Common use of Operating Company Default Clause in Contracts

Operating Company Default. The occurrence of any one or more of the following events during the OSSA Term shall constitute an “Operating Company Default” under this Agreement: (a) Any material representation or warranty made by the Operating Company herein or in any other Project Agreement is inaccurate or misleading in any respect on the date made and a material adverse effect upon the Project or the Concessionaire’s rights or obligations under the Project Agreements results therefrom, and such misrepresentation is not cured within a period of 30 days following written notice thereof; (b) The Operating Company on behalf of the Concessionaire fails to pay to the Department when due all monies payable to the Department under this Agreement or any other Project Agreement or fails to pay any third parties when due all monies payable to such third parties under any authorized subcontract in accordance with this Agreement or fails to deposit funds to any reserve or account in the amount and within the time period required by the CA (unless any such failure results from failure by the Concessionaire to make funds available to the Operating Company), and such failure continues unremedied for a period of thirty (30) days following written notice thereof; (c) The Operating Company fails to comply with, perform or observe any material obligation, covenant, agreement, term or condition in this Agreement or any other Project Agreement, including material failure to perform any Work relating to the operation and maintenance of the Project or any material portion thereof in accordance with this Agreement, and such failure continues unremedied for a period of thirty (30) days following notice thereof (giving particulars of the failure in reasonable detail) from the Concessionaire or the Department (as appropriate) to the Operating Company or for such longer period as agreed by the Concessionaire which may be reasonably necessary to cure such failure, provided, in the latter case, that the Operating Company has demonstrated to the satisfaction of the Concessionaire or the Department (as appropriate), acting reasonably, that (i) it is proceeding, and will proceed, with all due diligence to cure or cause to be cured such failure, (ii) its proceeding can be reasonably expected to cure or cause to be cured such failure within a reasonable period of time acceptable to the Concessionaire or the Department (as appropriate), and (iii) such failure is in fact cured within such period of time; (d) This Agreement or all or any portion of the Operating Company’s interest is transferred in contravention of Section 15.01; (e) The Operating Company (i) admits, in writing, that it is unable to pay its debts as they become due, (ii) makes an assignment for the benefit of its creditors, (iii) files a voluntary petition under Title 11 of the U.S. Code, or if such petition is filed against it and an order for relief is entered, or if the Operating Company files any petition or answer seeking, consenting to or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any other present or future applicable Law, or shall seek or consent to or acquiesce in or suffer the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Operating Company, or of all or any substantial part of its properties or of the Project or any interest therein, or (iv) takes any action in furtherance of any action described in this paragraph; or (f) Within 90 days after the commencement of any proceeding against the Operating Company seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any other present or future applicable Law, such proceeding has not been dismissed, or, within 90 days after the appointment, without the consent or acquiescence of the Operating Company, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Operating Company or of all or any substantial part of its properties or of the Project or any interest therein, such appointment has not been vacated or stayed on appeal or otherwise, or, within 90 days after the expiration of any such stay, such appointment has not been vacated.

Operating Company Default. The occurrence of any one or more of the following events during the OSSA Term shall constitute an “Operating Company Default” under this Agreement: (a) Any material representation or warranty made by the Operating Company herein or in any other Project Agreement is inaccurate or misleading in any respect on the date made and a material adverse effect upon the Project or the Concessionaire’s rights or obligations under the Project Agreements results therefrom, and such misrepresentation is not cured within a period of 30 days following written notice thereof; (b) The Operating Company on behalf of the Concessionaire fails to pay to the Department when due all monies payable to the Department under this Agreement or any other Project Agreement or fails to pay any third parties when due all monies payable to such third parties under any authorized subcontract in accordance with this Agreement or fails to deposit funds to any reserve or account in the amount and within the time period required by the CA ARCA (unless any such failure results from failure by the Concessionaire to make funds available to the Operating Company), and such failure continues unremedied for a period of thirty (30) days following written notice thereof; (c) The Operating Company fails to comply with, perform or observe any material obligation, covenant, agreement, term or condition in this Agreement or any other Project AgreementAgreement (provided that the failure to achieve any goals relating to SWAM or DBE participation in Section 6.03 shall not constitute an Operating Company Default), including material failure to perform any Work relating to the operation and maintenance of the Project or any material portion thereof in accordance with this Agreement, and such failure continues unremedied for a period of thirty (30) days following notice thereof (giving particulars of the failure in reasonable detail) from the Concessionaire or the Department (as appropriate) to the Operating Company or for such longer period as agreed by the Concessionaire which may be reasonably necessary to cure such failure, provided, in the latter case, that the Operating Company has demonstrated to the satisfaction of the Concessionaire or the Department (as appropriate), acting reasonably, that (i) it is proceeding, and will proceed, with all due diligence to cure or cause to be cured such failure, (ii) its proceeding can be reasonably expected to cure or cause to be cured such failure within a reasonable period of time acceptable to the Concessionaire or the Department (as appropriate), and (iii) such failure is in fact cured within such period of time; (d) This Agreement or all or any portion of the Operating Company’s interest is transferred in contravention of Section 15.01; (e) The Operating Company (i) admits, in writing, that it is unable to pay its debts as they become due, (ii) makes an assignment for the benefit of its creditors, (iii) files a voluntary petition under Title 11 of the U.S. Code, or if such petition is filed against it and an order for relief is entered, or if the Operating Company files any petition or answer seeking, consenting to or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any other present or future applicable Law, or shall seek or consent to or acquiesce in or suffer the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Operating Company, or of all or any substantial part of its properties or of the Project or any interest therein, or (iv) takes any action in furtherance of any action described in this paragraph; or (f) Within 90 days after the commencement of any proceeding against the Operating Company seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any other present or future applicable Law, such proceeding has not been dismissed, or, within 90 days after the appointment, without the consent or acquiescence of the Operating Company, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Operating Company or of all or any substantial part of its properties or of the Project or any interest therein, such appointment has not been vacated or stayed on appeal or otherwise, or, within 90 days after the expiration of any such stay, such appointment has not been vacated.

Operating Company Default. The occurrence of any one or more of the following events during the OSSA Term shall constitute an “Operating Company Default” under this Agreement: (a) Any material representation or warranty made by the Operating Company herein or in any other Project Agreement is inaccurate or misleading in any respect on the date made and a material adverse effect upon the Project or the Concessionaire’s rights or obligations under the Project Agreements results therefrom, and such misrepresentation is not cured within a period of 30 days following written notice thereof; (b) The Operating Company on behalf of the Concessionaire fails to pay to the Department when due all monies payable to the Department under this Agreement or any other Project Agreement or fails to pay any third parties when due all monies payable to such third parties under any authorized subcontract in accordance with this Agreement or fails to deposit funds to any reserve or account in the amount and within the time period required by the CA (unless any such failure results from failure by the Concessionaire to make funds available to the Operating Company)ARCA, and such failure continues unremedied for a period of thirty (30) 30 days following written notice thereof; (c) The Operating Company fails to comply with, perform or observe any material obligation, covenant, agreement, term or condition in this Agreement or any other Project AgreementAgreement (provided that the failure to achieve any goals relating to SWAM or DBE participation in Section 6.03 shall not constitute an Operating Company Default), including material failure to perform any Work relating to the operation and maintenance of the Project or any material portion thereof in accordance with this Agreement, and such failure continues unremedied for a period of thirty ninety (3090) days following notice thereof (giving particulars of the failure in reasonable detail) from the Concessionaire or the Department (as appropriate) to the Operating Company or for such longer period as agreed by the Concessionaire which may be reasonably necessary to cure such failure, provided, in the latter case, that the Operating Company has demonstrated to the satisfaction of the Concessionaire or the Department (as appropriate), acting reasonably, that (i) it is proceeding, and will proceed, with all due diligence to cure or cause to be cured such failure, (ii) its proceeding can be reasonably expected to cure or cause to be cured such failure within a reasonable period of time acceptable to the Concessionaire or the Department (as appropriate), and (iii) such failure is in fact cured within such period of time; (d) This Agreement or all or any portion of the Operating Company’s interest is transferred in contravention of Section 15.01; (e) The Operating Company (i) admits, in writing, that it is unable to pay its debts as they become due, (ii) makes an assignment for the benefit of its creditors, (iii) files a voluntary petition under Title 11 of the U.S. Code, or if such petition is filed against it and an order for relief is entered, or if the Operating Company files any petition or answer seeking, consenting to or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any other present or future applicable Law, or shall seek or consent to or acquiesce in or suffer the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Operating Company, or of all or any substantial part of its properties or of the Project or any interest therein, or (iv) takes any action in furtherance of any action described in this paragraph; or (f) Within 90 days after the commencement of any proceeding against the Operating Company seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any other present or future applicable Law, such proceeding has not been dismissed, or, within 90 days after the appointment, without the consent or acquiescence of the Operating Company, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Operating Company or of all or any substantial part of its properties or of the Project or any interest therein, such appointment has not been vacated or stayed on appeal or otherwise, or, within 90 days after the expiration of any such stay, such appointment has not been vacated.,