Common use of Development Entity Default Clause in Contracts

Development Entity Default. The occurrence of any one or more of the following events or conditions shall constitute a Development Entity Default: (a) the Development Entity fails to comply with any Governmental Approvals or Applicable Law, in any material respect; (b) the Development Entity fails in any material respect to make a payment to the Department under this PPA when due, or fails to deposit funds in the Handback Reserve Account in the amount and within the time period required by this PPA, in either case provided that the relevant payment or deposit (as applicable) is not subject to a good faith Dispute; (c) the Development Entity fails to obtain, provide and maintain the Insurance Policies in accordance with the requirements of this PPA; (d) any failure by the Development Entity to comply with Article 29 (Assignment and Transfer; Fundamental Changes); (e) any representation or warranty made by the Development Entity in the Project Documents or any certificate, schedule, report, instrument or other document delivered to the Department pursuant to the Project Documents is false in any material respect or materially misleading or inaccurate in any material respect when made or omits material information when made; (f) an Insolvency Event arises with respect to the Development Entity or any Guarantor; (g) the Development Entity fails to comply with any written suspension of Construction Work order issued by the Department pursuant to Section 7.8 (Suspension of Construction Work) as soon as is practicable, except to the extent that such failure arises as a direct result of a Relief Event; (h) the Development Entity fails to (a) achieve CNG Readiness in respect of any Project Site by the applicable Long Stop Deadline in respect thereof or (b) achieve Site Completion in respect of all Project Sites (but excluding any expansion of the CNG Equipment Compound consisting of the installation of hydraulic intensifier compressors or additional dispensers to support Commercial Sales at any Project Site that is scheduled to occur after the date of CNG Readiness at such Project Site in accordance with Appendix 1 (Development Entity’s Proposal Commitments)) by the Site Completion Deadline; (i) a Persistent Breach occurs; (j) a Persistent Fueling Failure occurs; and (k) without limitation to clauses (a) to (j) (inclusive), any breach (other than (i) any breach for which a Noncompliance Point could have been assessed, (ii) any breach for which liquidated damages are payable, or (iii) any breach that arises as a direct result of the occurrence of a Compensation Event or a Relief Event) by the Development Entity of any other material obligation under this PPA or any written repudiation of this PPA by the Development Entity.

Development Entity Default. The occurrence of any one or more of the following events or conditions shall constitute a Development Entity Default: (a) the Development Entity (i) discontinues the performance of the Work for a period of sixty (60) or more consecutive days, or (ii) fails to resume discontinued Work as required by the Project Documents within sixty (60) days after the Department notifies the Development Entity to do so, provided that any period that the performance of the Work is discontinued in response to the occurrence of a Compensation Event or a Relief Event shall be deemed not to have occurred for the purposes of this Section 22.1(a); (b) the Development Entity fails to comply with any Governmental Approvals or Applicable Law, including the Federal Requirements, in any material respect; (bc) the Development Entity fails in any material respect to make a payment to the Department under this PPA when due, or fails to deposit funds in the Handback Reserve Account in the amount and within the time period required by this PPA, in either case provided that the relevant payment or deposit (as applicable) is not subject to a good faith Dispute; (cd) subject to Sections 19.4 (Consequences of a risk becoming an Uninsurable Risk) and 19.5 (Unavailability of Insurance Terms), the Development Entity fails to obtain, provide and maintain the Insurance Policies in accordance with the requirements of this PPA; (de) any failure by the Development Entity to comply with Article 29 (Assignment and Transfer; Fundamental Changes); (ef) a Restricted Change in Ownership occurs; (g) any representation or warranty made by the Development Entity in the Project Documents or any certificate, schedule, report, instrument or other document delivered to the Department pursuant to the Project Documents is false in any material respect or materially misleading or inaccurate in any material respect when made or omits material information when made; (fh) an Insolvency Event arises with respect to to: (i) the Development Entity; and/or (ii) any D&C Contractor or D&C Guarantor (in each case only during the Construction Period) or Maintenance Contractor, unless: (A) the Development Entity either: I. enters into a replacement D&C Contract, guarantee or Maintenance Contract (as relevant) with a reputable counterparty reasonably acceptable to the Department within ninety (90) days of the relevant Insolvency Event; or II. in the absence of entering into a replacement Maintenance Contract, the Development Entity otherwise demonstrates to the satisfaction of the Department that the Development Entity possesses the technical and financial capacity to perform all remaining Maintenance Work in accordance with the Project Documents; or (B) with respect to any D&C Contractor that is part of a joint venture or Guarantor, the Development Entity demonstrates to the satisfaction of the Department that the D&C Contractor and the Guarantors in respect of which an Insolvency Event has not occurred possess the technical and financial capability to perform all remaining Work in accordance with the Project Documents in all respects; (gi) Any D&C Contract or Maintenance Contract is terminated (other than non-default termination on its scheduled termination date) and the Development Entity has not either: (i) entered into a replacement D&C Contract or Maintenance Contract (as relevant) with a reputable counterparty reasonably acceptable to the Department within ninety (90) days of the termination of the relevant D&C Contract or Maintenance Contract (as relevant); or (ii) in the absence of entering into a replacement Maintenance Contract, the Development Entity otherwise demonstrates to the satisfaction of the Department that the Development Entity possesses the technical and financial capacity to perform all remaining Maintenance Work in accordance with the Project Documents; (j) the Development Entity fails to comply with any written suspension of Construction Work order issued by the Department pursuant to Section 7.8 7.9 (Suspension of Construction Work) as soon as is practicable, except to the extent that such failure arises as a direct result of a Relief Event; (hk) the Development Entity fails to to: (ai) commence the Construction Work by the Construction Commencement Deadline; or (ii) achieve CNG Readiness in respect of any Substantial Project Site Completion by the applicable Long Stop Deadline in respect thereof or (b) achieve Site Completion in respect of all Project Sites (but excluding any expansion of the CNG Equipment Compound consisting of the installation of hydraulic intensifier compressors or additional dispensers to support Commercial Sales at any Project Site that is scheduled to occur after the date of CNG Readiness at such Project Site in accordance with Appendix 1 (Development Entity’s Proposal Commitments)) by the Site Completion Deadline; (il) a Persistent Breach occurs; (jm) subject to Section 12.3(c)(iii), a Persistent Fueling Failure Closure occurs; (n) subject to Section 12.3(c)(iii), a Development Entity Noncompliance Trigger Event occurs; and (ko) without limitation to clauses (a) to (jn) (inclusive), any breach (other than (i) any breach for which a Noncompliance Point or an Unavailability Event could have been assessed, (ii) any breach for which liquidated damages are payable, or (iii) any breach that arises as a direct result of the occurrence of a Compensation Event or a Relief Event) by the Development Entity of any other material obligation under this PPA or any written repudiation of this PPA by the Development Entity.,