Common use of Events of Default by Seller Clause in Contracts

Events of Default by Seller. In addition to the Events of Default described in Section 9.1, it shall constitute an Event of Default by Seller hereunder if: Taking of Facility Assets. Any asset of Seller that is material to the construction, operation or maintenance of the Facility or the performance of its obligations hereunder is taken upon execution or by other process of law directed against Seller, or any such asset is taken upon or subject to any attachment by any creditor of or claimant against Seller (other than, in each case, by a Lender upon a default by Seller with respect to the Financing for the Facility) and such attachment is not disposed of within sixty (60) days after such attachment is levied; or Failure to Maintain Credit Support. The failure of Seller to provide, maintain and/or replenish the Development Period Security or the Operating Period Security as required pursuant to Article 6 of this Agreement, and such failure continues for more than five (5) Business Days after Buyer has provided written notice thereof to Seller; or Energy Output. The failure of the Facility to produce Energy for twenty-four (24) consecutive months during the Services Term for any reason, including due in whole or in part to a Force Majeure; or Failure to Satisfy ISO-NE or Interconnection Tariff Obligations. The failure of Seller to satisfy, or cause to be satisfied (other than by Buyer), any material obligation under the Interconnection Tariff, or the ISO-NE Rules or ISO-NE Practices or any other material obligation with respect to ISO-NE, and such failure has a material adverse effect on the Facility or Seller’s ability to perform its obligations under this Agreement or on Buyer or Buyer’s ability to receive the benefits under this Agreement, provided that if Seller’s failure to satisfy any material obligation under the ISO-NE Rules or ISO-NE Practices does not have a material adverse effect on Buyer or Buyer’s ability to receive the benefits under this Agreement, Seller may cure such failure within thirty (30) days of its occurrence; or Failure to Meet Critical Milestones. The failure of Seller to satisfy any Critical Milestone by the date set forth therefor in Section 3.1(a), as the same may be extended in accordance with Section 3.1(c); or Eligible Technology. The failure of the Facility at any time to use an Eligible Technology to produce all of the Energy and RECs; or

Events of Default by Seller. In addition to The occurrence of any of the Events of Default described in Section 9.1, it following shall constitute an Event of Default by Seller: if at any time during the Term, Seller hereunder if: Taking of Facility Assets. Any asset of Seller that is material delivers or attempts to deliver to the constructionPoint of Interconnection for sale under this Agreement electric energy that was not generated by the Facility; if at any time subsequent to the Commercial Operations Date, operation or maintenance the Availability Factor is less than 84% for each of three consecutive Contract Years; if at any time subsequent to the Commercial Operations Date, the Measured Performance Ratio for each of three consecutive Contract Years falls below the Tier 2 Bandwidth for such Contract Year; if at any time subsequent to the Commercial Operations Date, the Facility is unavailable to provide electric energy in response to Company Dispatch for a period of three hundred sixty-five (365) or more consecutive Days; if at any time during the performance Term, Seller fails to satisfy the Credit Assurance and Security requirements agreed to pursuant to Article 14 (Credit Assurance and Security) of its obligations hereunder is taken upon execution or by other process this Agreement; if at any time during the Term, Seller fails to comply with the requirements of law directed against Seller, or any such asset is taken upon or subject to any attachment by any creditor Section 19.1 (Sale of or claimant against Seller (other than, in each case, by a Lender upon a default by Seller with respect to the Financing for the Facility) and such attachment is not disposed Attachment P (Sale of Facility by Seller); if at any time during the Term, the Facility Lender declares a default under the Financing Documents and then fails to initiate, within sixty (60) days after Days thereafter, such attachment is levied; or Failure actions as may be legally necessary (such as foreclosure) to Maintain Credit Support. The failure of Seller to provide, maintain and/or replenish the Development Period Security or the Operating Period Security as required pursuant to Article 6 of this Agreement, and such failure continues for more than five (5) Business Days after Buyer has provided written notice thereof to Seller; or Energy Output. The failure take possession of the Facility and to produce Energy for twenty-four (24) consecutive months during the Services Term for any reason, including due in whole or in part thereafter diligently prosecute such actions to a Force Majeureconclusion; or Failure if at any time subsequent to Satisfy ISO-NE or Interconnection Tariff Obligations. The failure of the Commercial Operations Date, Seller fails to satisfyinstall, operate, maintain, or cause to be satisfied (other than by Buyer), any material obligation under repair the Interconnection Tariff, or the ISO-NE Rules or ISO-NE Facility in accordance with Good Engineering and Operating Practices or any other material obligation with respect to ISO-NE, and if such failure has a material adverse effect on the Facility or Seller’s ability to perform its obligations under this Agreement or on Buyer or Buyer’s ability to receive the benefits under this Agreement, provided that if Seller’s failure to satisfy any material obligation under the ISO-NE Rules or ISO-NE Practices does is not have a material adverse effect on Buyer or Buyer’s ability to receive the benefits under this Agreement, Seller may cure such failure cured within thirty (30) days Days after written notice of` such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to cure such failure, in which case Seller shall have a cure period of its occurrence; or Failure to Meet Critical Milestonesone hundred eighty (180) Days after Company's written notice of such failure. The failure of Seller to satisfy any Critical Milestone by the date set forth therefor in Section 3.1(a)[DRAFTING NOTE FOR MECO: IF PROJECT IS LOCATED AT MECO'S WAENA SITE, as the same may be extended in accordance with Section 3.1(c); or Eligible Technology. The failure of the Facility at any time to use an Eligible Technology to produce all of the Energy and RECs; orPPA IS TO BE CROSS-DEFAULTED TO GROUND LEASE.]

Events of Default by Seller. In addition to The occurrence of any of the Events of Default described in Section 9.1, it following shall constitute an Event of Default by Seller hereunder ifSeller: Taking of Facility Assets. Any asset of Seller that is material Subsequent to the constructionCommercial Operations Date, operation Seller procures, provides or maintenance substitutes Energy Storage Services from any source other than the Facility; Seller sells, assigns, or otherwise transfers, or commits to sell, assign, or otherwise transfer, any portion or component of the Facility Energy Storage Services (e.g., Discharge Energy), or the performance of its obligations hereunder is taken upon execution or by other process of law directed against Selleravailability thereof, or any such asset is taken upon or subject to any attachment by any creditor of or claimant against Seller (party other than, in each case, by a Lender upon a default by Seller with respect than Company; Subsequent to the Financing Commercial Operations Date, Seller fails to demonstrate satisfaction of the Capacity Performance Metric prior to the expiration of the Capacity Cure Period; Subsequent to the Commercial Operations Date, Seller fails to achieve an Annual EAF of not less than 75% for any Measurement Period as provided in Section 4.4(b) (Annual Equivalent Availability Factor Termination Rights); Subsequent to the Commercial Operations Date, Seller fails to maintain an Annual EFOF of less than 7.0% for any Measurement Periods as provided in Section 4.5(b) (Annual Equivalent Forced Outage Factor Termination Rights); Seller fails to satisfy the requirements specified in Article 14 (Credit Assurance and Security) of this Agreement; Seller fails to comply with the requirements of Section 15.1 (Sale of the Facility) and such attachment is not disposed Attachment P (Sale of Facility by Seller); During the Term, the Facility Lender declares a default under the Financing Documents and then fails to initiate, within sixty (60) days after Days thereafter, such attachment is levied; or Failure actions as may be legally necessary (such as foreclosure) to Maintain Credit Support. The failure of Seller to provide, maintain and/or replenish the Development Period Security or the Operating Period Security as required pursuant to Article 6 of this Agreement, and such failure continues for more than five (5) Business Days after Buyer has provided written notice thereof to Seller; or Energy Output. The failure take possession of the Facility and to produce thereafter diligently prosecute such actions to conclusion; Seller fails to comply with the Charging Energy obligations under Article 8 (Charging Energy Obligations); Subsequent to the Commercial Operations Date, the Facility is unavailable to provide the Energy Storage Services to Company in response to Company Dispatch/Charge pursuant to the terms and conditions of this Agreement for twentya period of three hundred sixty-four five (24365) or more consecutive months during the Services Term for any reason, including due in whole or in part to a Force MajeureDays; or Failure Subsequent to Satisfy ISO-NE or Interconnection Tariff Obligations. The failure of the Commercial Operations Date, Seller fails to satisfyoperate, maintain, or cause to be satisfied (other than by Buyer), any material obligation under repair the Interconnection Tariff, or the ISO-NE Rules or ISO-NE Facility in accordance with Good Engineering and Operating Practices or any other material obligation with respect to ISO-NE, and if such failure has a material adverse effect on the Facility or Seller’s ability to perform its obligations under this Agreement or on Buyer or Buyer’s ability to receive the benefits under this Agreement, provided that if Seller’s failure to satisfy any material obligation under the ISO-NE Rules or ISO-NE Practices does is not have a material adverse effect on Buyer or Buyer’s ability to receive the benefits under this Agreement, Seller may cure such failure cured within thirty (30) days Days after written notice of its occurrence; or Failure such failure from Company unless such failure cannot be cured within said thirty (30) Day period and Seller is making commercially reasonable efforts to Meet Critical Milestones. The failure cure such failure, in which case Seller shall have a cure period of Seller to satisfy any Critical Milestone by the date set forth therefor in Section 3.1(a), as the same may be extended in accordance with Section 3.1(c); or Eligible Technology. The failure one hundred eighty (180) Days after Company’s written notice of the Facility at any time to use an Eligible Technology to produce all of the Energy and RECs; orsuch failure.

Events of Default by Seller. In addition Seller shall be in default under this Agreement upon the occurrence of any of the following events (each a "Seller Event of Default"): Seller fails to achieve or cause to be achieved the following Milestones for the Project by the applicable date specified in this Agreement: (i) SPG Staging, Erection and Assembly or (ii) Substantial Completion by the Substantial Completion Deadline; Seller fails to diligently proceed with implementing the Recovery Schedule or fails to timely provide Buyer the Recovery Schedule; Seller contravenes any Applicable Law or Applicable Permit such that the ability of Seller or any Contractor to perform the Work in accordance with this Agreement is hindered or the Project is adversely affected, except to the Events of Default described in Section 9.1, it shall constitute an extent such violation is directly and solely caused by a Buyer Event of Default Default; Seller fails to make any payment of any amount when due (other than amounts disputed in good faith) as required to be made by Seller hereunder if: Taking to Buyer hereunder, which failure continues for fifteen (15) days after notice of Facility Assets. Any asset such non-payment, including fails to make prompt payments (which is defined as within fifteen (15) Business Days of receipt from Buyer) of undisputed amounts when due to Contractors for Labor, materials, or equipment; Seller that is material to the construction, operation or maintenance suspends performance of the Facility or the performance of its obligations hereunder is taken upon execution or by other process of law directed against SellerWork, or any part thereof, or abandons the Project and in any such asset is taken upon case Seller does not cure its noncompliance therewith within three (3) days after notice from Buyer thereof; Seller fails to maintain the Insurance or subject indemnify a Buyer Indemnitee as required by this Agreement; Seller assigns or transfers this Agreement or any right or interest herein except as expressly permitted otherwise in this Agreement; Seller becomes insolvent, or generally does not pay its Debts as they become due, or admits in writing its inability to any attachment by any creditor of pay its Debts, or claimant against Seller (other than, in each case, by a Lender upon a default by Seller with respect to the Financing makes an assignment for the Facility) benefit of creditors or insolvency, receivership, reorganization or bankruptcy proceedings are commenced by Seller; and such attachment is proceedings are not disposed of terminated, stayed or dismissed within sixty (60) days after the commencement thereof; If any representation or warranty made by Seller in this Agreement is untrue or misleading when made, deemed made or repeated; Seller fails to perform any other provision of this Agreement such attachment is levied; or Failure that it would not be able to Maintain Credit Support. The failure of Seller deliver to provide, maintain and/or replenish Buyer the Development Period Security or Project conforming in all respects with the Operating Period Security as required pursuant to Article 6 requirements of this Agreement, and such failure continues for more than five (5) Business Days after Buyer has provided written notice thereof to Seller; or Energy Output. The failure of the Facility Seller fails to produce Energy for twenty-four (24) consecutive months during the Services Term for any reason, including due in whole or in part to a Force Majeure; or Failure to Satisfy ISO-NE or Interconnection Tariff Obligations. The failure of Seller to satisfy, or cause to be satisfied (other than by Buyer), any material obligation under the Interconnection Tariff, or the ISO-NE Rules or ISO-NE Practices or perform any other material obligation with respect to ISO-NEnot otherwise set forth above, and such failure has a material adverse effect on the Facility or Seller’s ability to perform its obligations under this Agreement or on Buyer or Buyer’s ability to receive the benefits under this Agreement, provided that if Seller’s failure to satisfy any material obligation under the ISO-NE Rules or ISO-NE Practices does not have a material adverse effect on Buyer or Buyer’s ability to receive the benefits under this Agreement, Seller may cure such failure cured within thirty (30) days of its occurrence; or Failure days' notice from Buyer to Meet Critical Milestones. The failure of Seller to satisfy any Critical Milestone by the date set forth therefor in Section 3.1(a), as the same may be extended in accordance with Section 3.1(c); or Eligible Technology. The failure of the Facility at any time to use an Eligible Technology to produce all of the Energy and RECs; orSeller.

Events of Default by Seller. In addition to the Events of Default described in Section 9.1, it shall constitute an Event of Default by Seller hereunder if: Taking of Facility Assets. Any asset of Seller that is material to the construction, operation or maintenance of the Facility or the performance of its obligations hereunder is taken upon execution or by other process of law directed against Seller, or any such asset is taken upon or subject to any attachment by any creditor of or claimant against Seller (other than, in each case, by a Lender upon a default by Seller with respect to the Financing for the Facility) and such attachment is not disposed of within sixty (60) days after such attachment is levied; or Failure to Maintain Credit Support. The failure of Seller to provide, maintain and/or replenish the Development Period Security or the Operating Period Security as required pursuant to Article 6 of this Agreement, and such failure continues for more than five (5) Business Days after Buyer has provided written notice thereof to Seller; or Energy Output. The failure of the Facility to produce Energy for twenty-four (24) consecutive months during the Services Term for any reason, including due in whole or in part to a Force Majeure; or Failure to Satisfy ISO-NE or Interconnection Tariff Obligations. The failure of Seller to satisfy, or cause to be satisfied (other than by Buyer), any material obligation under the Interconnection Tariff, or the ISO-NE Rules or ISO-NE Practices or any other material obligation with respect to ISO-NE, and such failure has a material adverse effect on the Facility or Seller’s ability to perform its obligations under this Agreement or on Buyer or Buyer’s ability to receive the benefits under this Agreement, provided that if Seller’s failure to satisfy any material obligation under the ISO-NE Rules or ISO-NE Practices does not have a material adverse effect on Buyer or Buyer’s ability to receive the benefits under this Agreement, Seller may cure such failure within thirty (30) days of its occurrence; or Failure to Meet Critical Milestones. The failure of Seller to satisfy any Critical Milestone by the date set forth therefor in Section 3.1(a), as the same may be extended in accordance with Section 3.1(c); or Eligible Technology. The failure of the Facility at any time to use an Eligible Technology to produce all of the Energy and RECs; or.