EVENTS OF DEFAULT AND EARLY TERMINATION. 15 9.1 Event of Default 15 9.2 Seller Event of Default 16 9.3 Early Termination 16 9.4 Calculation of Settlement Amount 16
EVENTS OF DEFAULT AND EARLY TERMINATION. 16 9.1 Event of Default 16 9.2 Seller Event of Default 16 9.3 Early Termination 16 9.4 Calculation of Settlement Amount 17 9.5 Notice of Payment of Termination Payment 17 9.6 Disputes with Respect to Termination Payment 17 9.7 Rights and Remedies are Cumulative 17 ARTICLE 10: LIMITATION OF LIABILITY, INDEMNIFICATION AND AUDIT RIGHTS 17 10.1 Limitation of Liability 17 10.2 Indemnification 18 10.3 Audit 18 ARTICLE 11 CONFIDENTIALITY 18 11.1 Confidential Information 18 ARTICLE 12: GOVERNING LAW / WAIVER OF IMMUNITIES 19 12.1 Governing Law 19 12.2 Waiver of Immunities 19 ARTICLE 13: DISPUTE RESOLUTION 19 13.1 Waiver of Right to Jury Trial 19 13.2 Intent of the Parties 19 13.3 Management Negotiations 19 13.4 Mediation; Arbitration 20 13.5 Settlement Discussions 20 ARTICLE 14: NOTICES 20 14.1 Process 20 ARTICLE 15: MISCELLANEOUS 21 15.1 Recordings 21 15.2 Safe Harbor 21 15.3 Further Assurances and Cooperation 22 15.4 Counterparts 22 15.5 Assignment 22 15.6 Amendment 22 15.7 Independent Parties; No Third Party Beneficiaries 22 15.8 Severability and Waiver of Provisions 22 15.9 Miscellaneous 22 SIGNATURES 23 CREDIT SUPPORT ADDENDUM Attachment I – Letter of Credit Form Attachment II – Drawing Certificate EXHIBIT A –Form of Offset Credit Confirmation This Master Allowance/Offset Credit Purchase Agreement (“Master Agreement”; collectively with the [Credit Support Addendum], all written attachments, addenda and supplements, and Confirmations the “Agreement”) is entered into as of the Execution Date by and between San Diego Gas & Electric Company, a California corporation (“SDG&E” or “Party A” or “Buyer”) and [_______________], a _____________ (“Party B”); collectively with Party A the “Parties” and individually a “Party”, with reference to the following:
EVENTS OF DEFAULT AND EARLY TERMINATION. 5.1 The occurrence at any time with respect to the Counterparty of any of the following events constitutes an event of default (an “Event of Default”):
(a) the Counterparty fails to make, when due, any payment or delivery required to be made by it under this Agreement;
(b) the Counterparty fails to comply with or perform any obligation under this or any other agreement with the Bank, including any Credit Support Document (other than the obligation to make a payment or delivery in this Agreement as described in sub- Clause (a) above);
(c) any Event of Default (as defined in the Service Agreement) occurs;
(d) the Counterparty (i) dies, (ii) in the reasonable judgement of the Bank, becomes incapable in law of managing its affairs (whether by reason of mental incapacity or for any other reason whatsoever) or has a conservator appointed to oversee his affairs, (iii) becomes bankrupt, (iv) is dissolved (v) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (vi) makes a general arrangement or composition with or for the benefit of its creditors; (vii) institutes or has instituted against it any voluntary or involuntary proceeding seeking relief under any insolvency or other law affecting creditors’ rights or a petition is presented for its winding-up or liquidation and such proceeding or petition (A) results in a judgment of insolvency, a winding-up order or the entry of an order for relief or (B) is not dismissed, discharged, stayed or restrained in each case within five days of the institution or petition thereof; (viii) has a resolution passed for its winding-up, judicial management or liquidation, (ix) seeks or becomes subject to the appointment of an administrator, judicial manager, liquidator, receiver, trustee or other similar official for it or for all or substantially all of its assets; (x) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within five days thereafter (xi) causes or is subject to any event with respect to it which, under Deutsche Bank Master Agreement for Foreign Exchange Trading and Derivatives Transactions the applicable laws of any jurisdiction, ...
EVENTS OF DEFAULT AND EARLY TERMINATION. 5.01 Events of Default 12 5.02 Early Termination by the Purchaser 13 5.03 Calculation of Termination Payment 13 5.04 Surety Bond 14 5.05 The Purchaser's Failure to Accept Delivery 15
EVENTS OF DEFAULT AND EARLY TERMINATION. 5.01 Events of Default 13 5.02 Early Termination by the Purchaser 14 5.03 Calculation of Termination Payment 14 5.04 Surety Bond 15 5.05 The Purchaser's Failure to Accept Delivery 17 6.01 Events of Change 17 6.02 Accelerated Termination 18 6.03 Payments on Accelerated Termination 18 7.01 Notice 19 7.02 Interest on Overdue Amounts 20 7.03 Governing Law 20 7.04 Severability 20 7.05 Currency 20 7.06 The Purchaser Not an Agent 20 7.07 Benefit of the Agreement 20 7.08 Assignment and Transfer 20 7.09 Entire Agreement 21 7.10 Amendments 21 7.11 No Waivers, Remedies 21 7.12 Time of the Essence 21 7.13 Counterparts 21 7.14 Margin Agreement 21 7.15 Intent 21 7.16 Disclosure of Information 21 Annex 1 Annex 2 Exhibit A - Form of Surety Bond Written Notice Exhibit B - Form of Surety Bond This NATURAL GAS INVENTORY FORWARD SALE CONTRACT is entered into as of December ___, 2000, by and between Enron North America Corp., a corporation incorporated under the laws of the State of Delaware and having its principal place of business in Houston, Texas (hereinafter referred to as the "Seller"), and Mahonia Natural Gas Limited, a company incorporated under the laws of Jersey and having its registered office at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx (hereinafter, together with its permitted assignees, referred to as the "Purchaser").
EVENTS OF DEFAULT AND EARLY TERMINATION. If at any time any of the following events occurs, in relation to either party, such event shall constitute an event of default(“Event of Default”) in relation to that party (the “Defaulting Party”):
EVENTS OF DEFAULT AND EARLY TERMINATION. Event of Default. Each of the following is an “Event of Default” with respect to a Party (such Party is the “Defaulting Party”): a Party fails to make when due any payment required hereunder, if such failure is not remedied within ten (10) Business Days after Notice of such failure given by the other Party; any representation, warranty, or covenant made herein by a Party is not true and complete in any material respect, if such failure is not remedied within five (5) Business Days after Notice of such failure is given by the other Party;
EVENTS OF DEFAULT AND EARLY TERMINATION. 15 9.1 Event of Default 15 9.2 Seller Event of Default 16 9.3 Early Termination 16 9.4 Calculation of Settlement Amount 16 9.5 Notice of Payment of Termination Payment 17 9.6 Disputes with Respect to Termination Payment 17 9.7 Rights and Remedies are Cumulative 17 ARTICLE 10: LIMITATION OF LIABILITY, INDEMNIFICATION AND AUDIT RIGHTS 17 10.1 Limitation of Liability 17 10.2 Indemnification 17 10.3 Audit 18 ARTICLE 11 CONFIDENTIALITY 18 11.1 Confidential Information 18 ARTICLE 12: GOVERNING LAW / WAIVER OF IMMUNITIES 18 12.1 Governing Law 18 12.2 Waiver of Immunities 18 ARTICLE 13: DISPUTE RESOLUTION 19 13.1 Waiver of Right to Jury Trial 19 13.2 Intent of the Parties 19 13.3 Management Negotiations 19 13.4 Mediation; Arbitration 19
EVENTS OF DEFAULT AND EARLY TERMINATION. 5.1 The occurrence at any time with respect to the Counterparty of any of the following events constitutes an event of default (an “Event of Default”):
(a) the Counterparty fails to make, when due, any payment or delivery required to be made by it under this Agreement;
(b) the Counterparty fails to comply with or perform any obligation under this or any other agreement with the Bank, including any Credit Support Document (other than the obligation to make a payment or delivery in this Agreement as described in sub- Clause (a) above);
(c) any Event of Default (as defined in the Service Agreement) occurs;
(d) the Counterparty (i) dies, (ii) in the reasonable judgement of the Bank, becomes incapable in law of managing its affairs (whether by reason of mental incapacity or for any other reason whatsoever) or has a conservator appointed to oversee his affairs, (iii) becomes bankrupt,
EVENTS OF DEFAULT AND EARLY TERMINATION
