Events of Default of Seller Sample Clauses
The "Events of Default of Seller" clause defines specific circumstances under which the seller is considered to have breached or failed to perform its contractual obligations. Typically, this clause lists actions such as failure to deliver goods or services, insolvency, or misrepresentation as events that trigger a default. When such an event occurs, the buyer may be entitled to remedies such as terminating the contract, seeking damages, or enforcing specific performance. The core function of this clause is to clearly outline what constitutes a default by the seller, thereby protecting the buyer and providing a structured response to significant breaches.
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Events of Default of Seller. Except when excused due to a Force Majeure event pursuant to the provisions of Section 11 hereof, an Event of Default shall be deemed to have occurred with respect to Seller upon the occurrence and during the continuance of any of the following events:
Events of Default of Seller. (a) Each of the following shall constitute an “Event of Default” of Seller upon its occurrence, and no cure period shall be applicable:
(1) Seller’s dissolution or liquidation;
(2) Seller’s assignment of the Exchange Resource or this Agreement or any of its rights hereunder for the benefit of creditors (except for an assignment of the Exchange Agreement or this Agreement to the Project Lender as security under the Financing Documents as permitted by this Agreement);
(3) Seller’s filing of a petition as debtor in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or Seller’s voluntarily taking advantage of any such law or act by answer or otherwise;
(4) The filing of a case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor, if such filing has not been dismissed within sixty (60) days of filing;
(5) Seller’s failure to establish and maintain any required Seller’s Security in accordance with Article 10;
(6) Any representation or warranty made by Seller in this Agreement that shall prove to have been intentionally false or misleading when made, if such inaccuracy results in a material adverse impact on Purchaser; and
(7) Seller’s delivery of any of the Entire Exchange Resource Output to any Person other than Purchaser without the prior consent of Purchaser, other than (i) Net Test Energy or (ii) energy output delivered by Seller during a period of Purchaser default hereunder.
(b) Each of the following shall be deemed an “Event of Default” upon the expiration of the specified cure period:
(1) Seller’s failure to make any payment required under this Agreement, other than a payment disputed by Seller in good faith, if not cured within ten (10) days after the date of written notice from Purchaser to Seller and the Project Lender as provided for in Section 12.2;
(2) In the event that Seller has been required to establish and maintain Seller’s Security pursuant to the terms of this Agreement, and the Person providing the Security instrument ceases to meet the definition of a Qualified Custodian, Qualified Issuer or Qualified Guarantor, as the case may be, and Seller fails to convert the Security instrument provided by such Person into a Security instrument meeting the criteria set forth in Sections 10.1(a), 10.1(b), or 10.1(c) within three (3) Business Days; and
(3) Any other breach of this Agreement by Seller if not cured within ...
Events of Default of Seller. (A) Any of the following shall constitute an Event of Default of Seller as set forth herein:
(1) A Bankruptcy Event has occurred with respect to Seller;
(2) Seller’s failure to make any payment due to Buyer under this PPA and such failure is not remedied within three (3) Business Days of receipt of notice of such failure from Buyer;
(3) A willful and intentional breach of the EPC Agreement by Seller’s Affiliate, [***].
(4) Seller’s failure to comply with any other material obligation under this PPA, which would result in a material adverse impact on Buyer and such failure is not cured within fifteen (15) days of notice from Buyer; or
(5) Any representation or warranty made by Seller in this PPA shall prove to have been false or misleading in any material respect when made or ceases to remain true during the Term if such cessation would reasonably be expected to result in a material adverse impact on Buyer and such failure is not cured within fifteen (15) days of notice from Buyer.
Events of Default of Seller. 22 SECTION 9.02. Events of Default of Collection Agent...............23 ARTICLE X INDEMNIFICATION
Events of Default of Seller. An “Event of Default” shall be deemed to have occurred with respect to Seller upon the occurrence and during the continuance of any of the following events:
(a) Seller goes Bankrupt;
(b) Seller fails to pay any undisputed amount when due under this Agreement within seven (7) Business Days after receiving notice of such failure;
(c) Seller fails to perform or observe any of its material obligations or covenants hereunder or otherwise is in material breach of this Agreement (other than payment obligations, which are specifically addressed in Section 7.1(b)) and such failure or breach continues unremedied for a period of thirty (30) days following notice from Buyer demanding cure of such failure;
(d) Any representation or warranty made by Seller herein shall have been false when made and such misrepresentation has had or could reasonably be expected to have a material adverse effect on Buyer.
(e) Seller fails to provide Performance Assurance as required by and in accordance with Article 11.
Events of Default of Seller. (1) The occurrence of any of the following shall constitute an immediate Event of Default without the opportunity to cure:
(i) Seller dissolution or liquidation;
(ii) Seller assignment of this Agreement or any of its rights under it for the benefit of creditors;
(iii) Seller abandonment of construction and/or operation of the Facility; and
(iv) Seller filing of a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or Seller voluntarily taking advantage of any such law or act by answer or otherwise.
(2) The occurrence of any of the following shall constitute an Event of Default of Seller unless Seller shall have cured the same within ninety (90) days after receipt by Seller of written notice thereof from BPA:
(i) Seller’s failure to meet the Completion Date as set forth in Section 6(a) (subject to the extensions of time available to Seller under Section 6(a));
(ii) Seller’s assignment of this Agreement or any of Seller’s rights under this Agreement or the sale or transfer of voting control of Seller or Seller’s sale or other transfer of any material portion of its interest in the Facility without obtaining BPA’s prior written consent pursuant to Section 18;
(iii) The filing of a case in bankruptcy or any proceeding under any other insolvency law against Seller as debtor or its parent or any other affiliate that could materially impact Seller’s ability to perform its obligations hereunder; provided, however, that Seller does not obtain a stay or dismissal of the filing within ninety (90) days of the date of such filing;
(iv) After the Completion Date, Seller tampering with or adjustment of the Metering Devices for the BPA Wind Turbines in ways not expressly permitted by Sections 5(c)(2) and 5(c)(3);
(v) After the Completion Date, the sale by Seller to a third party, or diversion by Seller for any use, of the Energy Output committed to BPA by Seller absent BPA’s prior written consent to such diversion or use;
(vi) After the Completion Date, Seller’s failure to maintain in effect any material agreements required to deliver the Energy Output to the Point of Delivery;
(vii) Commencing on the first (1st) anniversary of the Completion Date, Seller’s failure to use commercially reasonable efforts to obtain, for the BPA Wind Turbines, an average Availability Factor greater than seventy-five percent (75%) in the immediately preceding twelve (12) consecutive ...
Events of Default of Seller. Seller shall be immediately in material default of its obligations pursuant to this Agreement upon the occurrence of any one or more of the following events of default (each, an “Event of Default”), subject to any applicable cure periods as set forth herein:
Events of Default of Seller. Any of the following shall constitute an Event of Default of Seller upon its occurrence and no cure period shall be applicable: A Bankruptcy Event has occurred with respect to Seller. Any of the following shall constitute an Event of Default of Seller upon its occurrence but shall be subject to cure within thirty (30) Days after the date of written notice from Borough to Seller and the Facility Lender, after which Borough may terminate this PPA by notice to Seller: Seller’s Abandonment of the Facility; Seller's failure to make any payment due to Borough under or in connection with this PPA; Seller's failure to comply with any other material obligation under this PPA, including Seller’s failure to cause the Facility to produce the Estimated Annual Energy Output, which results in a material adverse impact on Borough. Any representation or warranty made by Seller in this PPA shall prove to have been false or misleading in any material respect when made or ceases to remain true during the Term if such cessation would reasonably be expected to result in a material adverse impact on Borough.