Events of Non-Compliance. If the Company fails to keep and fully and promptly perform and observe in all material respects any of the terms, covenants or representations contained or referenced herein within twenty (20) calendar days from the earlier to occur of (i) written notice from the Holder specifying what failure has occurred, or requesting that a specified failure be remedied or (ii) the Company becoming aware of such failure (an “Event of Non-Compliance”), the Holder shall be entitled to the remedies set forth in subsection (b) hereof.
Events of Non-Compliance. The occurrence or existence of any one or more of the following events shall be an “Event of Non-Compliance” hereunder, and there shall be no default or Event of Non-Compliance hereunder except as provided in this Section:
(a) UIPA fails or refuses to collect or enforce the collection of the UIPA Pledged Revenues or any portion thereof;
(b) UIPA fails to remit the UIPA Pledged Revenues or any portion thereof as required by the terms of this Agreement;
(c) any representation or warranty made by any party to this Agreement proves to have been untrue or incomplete in any material respect when made and which untruth or incompletion would have a material adverse effect upon any other party to this Agreement;
(d) UIPA’s pledge of the UIPA Pledged Revenues for the purposes stated herein fails to be enforceable with the priority required hereunder;
(e) any party to this Agreement materially fails in the performance of any other of its covenants in this Agreement, and such material failure continues for 60 days after receipt of written notice from the other party specifying such default and requiring the same to be remedied;
(f) UIPA commences proceedings for dissolution or consolidation with another entity during the term of this Agreement; or
(g) (i) any party to this Agreement shall commence any case, proceeding, or other action (A) under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, or relief of debtors, seeking to have an order for relief entered with respect to it or seeking to adjudicate it insolvent or a bankrupt or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, or other similar official for itself or for any substantial part of its property, or any party shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any party any case, proceeding, or other action of a nature referred to in clause (i) and the same shall remain not dismissed within 90 days following the date of filing; or (iii) there shall be commenced against any party any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, distraint, or similar process against all or any substantial part of its property which results in the entry of an order for any such relief which shall not have been vacated, ...
Events of Non-Compliance. If the Company fails to keep and fully and promptly perform and observe in all material respects any of the terms, covenants or representations contained or referenced herein within 30 days from the earlier to occur of (A) written notice from the Holder specifying what failure has occurred, or requesting that a specified failure be remedied or (B) an executive officer of the Company becoming aware of such failure, other than failure to deliver the financial statements required under Section 10(a)(i) and (ii) (an "Event of Non-Compliance"), the Holder shall be entitled to the remedies set forth in subsection (b) hereof.
Events of Non-Compliance. If either party fails to keep and fully and promptly perform and observe in all material respects any of the terms, covenants or representations contained or referenced herein within 10 days upon (A) the receipt of a written notice from the non-breaching party specifying what failure has occurred, or requesting that a specified failure be remedied or (B) the chief executive officer, treasurer or president of the breaching party becoming aware of such failure (an “Event of Non-Compliance”), the non-breaching party shall be entitled to the remedies set forth in subsection (b) hereof.
Events of Non-Compliance. Non-compliance with this Agreement shall include, but is not limited to the following:
7.2.1 SO’s failure to adhere to the Act, the Shared Solar Act, the Rules Governing Shared Solar Program, Commission-related orders, this Agreement and the Company’s Terms and Conditions, as applicable;
7.2.2 SO’s failure to comply with any applicable regulation, procedure or requirement of any institution charged with ensuring the reliability of the electric system, including the Commission, the North American Electric Reliability Council and its regional councils, the FERC, or any successor agencies thereto;
7.2.3 SO’s failure to provide or maintain any financial security that may be required pursuant to Section 6;
7.2.4 SO’s failure to make payment of any undisputed, Commission-approved charges in the time prescribed;
7.2.5 SO bankruptcy;
7.2.6 A written admission by the SO of its inability to pay its debts generally as they become due or the SO’s consent to the appointment of a receiver, trustee, or liquidator of it, or of all or any part of its property;
7.2.7 Breach of any agreement entered into as a part of the Shared Solar Program;
7.2.8 SO's failure to provide 60 days written advanced notice of (i) Subscribers enrolled in the Shared Solar Facility and their Subscription information; or (ii) termination or abandonment of a Shared Solar Facility; or
7.2.9 Failure to maintain a valid Interconnection Agreement.
Events of Non-Compliance. 27 ARTICLE IX REPORTING............................................... 30 Section 9.1 Reporting................................... 30 Section 9.2 Rule 144 Reporting.......................... 31 Section 9.3 Bermuda Laws................................ 31 ARTICLE X REGISTERED EXCHANGE OFFER............................... 31 Section 10.1 Exchange Offer Registration................. 31 Section 10.2 Continuity of Effectiveness................. 32 Section 10.3 Exchange by Restricted Broker-Dealers....... 32
Events of Non-Compliance. An "Event of Non-Compliance" shall exist if any of the following occurs and is continuing:
(a) failure by the Company to pay (i) prior to the fifth anniversary of the Closing Date, a quarterly dividend in the form of Series A Preferred Stock or (ii) from the fifth anniversary of the Closing Date, a quarterly cash dividend at the applicable Series A Preferred Dividend Rate (as defined in the Bye-laws) (A) in the case of (i) and (ii), on each share of Series A Preferred Stock then outstanding and (B) in the case of (i) and (ii), in the event that there are any undistributed dividends payable in the form of Series A Preferred Stock, on each such undistributed share of Series A Preferred Stock; provided, however, that there shall not be an "Event of Non-Compliance" under this clause (a) unless the sum of the aggregate Series A Preferred Stated Value (as defined in the Bye-laws of the Company) for the unpaid stock dividends under clause (i) and the aggregate unpaid cash amount under clause (ii) is, in the aggregate, in excess of U.S. $5 million;
(b) failure of the Company to pay the redemption price and premium, if any, in respect of any of the shares of Series A Preferred Stock when due, notwithstanding the legal restrictions on redemption payments described in paragraph (f) of Section 5 of Appendix A to the Bye-laws as in effect on the Closing Date, upon mandatory or optional redemption, required purchase or otherwise;
(c) failure by the Company or any Restricted Subsidiary of the Company to comply with any of the applicable restrictions and limitations and covenants and agreements described in Article VII and Section 9.1 for a period of 60 days following notice of such failure from the holders of 25% or more of the outstanding aggregate Liquidation Value of the Series A Preferred Stock unless such compliance has been waived by the holders of a majority of the outstanding aggregate Liquidation Value of the Series A Preferred Stock;
(d) failure by the Company or any Restricted Subsidiary of the Company to pay any amounts in respect of Indebtedness or Preferred Stock when due (after giving effect to any applicable grace period) or the acceleration of any such payment obligations and, in either case, the total amount of such unpaid or accelerated amount exceeds, individually or in the aggregate, U.S.$5 million;
(e) any default (other than under clauses (a), (b), (c) and (d) of this Section 8.1) in the performance of or compliance with any obligation, or any defi...
Events of Non-Compliance. No Unmatured Event of Non-Compliance or Event of Non-Compliance exists on the date hereof. The Company is not in default under any provisions of its Charter or by-laws or under any provision of any franchise, contract, agreement, lease or other instrument to which it is a party or by which it or its property is bound (other than a Financing Agreement or a Related Agreement) or in violation of any law, judgment, decree or governmental order, rule or regulation that would have a Material Adverse Effect.
Events of Non-Compliance. Holders of the Securities will be entitled to exercise the remedies provided by Section 8.2 hereof in accordance with the terms thereof if any one or more of the following events ("Events of Non-Compliance") shall occur:
(a) the Company shall fail to redeem the Preferred Stock on the Preferred Stock Stated Redemption Date, regardless of whether such failure results from a Statutory Restriction, Credit Agreement Restriction or otherwise;
(b) the Company shall fail to pay the Repurchase Price payable under Section 9.2 in accordance with Section 9.4 or shall fail to make any payment required by Section 9.6 on the date when due or, if payable on demand, on the date demanded unless such payment cannot be made because of a Statutory Restriction or Credit Agreement Restriction; or
(c) the Company shall fail to perform or observe the covenant applicable to it set forth in Section 7.26; or
(d) the Company shall fail to perform or observe any of the covenants applicable to it set forth in Sections 7.3, 7.10, 7.12, 7.13, 7.14 or 7.15; or
(e) the Company shall fail to perform or observe any covenant, agreement or provision set forth in this Agreement or any covenant, agreement, or provision to be performed or observed by it under any Financing Agreements (other than those provisions set forth in other subsections of this Section 8.1) and such failure shall not be rectified or cured to the Purchaser's satisfaction within thirty (30) days after written notice from the Purchaser; or 41 42 (f) any representation or warranty in writing made by the Company to the Purchaser in connection with the execution and delivery of this Agreement or any other Financing Agreement or in connection with the execution and delivery of any amendment to this Agreement or any other Financing Agreement shall prove to have been false, in any material respect, on the date as of which it was made; or
Events of Non-Compliance. If the Company fails to keep and fully and promptly perform and observe in all material respects any of the terms or covenants contained herein or in the Notes or the Note and Warrant Purchase Agreement, within thirty (30) days from the earlier to occur of (A) written notice from the Holder specifying what failure has occurred, or requesting that a specified failure be remedied or (B) an executive officer of the Company becoming aware of such failure, subject in each case to any applicable cure period (an “Event of Non-Compliance”), the Holder shall be entitled to the remedies set forth in Section 10(b) hereof.
