCorp gives Seller a notice of default.

Defaults by Seller. If there is any default by Seller under this Agreement, following notice to Seller and seven (7) days, during which period Seller may cure the default, then Buyer may elect either (a) to treat this Agreement as terminated, in which case the Deposit and all interest earned thereon shall be returned to Buyer, and Buyer shall be entitled to reimbursement from Seller of all its out-of-pocket costs and expenses incurred in connection with the transaction contemplated hereby in an amount not to exceed One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Due Diligence Costs”); or (b) to treat this Agreement as being in full force and effect and to bring an action against Seller seeking the remedy of specific performance; provided, however, Buyer shall have the right to pursue concurrently any remedies allowed by items (a) and (b) of this Section 13.1 so long as Buyer makes an election of remedies prior to the entry of a judgment. Nothing contained in this Section 13.1 shall limit Buyer’s right to recover attorneys’ and other professionals’ fees and other costs and expenses incurred in connection with a suit or arbitration under Sections 13.3 and 17 below. Notwithstanding the foregoing, Seller’s right to cure shall not be applicable to a failure to close, and the Close of Escrow shall in no event be extended pursuant to this Section 13.1.

Defaults by Seller. (a) Seller fails to deliver, increase or maintain Security as required by Section 8, and such non-performance is not cured within ten (10) Business Days after PacifiCorp gives notice to Seller of such non-performance. (b) Seller fails to cause the Storage Facility to achieve Commercial Operation on or before the date which is one hundred eighty (180) days after the Scheduled Commercial Operation Date. (c) Seller sells, delivers or transfers any Storage Product from the Storage Facility to a Person other than PacifiCorp in breach of Section 4.3, and Seller does not permanently cease such sale, delivery or transfer within ten (10) days after PacifiCorp gives notice to Seller of such breach. (d) [Reserved]. (e) After the Commercial Operation Date, Seller fails to obtain or maintain any Required Facility Documents necessary to own or operate the Storage Facility and such non-performance is not cured within ninety (90) days after PacifiCorp gives notice to Seller of such non-performance. Seller Abandons construction or operation of the Storage Facility and such Abandonment continues for thirty (30) days after PacifiCorp gives notice to Seller of such Abandonment. Seller fails to obtain or maintain insurance in accordance with the requirements of Section 13 and Exhibit I, and such failure continues for fifteen (15) days after PacifiCorp gives notice to Seller of such non-performance. [Reserved]. [Reserved]. the Storage Power Capacity Rating of the Storage Facility determined pursuant to Exhibit T is less than the Guaranteed Storage Power Capacity Rating for two (2) consecutive Contract Years. the Storage Availability of the Storage Facility determined pursuant to Exhibit U is less than the Guaranteed Storage Availability for two (2) consecutive Contract Years. the Storage Round Trip Efficiency of the Storage Facility determined pursuant to Exhibit V is less than the Guaranteed Storage Round Trip Efficiency for two (2) consecutive Contract Years.

Defaults by Seller. (a) Seller fails to post, increase, maintain or replenish any Credit Support Security as required in Section 8. (b) Seller fails to (i) cause the Facility to achieve Commercial Operation on or before the Guaranteed Commercial Operation Date, or (ii) complete all items included on the Final Completion Punch List by 120 days after the Commercial Operation Date. (c) Seller sells energy, Green Tags or Capacity Rights from the Facility to a Party other than PacifiCorp in breach hereof if Seller does not permanently cease such sale and compensate PacifiCorp for the damages arising from the breach within ten (10) days after PacifiCorp gives Seller a notice of default. (d) Seller defaults under any material agreement with third parties relating to the ownership, interconnection, operation, transmission from, maintenance or repair of the Facility, and fails to cure such default within the time required under such agreement, after the expiration of applicable notice, cure and waiver periods. (e) PacifiCorp receives notice of foreclosure of the Facility or any part thereof by a Lender, mechanic or materialman, or any other holder, of an unpaid lien or other charge or encumbrance, if the same has not been stayed, paid, or bonded around within ten days. (f) After the Commercial Operation Date, Seller fails to maintain any Required Facility Documents, Permits, land rights, interconnection rights or other material rights necessary to own or operate the Facility, after the expiration of applicable notice, cure and waiver periods.

Defaults by Seller. IF SELLER DEFAULTS IN PERFORMING ANY COVENANTS OR AGREEMENTS TO BE PERFORMED BY SELLER UNDER THIS AGREEMENT OR IF SELLER BREACHES ANY REPRESENTATIONS OR WARRANTIES MADE BY SELLER IN THIS AGREEMENT PRIOR TO CLOSE OF ESCROW, FOLLOWING NOTICE TO SELLER AND TEN (10) DAYS THEREAFTER DURING WHICH PERIOD SELLER MAY CURE THE DEFAULT, BUYER MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, AVAIL ITSELF OF ANY AND ALL RIGHTS AND REMEDIES AVAILABLE AT LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO TERMINATE THIS AGREEMENT AND RECOVER ALL DAMAGES PROXIMATELY CAUSED BY SELLER’S BREACH OR DEFAULT LIMITED HOWEVER TO $250,000 AND THE RIGHT TO CONTINUE THIS AGREEMENT PENDING BUYER’S ACTION FOR SPECIFIC PERFORMANCE AND/OR DAMAGES HEREUNDER, AND NO SUCH REMEDY SHALL BE DEEMED EXCLUSIVE OR TO PRECLUDE THE PURSUIT OF ANY OTHER REMEDY. ANY DAMAGES TO WHICH BUYER IS ENTITLED SHALL INCLUDE, WITHOUT LIMITATION, ALL DUE DILIGENCE COSTS, TITLE, ESCROW, LEGAL AND INSPECTION FEES AND ANY OTHER EXPENSES INCURRED BY BUYER IN CONNECTION WITH THE PERFORMANCE OF ITS DUE DILIGENCE REVIEW OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL AND ENGINEERING CONSULTANTS’ FEES AND THE FEES INCURRED IN CONNECTION WITH THE PREPARATION AND NEGOTIATION OF THIS AGREEMENT, BUT SHALL EXCLUDE ANY CONSEQUENTIAL OR INDIRECT DAMAGES EXCEPT IN THE CASE OF FRAUD OR WILLFUL MISCONDUCT. THE FOREGOING NOTWITHSTANDING, SELLER’S LIABILITY FOR BUYER’S DAMAGES SHALL NOT EXCEED $250,000. THE FOREGOING NOTWITHSTANDING, NO RIGHT TO CURE SHALL EXTEND THE CLOSE OF ESCROW.