Early Termination Events. (a) CPE will have the right to terminate this Agreement prior to the expiry of its Term upon the occurrence of any of the following (each a “CPE Early Termination Event”): (i) [Reserved.] (ii) any material misrepresentation or omission in any metering (or submetering), RA Plans, Supply Plans or any report or Notice with regard to providing the Showing Quantity, or undue delay or withholding of such data, report or Notice, which misrepresentation, omission or undue delay or withholding is not cured within ten (10) Business Days of CPE’s written demand to Provider therefor; (iii) Provider or Project Owner or operator intentionally or knowingly delivers, or attempts to provide Showing Quantity that is not produced by the Project; (iv) [Reserved]; or (v) Provider fails to performprovide to CPE any Proof of the Showing Commitment Actions infor any Showing YearMonth during the Shown Term. as required by Section 3.3. (b) Either Party will have the right to terminate this Agreement prior to the expiry of its Term upon the occurrence of any of the following (each a “Party Early Termination Event”, and collectively with the CPE Early Termination Events, the “Early Termination Events”): (i) a Party, or Project Owner, applies for, consents to, or acquiesces in the appointment of a trustee, receiver or custodian of its assets (including for a substantial part of the Project), or the initiation of a bankruptcy, reorganization, debt arrangement, moratorium or any other proceeding under bankruptcy laws; (ii) absent the consent or acquiescence of a Party, the appointment of a trustee, receiver or custodian of a Party’s or Project Owner’s assets (including for a substantial part of the Project), or the initiation of a bankruptcy, reorganization, debt arrangement, moratorium or any other proceeding under bankruptcy laws, which in either case, is not dismissed within sixty (60) days; (iii) a Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to another entity and at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving, or transferring entity fails to assume all of the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of Law or pursuant to an assumption agreement reasonably satisfactory to the other Party; (iv) the Project is incapable of or is not otherwise conveying any of the Showing Quantity (except where such inability is due to a force majeure event affecting the Project which (1) satisfies the requirements of the definition “Force Majeure” under this Agreement and (ii) excuses Project Owner’s performance under the terms of the Provider Supply Agreement); (v) [Reserved]; (vi) Provider’s Supply Agreement (1) has terminated, and Provider no longer has exclusive right to all of the Capacity Attributes comprising the Showing Quantity from the Project, or (2) has been amended, modified, supplemented or otherwise varied resulting in or reasonably likely to result in Provider’s inability to perform the Showing Commitment Actions and/or Project’s inability to generate Capacity Attributes forming part of the Showing Quantity; (vii) any asset of Provider, Project Owner or the Project that is material to Provider’s performance under this Agreement is taken by or is subject to any attachment by any creditor of or claimant against Provider or the Project Owner, as applicable, and the attachment is not disposed of within sixty (60) days after its levy; or (viii) a Party fails to pay an amount due and such failure continues for ten (10) Business Days after Notice thereof is received by the Party failing to make such payment; or
Appears in 1 contract
Samples: Resource Adequacy Agreement
Early Termination Events. (a) CPE If (i) the Leased Premises shall be taken in its entirety by a Taking or (ii) all or a substantial portion of the Leased Premises shall be damaged or destroyed by a Casualty or any substantial portion of the Leased Premises shall be taken by a Taking and, in the case of (i) above, Tenant certifies and covenants to Landlord that it will abandon its operations at the Leased Premises for three (3) years following the date of the Taking or Casualty (except that no such certification and covenant shall be required if Tenant notifies Landlord that it is electing to make an offer to terminate this Lease for an Early Termination Amount equal to [INTENTIONALLY OMITTED]), as the case may be (each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as an "Early Termination Event"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice of the Tenant's offer to terminate this Lease (an "Early Termination Notice") in the form described in Paragraph 18(b). Notwithstanding anything in this Lease to the contrary, the provisions of this Paragraph 18(a) shall not be applicable if the Net Award received by Landlord is equal to or greater than [INTENTIONALLY OMITTED], it being agreed that Tenant shall have the right to terminate this Agreement prior provide funds in such amount as may be necessary to make the expiry of its Term upon the occurrence of any actual amount of the following (each Net Award received by Landlord as a “CPE Early Termination Event”):
(i) [Reserved.]
(ii) any material misrepresentation or omission in any metering (or submetering), RA Plans, Supply Plans or any report or Notice with regard to providing the Showing Quantity, or undue delay or withholding of such data, report or Notice, which misrepresentation, omission or undue delay or withholding is not cured within ten (10) Business Days of CPE’s written demand to Provider therefor;
(iii) Provider or Project Owner or operator intentionally or knowingly delivers, or attempts to provide Showing Quantity that is not produced by the Project;
(iv) [Reserved]; or
(v) Provider fails to performprovide to CPE any Proof result of the Showing Commitment Actions infor any Showing YearMonth during the Shown Term. as required by Section 3.3Casualty or Taking equal to [INTENTIONALLY OMITTED].
(b) Either Party will have the right An Early Termination Notice shall contain (i) notice of Tenant's intention to terminate this Agreement prior to Lease on the expiry of its Term upon first Basic Rent Payment Date (the occurrence of any of the following (each a “Party "Early Termination Event”, and collectively with the CPE Early Termination Events, the “Early Termination Events”):
(iDate") a Party, or Project Owner, applies for, consents to, or acquiesces in the appointment of a trustee, receiver or custodian of its assets (including for a substantial part of the Project), or the initiation of a bankruptcy, reorganization, debt arrangement, moratorium or any other proceeding under bankruptcy laws;
(ii) absent the consent or acquiescence of a Party, the appointment of a trustee, receiver or custodian of a Party’s or Project Owner’s assets (including for a substantial part of the Project), or the initiation of a bankruptcy, reorganization, debt arrangement, moratorium or any other proceeding under bankruptcy laws, which in either case, is not dismissed within sixty (60) days;
(iii) a Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to another entity and occurs at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving, or transferring entity fails to assume all of the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of Law or pursuant to an assumption agreement reasonably satisfactory to the other Party;
(iv) the Project is incapable of or is not otherwise conveying any of the Showing Quantity (except where such inability is due to a force majeure event affecting the Project which (1) satisfies the requirements of the definition “Force Majeure” under this Agreement and (ii) excuses Project Owner’s performance under the terms of the Provider Supply Agreement);
(v) [Reserved];
(vi) Provider’s Supply Agreement (1) has terminated, and Provider no longer has exclusive right to all of the Capacity Attributes comprising the Showing Quantity from the Project, or (2) has been amended, modified, supplemented or otherwise varied resulting in or reasonably likely to result in Provider’s inability to perform the Showing Commitment Actions and/or Project’s inability to generate Capacity Attributes forming part of the Showing Quantity;
(vii) any asset of Provider, Project Owner or the Project that is material to Provider’s performance under this Agreement is taken by or is subject to any attachment by any creditor of or claimant against Provider or the Project Owner, as applicable, and the attachment is not disposed of within least sixty (60) days after its levy; or
the date of receipt (viii"Notice Receipt Date") by Landlord of the Early Termination Notice, (ii) a Party fails binding and irrevocable offer of Tenant to pay the Early Termination Amount and (iii) if the Early Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenants described in the foregoing Paragraph 18(a) and a certified resolution of the Board of Directors of Tenant authorizing the same (unless Tenant elects to pay an Early Termination Amount equal to [INTENTIONALLY OMITTED].
(c) If Landlord shall reject such offer to terminate this Lease by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than forty-five (45) days following the Notice Receipt Date, then this Lease shall terminate as of the Early Termination Date; provided, however, that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Early Termination Date (collectively, "Remaining Obligations") on the Early Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Early Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Early Termination Event due to any action by Tenant, then the date on which this Lease is to terminate automatically shall be extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award; provided, however, that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the forty-fifth (45th) day following the Notice Receipt Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Early Termination Date, Tenant shall pay to Landlord the Early Termination Amount and such failure continues for ten all Remaining Obligations and, if requested by Tenant, Landlord and Lender shall (10i) Business Days after Notice thereof is received by convey to Tenant the Party failing Leased Premises or the remaining portion thereof, if any, and (ii) pay to make such payment; oror assign to Tenant their entire interest in and to the Net Award, all in accordance with Paragraph20.
Appears in 1 contract
Early Termination Events. (a) CPE will have the right to terminate this Agreement prior to the expiry of its Term upon the occurrence of If any of the following events has occurred and is continuing (each a an “CPE Early Termination Event”):), the Payee may give notice to the Obligor and the Guarantor notifying the Obligor and the Guarantor that the outstanding amounts due under this Agreement (together with accrued fees, costs and expenses) are immediately due and payable and declare that full payment in respect of each Letter of Credit and any outstanding Remibursement Fees shall be provided by the Obligor immediately and whereupon such amounts shall become immediately due and payable by the Obligor:
(a) the Obligor or the Guarantor does not pay on the due date any amount payable pursuant to this Agreement, unless its failure to pay is caused by administrative or technical error only and payment is made within five (5) Business Days of its due date;
(b) the Obligor or the Guarantor defaults in the performance and observance of or compliance with any of its other obligations under Clause 11 (Covenants) applicable to it, and such default is incapable of remedy or, if in the opinion of the Payee such default is capable of remedy, is not remedied within twenty five (25) calendar days following the date on which written notice specifying such default was delivered to the Obligor or the Guarantor by the Payee;
(c) the Guarantor pursuant to or under the meaning of the Bankruptcy Law:
(i) [Reserved.]commences a voluntary case or proceeding;
(ii) consents to the entry of an order for relief against it in an involuntary case or proceeding or the commencement of any material misrepresentation or omission in any metering (or submetering), RA Plans, Supply Plans or any report or Notice with regard to providing the Showing Quantity, or undue delay or withholding of such data, report or Notice, which misrepresentation, omission or undue delay or withholding is not cured within ten (10) Business Days of CPE’s written demand to Provider thereforcase against it;
(iii) Provider consents to the appointment of a Custodian of it or Project Owner or operator intentionally or knowingly delivers, or attempts to provide Showing Quantity that is not produced by the Projectfor any substantial part of its property;
(iv) [Reserved]makes a general assignment for the benefit of its creditors;
(v) files a petition in bankruptcy or answer or consent seeking reorganisation or relief; or
(vvi) Provider fails consents to performprovide to CPE any Proof the filing of such a petition or the Showing Commitment Actions infor any Showing YearMonth during the Shown Term. as required appointment of or taking possession by Section 3.3a Custodian.
(bd) Either Party will have the right to terminate this Agreement prior to the expiry a court of its Term upon the occurrence of any of the following (each a “Party Early Termination Event”, and collectively with the CPE Early Termination Events, the “Early Termination Events”):competent jurisdiction enters an order or decree under U.S. Bankruptcy Law:
(i) a Party, for relief against the Guarantor in an involuntary case or Project Owner, applies for, consents to, or acquiesces in the appointment of a trustee, receiver or custodian of its assets (including for a substantial part of the Project), or the initiation of a bankruptcy, reorganization, debt arrangement, moratorium or any other proceeding under bankruptcy lawsproceeding;
(ii) absent the consent or acquiescence of appoints a Party, the appointment of a trustee, receiver or custodian of a Party’s or Project Owner’s assets (including for a substantial part Custodian in respect of the Project), or the initiation of a bankruptcy, reorganization, debt arrangement, moratorium or any other proceeding under bankruptcy laws, which in either case, is not dismissed within sixty (60) daysGuarantor;
(iii) orders the winding up or liquidation of the Guarantor, and the order or decree reamins unstayed and in effect for 60 days.
(e) (i) an order is made by a Party consolidates competent court or amalgamates witha resolution is passed for the winding-up or dissolution of the Obligor, or merges with or intosave for the purposes of amalgamation, or transfers all or substantially all of its assets to another entity and at the time of such merger, consolidation, amalgamation, merger reorganisation or transfer, other similar arrangement on terms previously approved in writing by the resulting, surviving, Payee; or transferring entity fails (ii) a formal notice is given of an intention to assume all of appoint an administrator or an application is made or petition is lodged or documents are filed with the obligations of such Party under this Agreement to which it court or its predecessor was a party by operation of Law or pursuant to an assumption agreement reasonably satisfactory administrator in relation to the other PartyObligor;
(ivf) an event occurs which under applicable laws has (in the Project is incapable reasonable opinion of or is not otherwise conveying the Payee) an analogous effect to any of the Showing Quantity events referred to in paragraphs (except where such inability is due c) to a force majeure event affecting (e) above;
(g) the Project which Guarantor or any Material Subsidiary: (1i) satisfies fails to make any payment by the requirements end of the definition “Force Majeure” under this Agreement and applicable grace period, if any, after the final scheduled payment date for such payment with respect to any indebtedness for borrowed money in an aggregate amount in excess of US$5,000,000; or (ii) excuses Project Owner’s performance under the terms indebtedness for borrowed money of the Provider Supply Agreement)Obligor, the Guarantor or any Material Subsidiary in an aggregate amount in excess of US$5,000,000 has been accelerated or otherwise declared due and payable, or required to be prepaid or redeemed (other than by regularly scheduled required prepayment) prior to the schedule maturity thereof as a result of a default with respect to such indebtedness;
(vh) [Reserved];
(vi) Provider’s Supply Agreement (1) has terminated, and Provider no longer has exclusive right to all of the Capacity Attributes comprising guarantee provided by the Showing Quantity from the Project, or (2) has been amended, modified, supplemented or otherwise varied resulting in or reasonably likely to result in Provider’s inability to perform the Showing Commitment Actions and/or Project’s inability to generate Capacity Attributes forming part of the Showing Quantity;
(vii) any asset of Provider, Project Owner or the Project that is material to Provider’s performance Guarantor under this Agreement is taken by or is subject to any attachment by any creditor of or claimant against Provider or the Project Owner, as applicable, not in full force and the attachment is not disposed of within sixty (60) days after its levyeffect; or
(viiii) a Party fails it becomes unlawful for the Obligor or the Guarantor to pay an amount due and such failure continues for ten (10) Business Days after Notice thereof is received by the Party failing to make such payment; orperform or comply with any of its obligations under this Agreement.
Appears in 1 contract
Samples: Reimbursement Agreement (Endeavour International Corp)
Early Termination Events. (a) CPE If (i) the Leased Premises shall be taken in its entirety by a Taking or (ii) all or a substantial portion of the Leased Premises shall be damaged or destroyed by a Casualty or any substantial portion of the Leased Premises shall be taken by a Taking and, in the case of (i) above, Tenant certifies and covenants to Landlord that it will abandon its operations at the Leased Premises for three (3) years following the date of the Taking or Casualty (except that no such certification and covenant shall be required if Tenant notifies Landlord that it is electing to make an offer to terminate this Lease for an Early Termination Amount equal to [INTENTIONALLY OMITTED]), as the case may be (each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as an "Early Termination Event"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice of the Tenant's offer to terminate this Lease (an "Early Termination Notice") in the form described in Paragraph 18(b). Notwithstanding anything in this Lease to the contrary, the provisions of this Paragraph 18(a) shall not be applicable if the Net Award received by Landlord is equal to or greater than [INTENTIONALLY OMITTED], it being agreed that Tenant shall have the right to terminate this Agreement prior provide funds in such amount as may be necessary to make the expiry of its Term upon the occurrence of any actual amount of the following (each Net Award received by Landlord as a “CPE Early Termination Event”):
(i) [Reserved.]
(ii) any material misrepresentation or omission in any metering (or submetering), RA Plans, Supply Plans or any report or Notice with regard to providing the Showing Quantity, or undue delay or withholding of such data, report or Notice, which misrepresentation, omission or undue delay or withholding is not cured within ten (10) Business Days of CPE’s written demand to Provider therefor;
(iii) Provider or Project Owner or operator intentionally or knowingly delivers, or attempts to provide Showing Quantity that is not produced by the Project;
(iv) [Reserved]; or
(v) Provider fails to performprovide to CPE any Proof result of the Showing Commitment Actions infor any Showing YearMonth during the Shown Term. as required by Section 3.3Casualty or Taking equal to [INTENTIONALLY OMITTED].
(b) Either Party will have the right to terminate this Agreement prior to the expiry of its Term upon the occurrence of any of the following (each a “Party Early Termination Event”, and collectively with the CPE Early Termination Events, the “Early Termination Events”):
(i) a Party, or Project Owner, applies for, consents to, or acquiesces in the appointment of a trustee, receiver or custodian of its assets (including for a substantial part of the Project), or the initiation of a bankruptcy, reorganization, debt arrangement, moratorium or any other proceeding under bankruptcy laws;
(ii) absent the consent or acquiescence of a Party, the appointment of a trustee, receiver or custodian of a Party’s or Project Owner’s assets (including for a substantial part of the Project), or the initiation of a bankruptcy, reorganization, debt arrangement, moratorium or any other proceeding under bankruptcy laws, which in either case, is not dismissed within sixty (60) days;
(iii) a Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to another entity and at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving, or transferring entity fails to assume all of the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of Law or pursuant to an assumption agreement reasonably satisfactory to the other Party;
(iv) the Project is incapable of or is not otherwise conveying any of the Showing Quantity (except where such inability is due to a force majeure event affecting the Project which (1) satisfies the requirements of the definition “Force Majeure” under this Agreement and (ii) excuses Project Owner’s performance under the terms of the Provider Supply Agreement);
(v) [Reserved];
(vi) Provider’s Supply Agreement (1) has terminated, and Provider no longer has exclusive right to all of the Capacity Attributes comprising the Showing Quantity from the Project, or (2) has been amended, modified, supplemented or otherwise varied resulting in or reasonably likely to result in Provider’s inability to perform the Showing Commitment Actions and/or Project’s inability to generate Capacity Attributes forming part of the Showing Quantity;
(vii) any asset of Provider, Project Owner or the Project that is material to Provider’s performance under this Agreement is taken by or is subject to any attachment by any creditor of or claimant against Provider or the Project Owner, as applicable, and the attachment is not disposed of within sixty (60) days after its levy; or
(viii) a Party fails to pay an amount due and such failure continues for ten (10) Business Days after Notice thereof is received by the Party failing to make such payment; or
Appears in 1 contract
Early Termination Events. (a) CPE will have the right to terminate this Agreement prior to the expiry of its Term upon the occurrence of If any of the following events has occurred and is continuing (each a an “CPE Early Termination Event”):), the Payee may give notice to the Payer and the Guarantor notifying the Payer and the Guarantor that the outstanding amounts due under this Agreement (together with accrued fees, costs and expenses) are immediately due and payable and declare that full payment in respect of each Letter of Credit and any outstanding Relevant Fees shall be provided by the Payer immediately and whereupon such amounts shall become immediately due and payable by the Payer:
(a) the Payer or the Guarantor does not pay on the due date any amount payable pursuant to this Agreement, unless its failure to pay is caused by administrative or technical error only and payment is made within five (5) Business Days of its due date;
(b) the Payer or the Guarantor defaults in the performance and observance of or compliance with any of its other obligations under Clause 12 (Covenants) applicable to it, and such default is incapable of remedy or, if in the reasonable determination of the Payee such default is capable of remedy, is not remedied within twenty five (25) calendar days following the date on which written notice specifying such default was delivered to the Payer or the Guarantor by the Payee;
(c) the Guarantor pursuant to or under the meaning of the Bankruptcy Law:
(i) [Reserved.]commences a voluntary case or proceeding;
(ii) consents to the entry of an order for relief against it in an involuntary case or proceeding or the commencement of any material misrepresentation or omission in any metering (or submetering), RA Plans, Supply Plans or any report or Notice with regard to providing the Showing Quantity, or undue delay or withholding of such data, report or Notice, which misrepresentation, omission or undue delay or withholding is not cured within ten (10) Business Days of CPE’s written demand to Provider thereforcase against it;
(iii) Provider consents to the appointment of a Custodian of it or Project Owner or operator intentionally or knowingly delivers, or attempts to provide Showing Quantity that is not produced by the Projectfor any substantial part of its property;
(iv) [Reserved]makes a general assignment for the benefit of its creditors;
(v) files a petition in bankruptcy or answer or consent seeking reorganisation or relief; or
(vvi) Provider fails consents to performprovide to CPE any Proof the filing of such a petition or the Showing Commitment Actions infor any Showing YearMonth during the Shown Term. as required appointment of or taking possession by Section 3.3a Custodian.
(bd) Either Party will have the right to terminate this Agreement prior to the expiry a court of its Term upon the occurrence of any of the following (each a “Party Early Termination Event”, and collectively with the CPE Early Termination Events, the “Early Termination Events”):competent jurisdiction enters an order or decree under U.S. Bankruptcy Law:
(i) a Party, for relief against the Guarantor in an involuntary case or Project Owner, applies for, consents to, or acquiesces in the appointment of a trustee, receiver or custodian of its assets (including for a substantial part of the Project), or the initiation of a bankruptcy, reorganization, debt arrangement, moratorium or any other proceeding under bankruptcy lawsproceeding;
(ii) absent the consent or acquiescence of appoints a Party, the appointment of a trustee, receiver or custodian of a Party’s or Project Owner’s assets (including for a substantial part Custodian in respect of the Project), or the initiation of a bankruptcy, reorganization, debt arrangement, moratorium or any other proceeding under bankruptcy laws, which in either case, is not dismissed within sixty (60) daysGuarantor;
(iii) orders the winding up or liquidation of the Guarantor, and the order or decree remains unstayed and in effect for 60 days.
(e) (i) an order is made by a Party consolidates competent court or amalgamates witha resolution is passed for the winding-up or dissolution of the Payer, or merges with or intosave for the purposes of amalgamation, or transfers all or substantially all of its assets to another entity and at the time of such merger, consolidation, amalgamation, merger reorganisation or transfer, other similar arrangement on terms previously approved in writing by the resulting, surviving, Payee; or transferring entity fails (ii) a formal notice is given of an intention to assume all of appoint an administrator or an application is made or petition is lodged or documents are filed with the obligations of such Party under this Agreement to which it court or its predecessor was a party by operation of Law or pursuant to an assumption agreement reasonably satisfactory administrator in relation to the other PartyPayer;
(ivf) an event occurs which under applicable laws has (in the Project is incapable reasonable opinion of or is not otherwise conveying the Payee) an analogous effect to any of the Showing Quantity events referred to in paragraphs (except where such inability is due c) to a force majeure event affecting (e) above;
(g) the Project which Guarantor or any Material Subsidiary: (1i) satisfies fails to make any payment by the requirements end of the definition “Force Majeure” under this Agreement and applicable grace period, if any, after the final scheduled payment date for such payment with respect to any indebtedness for borrowed money in an aggregate amount in excess of US$5,000,000; or (ii) excuses Project Owner’s performance under the terms indebtedness for borrowed money of the Provider Supply Agreement)Payer, the Guarantor or any Material Subsidiary in an aggregate amount in excess of US$5,000,000 has been accelerated or otherwise declared due and payable, or required to be prepaid or redeemed (other than by regularly scheduled required prepayment) prior to the schedule maturity thereof as a result of a default with respect to such indebtedness;
(vh) [Reserved];
(vi) Provider’s Supply Agreement (1) has terminated, and Provider no longer has exclusive right to all of the Capacity Attributes comprising guarantee provided by the Showing Quantity from the Project, or (2) has been amended, modified, supplemented or otherwise varied resulting in or reasonably likely to result in Provider’s inability to perform the Showing Commitment Actions and/or Project’s inability to generate Capacity Attributes forming part of the Showing Quantity;
(vii) any asset of Provider, Project Owner or the Project that is material to Provider’s performance Guarantor under this Agreement is taken by or is subject to any attachment by any creditor of or claimant against Provider or the Project Owner, as applicable, not in full force and the attachment is not disposed of within sixty (60) days after its levyeffect; or
(viiii) a Party fails it becomes unlawful for the Payer or the Guarantor to pay an amount due and such failure continues for ten (10) Business Days after Notice thereof is received by the Party failing to make such payment; orperform or comply with any of its obligations under this Agreement.
Appears in 1 contract
Samples: Loc Procurement Agreement (Endeavour International Corp)
Early Termination Events. If one or more of the following events (each, a "Early Termination Event") shall occur:
(a) CPE will a Reorganization Event shall occur and no opinion of tax counsel shall have the right to terminate this Agreement been delivered in accordance with Section 6.2(a) prior to the expiry date prescribed therein (in which case, an Early Termination Event shall occur on the first Trading Day preceding the effective date of its Term upon such Reorganization Event);
(b) a Distribution Event shall occur in respect of which the occurrence of any distribution to be made to holders of the following Common Stock (each or the affected Reference Securities, as the case may be) includes property other than cash, and (i) the distribution includes any Non-Transferable Exchangeable Securities that require payment as a “CPE condition to their conversion, exercise or exchange, or (ii) no opinion of tax counsel shall have been delivered in accordance with Section 6.4(b)(i) prior to the date prescribed therein (in which case, an Early Termination Event shall occur on the first Trading Day preceding the ex-dividend date in respect of such Distribution Event”):); or
(c) an adjustment to the composition of the Reference Property is to occur pursuant to the terms of this agreement, and the Calculation Agent determines that immediately after giving effect to such adjustment, the Reference Property would no longer include any Marketable Equity Security (in which case, if the adjustment results from a Distribution Event, an Early Termination Event shall occur on the first Trading Day preceding the ex-dividend date in respect of such Distribution Event, and if the adjustment results from a Reorganization Event, an Early Termination Event shall occur on the first Trading Day preceding the effective date of such Reorganization Event); provided, however, that this Section 7.3(c) shall not apply to a Cash Merger in respect of which the Cash Consideration Percentage is 100%. then an "Acceleration Date" shall occur on the day on which such Early Termination Event occurs, and Seller shall become obligated to deliver to Purchaser an amount of Reference Property with an aggregate Current Value (as of the Acceleration Date) equal to the product of
(i) [Reserved.]
the Early Termination Rate determined pursuant to Section 7.4 as of the Acceleration Date, (ii) any material misrepresentation or omission in any metering (or submetering)the Current Value of the Reference Property Per SAILS as of the Acceleration Date, RA Plans, Supply Plans or any report or Notice with regard to providing the Showing Quantity, or undue delay or withholding of such data, report or Notice, which misrepresentation, omission or undue delay or withholding is not cured within ten (10) Business Days of CPE’s written demand to Provider therefor;
and (iii) Provider or Project Owner or operator intentionally or knowingly deliversthe SAILS Base Amount. The Reference Property to be delivered pursuant to this Section 7.3 shall be allocated on a pro rata basis among the Common Stock, or attempts to provide Showing Quantity that is not produced by securities, cash and/or other property constituting the Project;
(iv) [Reserved]; or
(v) Provider fails to performprovide to CPE any Proof of the Showing Commitment Actions infor any Showing YearMonth during the Shown TermReference Property. As promptly as required by Section 3.3.
(b) Either Party will have the right to terminate this Agreement prior to the expiry of its Term upon the occurrence of any of the reasonably practicable following (each a “Party an Early Termination Event”, the Calculation Agent shall deliver to Seller and the Collateral Agent a notice specifying the amount of Reference Property required to be delivered by Seller, and collectively with the CPE Early Termination Events, the “Early Termination Events”):
(i) a Party, or Project Owner, applies for, consents to, or acquiesces in the appointment of a trustee, receiver or custodian of its assets (including for a substantial part of the Project), or the initiation of a bankruptcy, reorganization, debt arrangement, moratorium or any other proceeding under bankruptcy laws;
(ii) absent the consent or acquiescence of a Party, the appointment of a trustee, receiver or custodian of a Party’s or Project Owner’s assets (including for a substantial part of the Project), or the initiation of a bankruptcy, reorganization, debt arrangement, moratorium or any other proceeding under bankruptcy laws, which in either case, is not dismissed Seller shall deliver such Reference Property within sixty (60) days;
(iii) a Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to another entity and at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving, or transferring entity fails to assume all of the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of Law or pursuant to an assumption agreement reasonably satisfactory to the other Party;
(iv) the Project is incapable of or is not otherwise conveying any of the Showing Quantity (except where such inability is due to a force majeure event affecting the Project which (1) satisfies the requirements of the definition “Force Majeure” under this Agreement and (ii) excuses Project Owner’s performance under the terms of the Provider Supply Agreement);
(v) [Reserved];
(vi) Provider’s Supply Agreement (1) has terminated, and Provider no longer has exclusive right to all of the Capacity Attributes comprising the Showing Quantity from the Project, or (2) has been amended, modified, supplemented or otherwise varied resulting in or reasonably likely to result in Provider’s inability to perform the Showing Commitment Actions and/or Project’s inability to generate Capacity Attributes forming part of the Showing Quantity;
(vii) any asset of Provider, Project Owner or the Project that is material to Provider’s performance under this Agreement is taken by or is subject to any attachment by any creditor of or claimant against Provider or the Project Owner, as applicable, and the attachment is not disposed of within sixty (60) days after its levy; or
(viii) a Party fails to pay an amount due and such failure continues for ten (10) two Business Days after Notice thereof is received by the Party failing to make receipt of such payment; ornotice.
Appears in 1 contract
Samples: Forward Purchase Agreement (STT Communications LTD)
