Nonperformance by Purchaser. If Purchaser shall fail to perform any covenant, agreement or obligation under this Agreement or shall cause SCPPA to be in default with respect to any undertaking entered into for the Project or to be in default under the Power Purchase Agreement, or any other Project Agreement, as applicable, or cause a default to occur pursuant to such agreements, SCPPA may, in the event the performance of any such obligation remains unsatisfied after thirty (30) Days’ prior written notice thereof to the Purchaser and a demand to so perform, take any action permitted by law to enforce its rights under this Agreement, including but not limited to termination of this Agreement, and/or (unless SCPPA has already taken action pursuant to the immediately following sentence) bring any suit, action or proceeding at law or in equity as may be necessary or appropriate to recover damages and/or enforce any covenant, agreement or obligation against the Purchaser with regard to its failure to so perform.
Nonperformance by Purchaser. If Purchaser fails to perform any covenant, agreement or obligation under this Agreement or causes SCPPA to be in default with respect to any undertaking entered into for the Project or to be in default under the Purchase Agreement, or any other Project Agreement, as applicable, or causes a default to occur pursuant to such agreements, SCPPA may, in the event the performance of any such obligation remains unsatisfied after thirty
Nonperformance by Purchaser. Except with regard to Purchaser’s indemnity obligations detailed in this Agreement, Seller’s sole and exclusive remedy for any Purchaser breach of, misrepresentation under, or nonperformance of this Agreement, or any other act or omission of Purchaser or its affiliates related to this Agreement or the transactions contemplated hereby including, without limitation, the failure of Purchaser to consummate the transactions contemplated hereby, shall be to terminate the Purchase Option and the Put Option, and Seller shall have no other remedy at law or equity pursuant to this Agreement or otherwise against any person or entity, any such other remedy being expressly waived. Purchaser’s breach of, misrepresentation under, or nonperformance of this Agreement, or any other act or omission of Purchaser or its affiliates related to this Agreement or the transactions contemplated hereby, shall not affect the rights and obligations under the Mezzanine Loans. Notwithstanding the foregoing, if upon application to the outstanding balance of the Mezzanine Loans of the proceeds from the sale of the Property as permitted by Section 1.7(f), the Mezzanine Loans are not paid in full, Purchaser shall cause to be discharged the remaining balance of the Mezzanine Loans.
Nonperformance by Purchaser. (a) In the event that the Issuer and the Corporation have satisfied the conditions set forth in Section 8 of this Agreement but the Purchaser fails to purchase the Series 2025 Bonds on the Settlement Date as contemplated hereunder, so long as no Termination Funding Event shall have occurred, the Purchaser shall pay to the Corporation, on demand, the Present Value Payment, together with reasonable fees and expenses, including without limitation reasonable fees and expenses of counsel to the Issuer, counsel to the Corporation, Bond Counsel, Financial Advisor, Trustee and its counsel, the Issuer Fee, Commitment Fee and any other fees incurred by the Corporation or any other fees paid at Closing, in connection with the execution of this Agreement and the transactions contemplated hereunder, including the preparation of the Series 2025 Bonds and their issuance and sale and all related costs incurred by the Corporation in connection with the issuance and sale of the Series 2025 Bonds.
Nonperformance by Purchaser. If Purchaser shall fail to perform any covenant, agreement or obligation under this Agreement or shall cause SCPPA to be in default with respect to any undertaking entered into for the Project or to be in default under the Power Purchase Agreement, or any other Project Agreement, as applicable, or cause a default to occur pursuant to such agreements, SCPPA may, in the event the performance of any such obligation remains unsatisfied after 30 days’ prior written notice thereof to the Purchaser and a demand to so perform; take any action permitted by law to enforce its rights under this Agreement, including but not limited to termination of this Agreement, and/or (unless SCPPA has already taken action pursuant to the immediately following sentence) bring any suit, action or proceeding at law or in equity as may be necessary or appropriate to recover damages and/or enforce any covenant, agreement or obligation against the Purchaser with regard to its failure to so perform. In addition to any other rights SCPPA may have under this Agreement as a result of nonpayment by the Purchaser, if the Purchaser fails to pay its share of Debt Service in accordance with this Agreement and the result is that SCPPA defaults on the payment of principal of or interest on any Bond or other obligations payable from the Debt Service Fund under the Indenture, SCPPA may, immediately and without delay, take any action permitted by law to enforce its rights under this Agreement and/or bring any suit, action or proceeding at law or in equity as may be necessary or appropriate to recover damages and/or enforce any covenant, agreement or obligation against the Purchaser with regard to its failure to so perform.
