Common use of Events of Default by Seller Clause in Contracts

Events of Default by Seller. Seller shall be in defa happening or occurrence of any of the following events or c "Event of Default" for purposes of this Agreement: a. Seller breaches or fails to observe or perform under this Agreement, other than the obligations described i within thirty (30) days after written notice from EKPC specifying the nature of such breach or failure, Seller either cures such breach or failure or, if such cure cannot reasonably be effected by the payment of money and cannot reasonably be completed within thirty (30) days, commences such cure during the initial thirty (30) day period and thereafter diligently pursues such cure during such additional period of time as is reasonably necessary to cure such breach or failure. b. Seller is dissolved, or Seller's existence is terminated or its business is discontinued, unless this Agreement is assigned to a successor pursuant to Article XI. c. Seller fails to pay, when due, any amount due hereunder, and such failure continues for a period of seven (7) business days following the receipt by Seller of a written notice of such failure from EKPC. d. Any representation or warranty of Seller set forth in this Agreement was false or misleading in any material respect when made, unless: (i) the fact, circumstance or condition that is the subject of such representation or warranty is made true within thirty (30) days after EKPC has given notice thereof to Seller; provided, however, that if the fact, circumstance or condition that is the subject of such representation or warranty cannot be corrected within such thirty (30) day period and if Seller commences to correct the fact, circumstance or condition that is the subject of such representation during the initial thirty (30) day period, and thereafter proceeds with all due diligence, to correct the fact, circumstance or condition that is the subject of such representation or warranty, such period shall be extended for such further period as shall be reasonably necessary for Seller to correct the same with all due diligence; and (ii) such cure removes any adverse effect on EKPC of such fact, circumstance or condition being otherwise than as first represented, or such fact, circumstance or condition being otherwise than as first represented does not materially adversely affect EKPC. e. Seller shall: (i) file a voluntary petition in bankruptcy or file a voluntary petition or otherwise commence any action or proceeding seeking reorganization, liquidation, arrangement or readjustment of its debts or for any other relief under any Bankruptcy Law, or consent to, approve of, or acquiesce in, any such petition, action or proceeding; (ii) apply for or acquiesce in the appointment of a receiver, liquidator, sequestrator, custodian, trustee or similar officer for it or for all or any part of its property; (iii) make an assignment of this Agreement for the benefit of creditors; or (iv) be insolvent or be unable generally to pay its debts as they become due. f. A proceeding or case is commenced, without the application or consent of Seller in any court of competent jurisdiction, seeking: (i) the liquidation, reorganization, dissolution, winding-up, or composition or adjustment of debts of Seller; (ii) the appointment of a trustee, receiver, custodian, liquidator or the like, of Seller or of all or any substantial part of its assets; or ving or orderingKaEnNy ToUf CthKeYforegoinga periPoUdBoLfICnSinEeRtyVIC(9E0)CODMayMsISfSroIOmN h order, judgmLienndtaoCr .dBecrirdewe.ell Executive Director uant (iii) similar relief in respect of Seller under any bankruptcy law, and such proceeding or case shall continue un-dismissed, or an order, judgment or decree appro shall be entered and continue un-stayed and in effect, for commencement of such proceeding or case or the date of suc to Section 3.01(b)(i) lapses or g. Any letter of credit provided by Seller purs defaults. h. Seller shall sell, assign, transfer or otherwise divert to a third party all or any portion of the power produced from the Qualifying Facility. i. Seller shall relinquish all possession and control of the Qualifying Facility, except for as permitted pursuant to Article XI or to a contractor of Seller in accordance with Good Utility Practice, if such relinquishment of possession and control is not cured within thirty (30) days following the receipt by Seller of a written notice thereof from EKPC. j. Seller makes an assignment of this Agreement in violation of Article XI.

Events of Default by Seller. Seller shall be in defa default under this Agreement upon the happening or occurrence of any of the following events or c conditions, each of which shall be an "Event of Default" for purposes of this Agreement: a. Seller breaches or fails to observe or perform any of Seller's material obligations under this Agreement, other than the obligations described i in Section 9.02(c), (g) and (i), unless within thirty (30) days after written notice from EKPC specifying the nature of such breach or failure, Seller either cures such breach or failure or, if such cure cannot reasonably be effected by the payment of money and cannot reasonably be completed within thirty (30) days, commences such cure during the initial thirty (30) day period and thereafter diligently pursues such cure during such additional period of time as is reasonably necessary to cure such breach or failure. b. Seller is dissolved, or Seller's existence is terminated or its business is discontinued, unless this Agreement is assigned to a successor pursuant to Article XI. c. Seller fails to pay, when due, any amount due hereunder, and such failure continues for a period of seven (7) business days following the receipt by Seller of a written notice of such failure from EKPC. d. Any representation or warranty of Seller set forth in this Agreement was false or misleading in any material respect when made, unless: (i) the fact, circumstance or condition that is the subject of such representation or warranty is made true within thirty (30) days after EKPC has given notice thereof to Seller; provided, however, that if the fact, circumstance or condition that is the subject of such representation or warranty cannot be corrected within such thirty (30) day period and if Seller commences to correct the fact, circumstance or condition that is the subject of such representation during the initial thirty (30) day period, and thereafter proceeds with all due diligence, to correct the fact, circumstance or condition that is the subject of such representation or warranty, such period shall be extended for such further period as shall be reasonably necessary for Seller to correct the same with all due diligence; and (ii) such cure removes any adverse effect on EKPC of such fact, circumstance or condition being otherwise than as first represented, or such fact, circumstance or condition being otherwise than as first represented does not materially adversely affect EKPC.. KENTUCKY he appPlUicBaLtiIoCnSoErRcVoInCsEenCt OofMSMeIlSleSrIOinN dation, reorgLainndizaatCio. nB,riddwisesolllution, Executive Directorr; (r a w, a ing e. Seller shall: (i) file a voluntary petition in bankruptcy or file a voluntary petition or otherwise commence any action or proceeding seeking reorganization, liquidation, arrangement or readjustment of its debts or for any other relief under any Bankruptcy Law, or consent to, approve of, or acquiesce in, any such petition, action or proceeding; (ii) apply for or acquiesce in the appointment of a receiver, liquidator, sequestrator, custodian, trustee or similar officer for it or for all or any part of its property; (iii) make an assignment of this Agreement for the benefit of creditors; or (iv) be insolvent or be unable generally to pay its debts as they become due. . f. A proceeding or case is commenced, without the application or consent of Seller in t any court of competent jurisdiction, seeking: (i) the liquidation, reorganization, dissolution, liqui winding-up, or composition or adjustment of debts of Seller; (ii) the appointment of a trustee, Selle receiver, custodian, liquidator or the like, of Seller or of all or any substantial part of its assets; or ving or orderingKaEnNy ToUf CthKeYforegoinga periPoUdBoLfICnSinEeRtyVIC(9E0)CODMayMsISfSroIOmN h order, judgmLienndtaoCr .dBecrirdewe.ell Executive Director uant (iii) similar relief in respect of Seller under any bankruptcy law, and such proceeding or case shall continue un-dismissed, or an order, judgment or decree appro shall be entered and continue un-stayed and in effect, for commencement of such proceeding or case or the date of suc to Section 3.01(b)(i) lapses or g. Any letter of credit provided by Seller purs defaults. h. Seller shall sell, assign, transfer or otherwise divert to a third party all or any portion of the power produced from the Qualifying Facility. i. Seller shall relinquish all possession and control of the Qualifying Facility, except for as permitted pursuant to Article XI or to a contractor of Seller in accordance with Good Utility Practice, if such relinquishment of possession and control is not cured within thirty (30) days following the receipt by Seller of a written notice thereof from EKPC. j. Seller makes an assignment of this Agreement in violation of Article XI.o

Events of Default by Seller. Seller shall be in defa happening or default under this Agreement upon the occurrence of any of the following events or c (each a "Seller Event of Default" for purposes of this Agreement: a. Seller breaches or fails to observe or perform under this Agreement, other than the obligations described i within thirty (30) days after written notice from EKPC specifying the nature of such breach or failure, Seller either cures such breach or failure or, if such cure cannot reasonably be effected by the payment of money and cannot reasonably be completed within thirty (30) days, commences such cure during the initial thirty (30) day period and thereafter diligently pursues such cure during such additional period of time as is reasonably necessary to cure such breach or failure. b. Seller is dissolved, or Seller's existence is terminated or its business is discontinued, unless this Agreement is assigned to a successor pursuant to Article XI. c. "): Seller fails to pay, when due, any amount due hereunder, and such failure continues achieve or cause to be achieved the following Milestones for a period of seven (7) business days following the receipt Project by Seller of a written notice of such failure from EKPC. d. Any representation or warranty of Seller set forth the applicable date specified in this Agreement was false or misleading in any material respect when made, unlessAgreement: (i) SPG Staging, Erection and Assembly or (ii) Substantial Completion by the factSubstantial 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, circumstance or condition that except to the extent such violation is the subject directly and solely caused by a Buyer Event of such representation or warranty is Default; Seller fails to make any payment of any amount when due (other than amounts disputed in good faith) as required to be made true within thirty by Seller to Buyer hereunder, which failure continues for fifteen (3015) days after EKPC has given notice thereof to Seller; provided, however, that if the fact, circumstance or condition that is the subject of such representation or warranty cannot be corrected non-payment, including fails to make prompt payments (which is defined as within such thirty fifteen (3015) day period and if Seller commences Business Days of receipt from Buyer) of undisputed amounts when due to correct the factContractors for Labor, circumstance or condition that is the subject of such representation during the initial thirty (30) day period, and thereafter proceeds with all due diligence, to correct the fact, circumstance or condition that is the subject of such representation or warranty, such period shall be extended for such further period as shall be reasonably necessary for Seller to correct the same with all due diligence; and (ii) such cure removes any adverse effect on EKPC of such fact, circumstance or condition being otherwise than as first representedmaterials, or such factequipment; Seller suspends performance of the Work, circumstance or condition being otherwise than as first represented does not materially adversely affect EKPC. e. Seller shall: (i) file a voluntary petition in bankruptcy or file a voluntary petition or otherwise commence any action or proceeding seeking reorganization, liquidation, arrangement or readjustment of its debts or for any other relief under any Bankruptcy Law, or consent to, approve of, or acquiesce in, any such petition, action or proceeding; (ii) apply for or acquiesce in the appointment of a receiver, liquidator, sequestrator, custodian, trustee or similar officer for it or for all or any part of thereof, or abandons the Project and in any such case Seller does not cure its propertynoncompliance therewith within three (3) days after notice from Buyer thereof; (iii) make Seller fails to maintain the Insurance or 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 pay its Debts, or makes an assignment of this Agreement for the benefit of creditorscreditors or insolvency, receivership, reorganization or bankruptcy proceedings are commenced by Seller; and such proceedings are not 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 that it would not be able to deliver to Buyer the Project conforming in all respects with the requirements of this Agreement; or (iv) be insolvent or be unable generally Seller fails to pay its debts as they become due. f. A proceeding or case is commenced, without the application or consent of Seller in perform any court of competent jurisdiction, seeking: (i) the liquidation, reorganization, dissolution, winding-up, or composition or adjustment of debts of Seller; (ii) the appointment of a trustee, receiver, custodian, liquidator or the like, of Seller or of all or any substantial part of its assets; or ving or orderingKaEnNy ToUf CthKeYforegoinga periPoUdBoLfICnSinEeRtyVIC(9E0)CODMayMsISfSroIOmN h order, judgmLienndtaoCr .dBecrirdewe.ell Executive Director uant (iii) similar relief in respect of Seller under any bankruptcy law, and such proceeding or case shall continue un-dismissed, or an order, judgment or decree appro shall be entered and continue un-stayed and in effect, for commencement of such proceeding or case or the date of suc to Section 3.01(b)(i) lapses or g. Any letter of credit provided by Seller purs defaults. h. Seller shall sell, assign, transfer or other obligation not otherwise divert to a third party all or any portion of the power produced from the Qualifying Facility. i. Seller shall relinquish all possession and control of the Qualifying Facility, except for as permitted pursuant to Article XI or to a contractor of Seller in accordance with Good Utility Practiceset forth above, if such relinquishment of possession and control is not cured within thirty (30) days following the receipt by Seller of a written days' notice thereof from EKPCBuyer to Seller. j. Seller makes an assignment of this Agreement in violation of Article XI.

Events of Default by Seller. Seller shall be in defa default under this Agreement upon the happening or occurrence of any of the following events or c conditions, each of which shall be an "Event of Default" for purposes of this Agreement: a. Seller breaches or fails to observe or perform any of Seller's material obligations under this Agreement, other than the obligations described i in Section 9.02(c), (g) and (i), unless within thirty (30) days after written notice from EKPC specifying the nature of such breach or failure, Seller either cures such breach or failure or, if such cure cannot reasonably be effected by the payment of money and cannot reasonably be completed within thirty (30) days, commences such cure during the initial thirty (30) day period and thereafter diligently pursues such cure during such additional period of time as is reasonably necessary to cure such breach or failure. b. Seller is dissolved, or Seller's existence is terminated or its business is discontinued, unless this Agreement is assigned to a successor pursuant to Article XI. c. Seller fails to pay, when due, any amount due hereunder, and such failure continues for a period of seven (7) business days following the receipt by Seller of a written notice of such failure from EKPC. d. Any representation or warranty of Seller set forth in this Agreement was false or misleading in any material respect when made, unless: (i) the fact, circumstance or condition that is the subject of such representation or warranty is made true within thirty (30) days after EKPC has given notice thereof to Seller; provided, however, that if the fact, circumstance or condition that is the subject of such representation or warranty cannot be corrected within such thirty (30) day period and if Seller commences to correct the fact, circumstance or condition that is the subject of such representation during the initial thirty (30) day period, and thereafter proceeds with all due diligence, to correct the fact, circumstance or condition that is the subject of such representation or warranty, such period shall be extended for such further period as shall be reasonably necessary for Seller to correct the same with all due diligence; and (ii) such cure removes any adverse effect on EKPC of such fact, circumstance or condition being otherwise than as first represented, or such fact, circumstance or condition being otherwise than as first represented does not materially adversely affect EKPC.. KENTUCKY he appPlUicBaLtiIoCnSoErRcVoInCsEenCt OofMSMeIlSleSrIOinN dation, reorgLainnidzaatCio. nB,riddwisesolllution, Executive Directorr; (r an w, a ing e. Seller shall: (i) file a voluntary petition in bankruptcy or file a voluntary petition or otherwise commence any action or proceeding seeking reorganization, liquidation, arrangement or readjustment of its debts or for any other relief under any Bankruptcy Law, or consent to, approve of, or acquiesce in, any such petition, action or proceeding; (ii) apply for or acquiesce in the appointment of a receiver, liquidator, sequestrator, custodian, trustee or similar officer for it or for all or any part of its property; (iii) make an assignment of this Agreement for the benefit of creditors; or (iv) be insolvent or be unable generally to pay its debts as they become due. f. A proceeding or case is commenced, without the application or consent of Seller in any court of competent jurisdiction, seeking: (i) the liquidation, reorganization, dissolution, winding-up, or composition or adjustment of debts of Seller; (ii) the appointment of a trustee, receiver, custodian, liquidator or the like, of Seller or of all or any substantial part of its assets; or ving or orderingKaEnNy ToUf CthKeYforegoinga periPoUdBoLfICnSinEeRtyVIC(9E0)CODMayMsISfSroIOmN h order, judgmLienndtaoCr .dBecrirdewe.ell Executive Director uant (iii) similar relief in respect of Seller under any bankruptcy law, and such proceeding or case shall continue un-dismissed, or an order, judgment or decree appro shall be entered and continue un-stayed and in effect, for commencement of such proceeding or case or the date of suc to Section 3.01(b)(i) lapses or g. Any letter of credit provided by Seller purs defaults. h. Seller shall sell, assign, transfer or otherwise divert to a third party all or any portion of the power produced from the Qualifying Facility. i. Seller shall relinquish all possession and control of the Qualifying Facility, except for as permitted pursuant to Article XI or to a contractor of Seller in accordance with Good Utility Practice, if such relinquishment of possession and control is not cured within thirty (30) days following the receipt by Seller of a written notice thereof from EKPC. j. Seller makes an assignment of this Agreement in violation of Article XI.