Common use of Material Breach and Termination Clause in Contracts

Material Breach and Termination. (i) If NECO fails in any material respect to comply with observe or perform any covenant, warranty or obligation under this Agreement (except due to causes excused by force majeure or attributable to ------------- to Seller's wrongful act or wrongful failure to act); and (ii) After receipt of written notice from Seller such failure continues for the Cure Period (as defined below), or, if such failure cannot be reasonably cured within the Cure Period, such further period as shall reasonably be required to effect such cure (except in the case of a payment default), provided that NECO commences within the Cure Period to effect such cure and at all times thereafter proceeds diligently to complete such cure as quickly as possible; then (iii) Seller shall have the right to terminate this Agreement, subject to paragraph (c) below. For purposes of this Section 7.1(a), the Cure Period shall mean five days in the case of a failure by NECO to fulfill its payment obligations pursuant to Section 5.2 and forty-five (45) days in the case of a failure by NECO to comply with, observe or perform any other covenant, warranty or obligation under this Agreement. If an unexcused failure to pay continues for fifteen (15) days, Seller shall have the right to suspend service until payment is made in full and appropriate security is posted for future payments or to terminate this Agreement. (i) If Seller fails in any material respect to comply with, observe, or perform any covenant, warranty or obligation under this Agreement (except due to causes excused by force ----- majeure or attributable to NECO's wrongful act or wrongful ------- failure to act); and (ii) After receipt of written notice from NECO such failure continues for a period of forty-five (45) days or, if such failure cannot be reasonably cured within such forty-five (45) day period, such further period as shall reasonably be required to effect such cure, provided that Seller commences within such forty-five (45) day period to effect such cure and at all times thereafter proceeds diligently to complete such cure as quickly as possible; then (iii) NECO shall have the right to terminate this Agreement, subject to paragraph (c) below. (c) Any termination arising out of the exercise of the termination rights specified in paragraphs (a) or (b) above (with the exception of termination for a payment default) may not take effect unless and until an arbitrator (pursuant to ARTICLE 14, SECTION 14.2 of this Agreement) has made a ruling that the exercise of such termination right was valid. The fact that one party alleged to be in material breach of this Agreement ("Alleged Breaching Party') complies with the request of the other to cure an alleged material breach shall not be considered by the arbitrator as an admission against the Alleged Breaching Party or evidence that such party was or was not in material breach. (d) Nothing in this SECTION 7.1 shall be construed to limit the right of any party to seek any remedies for damages, as limited by ARTICLE 9 of this Agreement, even if a cure of an alleged breach is made within the periods of time specified for curing any such breach stated above. The provisions of this SECTION 7.1 are intended only to provide the exclusive process through which one party may exercise and effectuate its right to terminate this Agreement as a result of a material breach of this Agreement.

Material Breach and Termination. (i) If NECO fails in any material respect to comply with with, observe or perform any covenant, warranty or obligation under this Agreement (except due to causes excused by force majeure or attributable to ------------- to Seller's wrongful act or wrongful failure to act); and (ii) After receipt of written notice from Seller such failure continues for the Cure Period (as defined below), or, if such failure cannot be reasonably cured within the Cure Period, such further period as shall reasonably be required to effect such cure (except in the case of a payment default), provided that NECO commences within the Cure Period to effect such cure and at all times thereafter proceeds diligently to complete such cure as quickly as possible; then (iii) Seller shall have the right to terminate this Agreement, subject to paragraph (c) below. For purposes of this Section 7.1(a), the Cure Period shall mean five days in the case of a failure by NECO to fulfill its payment obligations pursuant to Section 5.2 and forty-five (45) days in the case of a failure by NECO to comply with, observe or perform any other covenant, warranty or obligation under this Agreement. If an unexcused failure to pay continues for fifteen (15) days, Seller shall have the right to suspend service until payment is made in full and appropriate security is posted for future payments or to terminate this Agreement. (i) If Seller fails in any material respect to comply with, observe, or perform any covenant, warranty or obligation under this Agreement (except due to causes excused by force ----- majeure or attributable to NECO's wrongful act or wrongful ------- failure to act); and (ii) After receipt of written notice from NECO such failure continues for a period of forty-five (45) days days, or, if such failure cannot be reasonably cured within such forty-five (45) day period, such further period as shall reasonably be required to effect such cure, provided that Seller commences within such forty-five (45) day period to effect such cure and at all times thereafter proceeds diligently to complete such cure as quickly as possible; then (iii) NECO shall have the right to terminate this Agreement, subject to paragraph (c) below. (c) Any termination arising out of the exercise of the termination rights specified in paragraphs (a) or (b) above (with the exception of termination for a payment default) may not take effect unless and until an arbitrator (pursuant to ARTICLE 1415, SECTION 14.2 15.2 of this Agreement) has made a ruling that the exercise of such termination right was valid. The fact that one party alleged to be in material breach of this Agreement ("Alleged Breaching Party'") complies with the request of the other to cure an alleged material breach shall not be considered by the arbitrator as an admission against the Alleged Breaching Party or evidence that such party was or was not in material breach. (d) Nothing in this SECTION 7.1 shall be construed to limit the right of any party to seek any remedies for damages, as limited by ARTICLE 9 of this Agreement, even if a cure of an alleged breach is made within the periods of time specified for curing any such breach stated above. The provisions of this SECTION 7.1 are intended only to provide the exclusive process through which one party may exercise and effectuate its right to terminate this Agreement as a result of a material breach of this Agreement.

Material Breach and Termination. (i1) If NECO MECO fails in any material respect to comply with with, observe or perform any covenant, warranty or obligation under this Agreement (except due to causes excused by force majeure or attributable to ------------- to Seller's wrongful act or wrongful failure to act); and (ii2) After receipt of written notice from Seller such failure continues for the Cure Period (as defined below), or, if such failure cannot be reasonably cured within the Cure Period, such further period as shall reasonably be required to effect such cure (except in the case of a payment default), provided that NECO MECO commences within the Cure Period to effect such cure and at all times thereafter proceeds diligently to complete such cure as quickly as possible; then (iii3) Seller shall have the right to terminate this Agreement, subject to paragraph (c) below. For purposes of this Section 7.1(a), the Cure Period shall mean five days in the case of a failure by NECO MECO to fulfill its payment obligations pursuant to Section 5.2 and forty-five (45) days in the case of a failure by NECO MECO to comply with, observe or perform any other covenant, warranty or obligation under this Agreement. If an unexcused failure to pay continues for fifteen (15) days, days Seller shall have the right to suspend service until payment is made in full and appropriate security is posted for future payments or to terminate this Agreement. (i1) If Seller fails in any material respect to comply with, observe, or perform any covenant, warranty or obligation under this Agreement (except due to causes excused by force ----- majeure or attributable to NECOMECO's wrongful act or wrongful ------- failure to act); and (ii2) After receipt of written notice from NECO MECO such failure continues for a period of forty-five (45) days days, or, if such failure cannot be reasonably cured within such forty-five (45) day period, such further period as shall reasonably be required to effect such cure, provided that Seller commences within such forty-five (45) day period to effect such cure and at all times thereafter proceeds diligently to complete such cure as quickly as possible; then (iii3) NECO MECO shall have the right to terminate this Agreement, subject to paragraph (c) below. (c) iii. Any termination arising out of the exercise of the termination rights specified in paragraphs (a) or (b) above (with the exception of termination for a payment default) may not take effect unless and until an arbitrator (pursuant to ARTICLE 1415, SECTION 14.2 15.2 of this Agreement) has made a ruling that the exercise of such termination right was valid. The fact that one party alleged to be in material breach of this Agreement ("Alleged Breaching Party'") complies with the request of the other to cure an alleged material breach shall not be considered by the arbitrator as an admission against the Alleged Breaching Party or evidence that such party was or was not in material breach. (d) iv. Nothing in this SECTION 7.1 shall be construed to limit the right of any party to seek any remedies for damages, as limited by ARTICLE 9 of this Agreement, even if a cure of an alleged breach is made within the periods of time specified for curing any such breach stated above. The provisions of this SECTION 7.1 are intended only to provide the exclusive process through which one party may exercise and effectuate its right to terminate this Agreement as a result of a material breach of this Agreement.

Material Breach and Termination. (i) If NECO NEP fails in any material respect to comply with with, observe or perform any covenant, warranty or obligation under this Agreement (except due to causes excused by force majeure or attributable to ------------- to SellerBuyer's wrongful act or wrongful failure to act); and (ii) After receipt of written notice from Seller such failure continues for the Cure Period (as defined below), or, if such failure cannot be reasonably cured within the Cure Period, such further period as shall reasonably be required to effect such cure (except in the case of a payment default), provided that NECO commences within the Cure Period to effect such cure and at all times thereafter proceeds diligently to complete such cure as quickly as possible; then (iii) Seller shall have the right to terminate this Agreement, subject to paragraph (c) below. For purposes of this Section 7.1(a), the Cure Period shall mean five days in the case of a failure by NECO to fulfill its payment obligations pursuant to Section 5.2 and forty-five (45) days in the case of a failure by NECO to comply with, observe or perform any other covenant, warranty or obligation under this Agreement. If an unexcused failure to pay continues for fifteen (15) days, Seller shall have the right to suspend service until payment is made in full and appropriate security is posted for future payments or to terminate this Agreement. (i) If Seller fails in any material respect to comply with, observe, or perform any covenant, warranty or obligation under this Agreement (except due to causes excused by force ----- majeure or attributable to NECO's wrongful act or wrongful ------- failure to act); and (ii) After receipt of written notice from NECO Buyer such failure continues for a period of forty-five (45) days days, or, if such failure cannot be reasonably cured within such forty-five (45) day period, such further period as shall reasonably be required to effect such cure, provided that Seller NEP commences within such forty-five (45) day period to effect such cure and at all times thereafter proceeds diligently to complete such cure as quickly as possible; then (iii) NECO Buyer shall have the right to terminate this Agreement, ; and subject to paragraph the duty to mitigate, Buyer shall be entitled to collect from Seller the difference between the NEPOOL Market Price and the price it would have paid had Seller performed. (ci) If Buyer fails in any material respect to comply with, observe, or perform any covenant, warranty or obligation under this Agreement (except due to causes excused by force majeure or attributable to NEP's wrongful act or wrongful failure to act); and (ii) After receipt of written notice from Buyer such failure continues for the Cure Period (as defined below) or, if such failure cannot be reasonably cured within the Cure Period, such further period as shall reasonably be required to effect such cure, provided that Buyer commences within the Cure Period to effect such cure and at all times thereafter proceeds diligently to complete such cure as quickly as possible; then (iii) NEP shall have the right to terminate this Agreement. For purposes of this Section 7.1(a), the Cure Period shall mean five (5) days in the case of a failure by Buyer to fulfill its payment obligations pursuant to Section 5.2 and forty-five (45) days in the case of a failure by Buyer to comply with, observe or perform any other covenant, warranty or obligation under this Agreement. (c) Any termination arising out of the exercise of the termination rights specified in paragraphs (a) or (b) above (with the exception of termination for a payment default) may not take effect unless and until an arbitrator (pursuant to ARTICLE 14, SECTION 14.2 of this Agreement) has made a ruling that the exercise of such termination right was valid. The fact that one party alleged to be in material breach of this Agreement ("Alleged Breaching Party') complies with the request of the other to cure an alleged material breach shall not be considered by the arbitrator as an admission against the Alleged Breaching Party or evidence that such party was or was not in material breach. (d) Nothing in this SECTION 7.1 shall be construed to limit the right of any party to seek any remedies for damages, as limited by ARTICLE 9 of this Agreement, even if a cure of an alleged breach is made within the periods of time specified for curing any such breach stated above. The provisions of this SECTION 7.1 are intended only to provide the exclusive process through which one party may exercise and effectuate its right to terminate this Agreement as a result of a material breach of this Agreement.