Developer Defaults. Utility may give a notice of default under this Agreement (a "Utility Notice of Default") upon the occurrence of any of the following events, unless caused by a breach by Utility of this Agreement (each a "Developer Event of Default").
10.2.1 Abandonment of construction of the Project by the Developer after the commencement of Construction, without the written consent of Utility.
10.2.2 Failure of Developer to achieve the requirements for the Commercial Operations Date within 1 calendar year after the Required Commercial Operations Date. Unless, prior to the expiration of such 1-year period, Utility and Developer agree on the length, and terms and conditions of an extension of the Required Commercial Operations Date, at the expiration of the initial 1 year period Utility shall either declare a default or waive its right to declare a default pursuant to this Paragraph. Utility may waive its right to demand payment of the liquidated damages determined in accordance with the liquidated damages provisions of Schedule B (Calculation of Payments).
Developer Defaults. Each of the following events shall constitute a Developer Default under this Agreement:
10.1.1 the Developer shall fail to timely observe or perform or cause to be observed or performed any covenant, agreement, obligation, term or condition required to be observed or performed by the Developer under this Agreement (provided that if the same is also required of the Developer under the Design-Build Contract, then Section 10.1.6 below shall apply in lieu of this Section 10.1.1);
10.1.2 any representation or warranty made by the Developer herein, or the Guarantor, or in any Project Agreement shall be inaccurate or misleading in any material respect on the date made or deemed made and a material adverse effect upon the Project or the Department’s rights or obligations under the Project Agreements results therefrom;
10.1.3 the Developer shall fail to execute and deliver, or fail to cause Guarantor to execute and deliver, any Project Agreement to which it is a party thereto as and when required under this Agreement;
10.1.4 the Developer shall commence a voluntary case seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect; shall seek the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Developer or any substantial part of the Developer’s assets; shall file an answer admitting the material allegations of a petition filed against the Developer in any involuntary case commenced against the Developer; shall consent to any such relief or to the appointment of or taking possession by any such official in any voluntary case commenced against the Developer; shall make an assignment for the benefit of creditors; shall fail, be unable, or admit in writing the inability generally to pay the Developer’s debts as they become due; or shall take any action to authorize any of the foregoing, or any of the foregoing acts or events shall occur with respect to the Guarantor (but not necessarily in the same proceeding or concurrently);
10.1.5 an involuntary case shall be commenced against the Developer seeking liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts or other relief with respect to the Developer or the Developer’s debts under any bankruptcy, insolvency or other similar law now or hereafter in effect; seeking the appointment of a trustee, receiver, l...
Developer Defaults. If, after Closing, a Developer default occurs, then PDC may, at its option: (i) seek monetary damages against Developer; or (ii) specifically enforce the obligations of Developer under this Agreement.
Developer Defaults. In addition to the foregoing, it shall be a Default by Developer hereunder if (a) Developer makes an assignment of this Agreement for the benefit of creditors, is not paying material debts as they become due, or is granted an order for relief under any chapter of the Bankruptcy Code; (b) garnishment, attachment, levy or execution in an amount in excess of an amount equal to ten percent (10%) of its net worth is issued against any of the property or effects of Developer, or any partnership of which Developer is a partner, and such issuance is not bonded against within ninety (90) days; or (c) the dissolution or termination of existence of Developer unless its successor by transfer or operation of law is continuing the business of operating the Project.
Developer Defaults. In addition to the foregoing, it shall be a Default by Developer hereunder if (a) Developer sells, assigns, conveys, or alienates the Property, or any part thereof, or any interest therein or in this Agreement, or shall be divested of title or any interest therein in any manner or way, whether voluntarily or involuntarily, without City’s prior written consent; (b) any petition or application for a custodian, as defined by the Bankruptcy Code or for any form of relief under any provision of the Bankruptcy Code or any other law pertaining to reorganization, insolvency or readjustment of debts is filed by or against Developer, their respective assets or affairs, and such petition or application is not dismissed within 90 days of such filing; (c) Developer makes an assignment for the benefit of creditors, is not paying material debts as they become due, or is granted an order for relief under any chapter of the Bankruptcy Code; (d) garnishment, attachment, levy or execution in an amount in excess of an amount equal to 10% of its net worth is issued against any of the property or effects of Developer, or any partnership of which Developer is a partner, and such issuance is not bonded against within 90 days; (e) the dissolution or termination of existence of Developer; or (f) there is a material breach of any representation or warranty, or there is a material false statement or material omission, by Developer under any other document forming part of the transaction in respect of which this Agreement is made.
Developer Defaults. In addition to the foregoing, it shall be a Default by Developer hereunder if (a) Developer sells, assigns, conveys, or alienates the Property, or any part thereof, or any interest therein, or shall be divested of title or any interest therein in any manner or way, whether voluntarily or involuntarily other than in accordance with this Agreement or the Master Lease; (b) any petition or application for a custodian, as defined by Xxxxx 00, Xxxxxx Xxxxxx Code, as amended from time to time (the “Bankruptcy Code”) or for any form of relief under any provision of the Bankruptcy Code or any other law pertaining to reorganization, insolvency or readjustment of debts is filed by or against Developer, their respective assets or affairs, and such petition or application is not dismissed within ninety (90) days of such filing; (c) Developer makes an assignment for the benefit of creditors, is not paying material debts as they become due, or is granted an order for relief under any chapter of the Bankruptcy Code; (d) garnishment, attachment, levy or execution in an amount in excess of an amount equal to ten percent (10%) of its net worth is issued against any of the property or effects of Developer, or any partnership of which Developer is a partner, and such issuance is not bonded against within ninety (90) days; (e) the dissolution or termination of existence of Developer unless its successor by transfer or operation of law is continuing the business of operating the Project; or (f) there is a material breach of any representation or warranty, or there is a material false statement or material omission, by Developer under any other document forming part of the transaction in respect of which this Agreement is made, including without limitation the Master Leases.
Developer Defaults. The occurrence of any of the following events, acts or omissions shall constitute an “Event of Default” by Developer under this Agreement, unless Developer cures the Event of Default within thirty (30) days or, if the Event of Default cannot be cured within thirty (30) days, Developer commences efforts to cure the Event of Default within thirty (30) days of Owner’s written notice of the Event of Default and thereafter diligently completes the cure of such Event of Default:
(a) if Developer does not commence work on a Phase of the Project within thirty (30) business days after the agreed upon Project Start Date;
(b) any event, act or omission which constitutes an Improper Action, except for events, acts or omissions that are merely negligent;
(c) the occurrence of and expiration of any applicable cure period specifically provided for an Event of Termination as defined in Exhibit B of this Agreement; and
(d) The failure of Developer to perform, keep or fulfill any material covenant, undertaking, obligation or condition set forth in this Agreement. If an Event of Default remains uncured as described in this section, Owner shall have the right to terminate this Agreement effective immediately upon Owner’s Notice to Developer, in addition to any and all other rights and remedies which may be available to Owner at law or in equity, subject to the limitation on damages contained in Section 4.4, Developer shall forfeit any right to installments of the Development Fee not earned or paid prior to such termination. Notwithstanding anything to the contrary in this Section, the occurrence of and expiration of any applicable cure period provided for an Event of Termination under Section 4.2(c), shall grant Owner an absolute right to terminate this Agreement without necessity of written notice to Developer or any successor or representative thereof. Owner’s right of termination under Section 4.2(c) may be waived only by a fully executed written amendment to this Agreement.
Developer Defaults. The occurrence of any of the following shall be an event of default by the Developer (“Developer Default”):
i. The failure of Developer to fulfill its obligations under this Agreement if such failure is not remedied by Developer within forty-five (45) calendar days after written notice from City or TIRZ of such default, or in the case of any such default which cannot with due diligence and good faith be cured within forty-five (45) calendar days, Developer fails to commence to cure such default within forty-five (45) calendar days after such notice or Developer fails to prosecute diligently the cure of such default to completion within such additional period as may be reasonably required to cure such default with diligence and in good faith.
ii. The filing of Developer of a voluntary petition in bankruptcy which is not dismissed within ninety (90) days after the filing thereof; adjudication of Developer as bankrupt; approval as properly filed by a court of competent jurisdiction of any petition in any action seeking reorganization, rearrangement, adjustment, or composition of, or in respect of Developer under United Stated Bankruptcy Code or any similar state or federal law dealing with creditors’ rights generally; Developer’s assets are levied upon by virtue of a writ of court of competent jurisdiction; insolvency of Developer; assignment by Developer of all or substantially all of its assets for the benefit of creditors; initiation of procedures for involuntary dissolution of Developer; or appointment of a receiver, trustee, or other similar official for Developer, or Developer’s property, which is not removed within ninety (90) days after appointment thereof.
Developer Defaults. Utility may give a notice of default under this Agreement (a "Utility Notice of Default") upon the occurrence of any of the following events, unless caused by a breach by Utility of this Agreement (each a "Developer Event of Default").
10.2.1 Abandonment of construction of the Project by the Developer after the commencement of Construction, without the written consent of Utility.
10.2.2 Failure of Developer to achieve the requirements for the Commercial Operations Date within 1 calendar year after the Required Commercial Operations Date. Unless, prior to the expiration of such 1-year period, Utility and Developer agree on the length, and terms and conditions of an extension of the Required Commercial Operations Date, at the expiration of the initial 1 year period Utility shall either declare a default or waive its right to declare a default pursuant to this Paragraph. Utility may waive its right to demand payment of the liquidated damages determined in accordance with the liquidated damages provisions of Schedule B (Calculation of Payments).
10.2.3 Willful alteration of or tampering by Developer or its employees or agents with the Interconnection Facilities without the prior written consent of Utility, except in situations where such actions are taken to prevent immediate injury, death, or property damage and the Developer uses its best efforts to provide Utility with advance notice of the need for such actions.
Developer Defaults. If Developer or any transferee or successor defaults in the performance of any obligation required to be performed by it under this Agreement (the Defaulting Party), then the County may deliver written notice of such default to the Defaulting Party. The Defaulting Party shall cure such default within sixty (60) days after the delivery of such notice of default. If the Defaulting Party does not cure such default within the time period provided, then the County may pursue any available remedies in law or equity.
