Common use of Owner Default Clause in Contracts

Owner Default. Upon the happening of any Event of Default by Owner, Developer shall have the absolute unconditional right, in addition to all other rights and remedies available to Developer at law or in equity, to terminate this Agreement by giving written notice of such termination to Owner. Any one or more of the following events shall constitute an “Event of Default” by Owner under this Agreement: (a) If Owner shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Owner under the provisions of this Agreement, and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Developer to Owner specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Owner commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Owner shall make a general assignment for the benefit of creditors; (c) If any petition shall be filed by or against Owner in any court, pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Owner files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; or (e) If any amounts or sums due by Owner to Developer under this Agreement are not paid when due and such non-payment continues for thirty (30) calendar days after written notice from Developer to Owner specifying the payment Owner has failed to make.

Owner Default. Upon the happening of any Event of Default by Owner, Developer shall have the absolute unconditional right, in addition to all other rights and remedies available to Developer at law or in equity, to terminate this Agreement by giving written notice of such termination to Owner. Any one or more (a) Each of the following events shall constitute is an “Owner Event of Default” by herein: (i) Owner does not pay any invoice amount, or other portion of the Purchase Price, or any other amount owed to Builder, in the correct amount when due; (ii) Any representation or warranty of Owner in the Contract Documents is found to be untrue as of the date it was made in any material respect; (iii) Owner does not perform any of its obligations under this Agreement:; or (aiv) If Owner shall fail Owner: (A) applies for or consents to observeor becomes subject to the appointment of a receiver, perform trustee or comply with any material termliquidator of itself, covenantor of all or substantially all of its assets, agreement or condition of this Agreement which is to be observed, performed or complied with by Owner under the provisions of this Agreement, and such failure shall continue uncured for thirty (30B) calendar days after the giving of written notice thereof by Developer to Owner specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Owner commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Owner shall make makes a general assignment for the benefit of creditors, (C) becomes or is adjudicated insolvent, (D) commences or becomes subject to any proceeding under the bankruptcy laws or any other insolvency or debtor’s relief law of any jurisdiction and such proceeding, if not voluntarily commenced by Owner, is not dismissed within sixty (60) days after it is commenced, (E) shall fail to pay its debts generally as they become due, (F) merges into or consolidates with any entity and is not the surviving entity, (vii) dissolves or liquidates, (G) becomes the subject of any dissolution or liquidation proceeding and any such proceeding, if not voluntarily commenced, is not dismissed within sixty (60) days after it is commenced, or (H) commences, agrees to or is or becomes subject to any action taken for the purpose of effectuating any of the foregoing. (b) On the occurrence of an Owner Event of Default, Builder may stop all Work. Unless it is determined that an Owner Event of Default had not occurred, demobilization and remobilization expenses incurred by Builder shall be paid by Owner. If (i) an Owner Event of Default for nonpayment continues for [*] after Builder notifies Owner in writing that Owner is in default for that reason; (ii) a default consisting of the Owner’s nonperformance of any of its other obligations continues for [*] after Builder notifies Owner in writing that Owner is in default for that reason, or (iii) any other Owner Event of Default occurs: (A) All amounts then due and owing from Owner to that point of construction, shall be paid immediately by Owner, together with interest on the unpaid amount since it became due at the rate of [*]; (cB) If any petition shall be filed by or against Owner in any court, pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Owner files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; or (e) If any All other amounts or sums due owed by Owner to Developer Builder under this Agreement are not paid when due Agreement, Change Orders, and such non-payment continues for thirty (30) calendar days after written notice from Developer otherwise shall be calculated by Builder and an invoice therefor shall be given to Owner specifying in the manner provided for notice in Section 39. Owner shall pay all such amounts, including interest thereon, at the rate of [*] from the date such invoice is delivered, until paid. (C) If the Vessel can be floated, and if the Vessel has not been launched, Builder may launch it and remove it from the Shipyard and retain possession of the Vessel pending receipt of the amounts due as specified in Sections 24(b)(A) and 24(b)(B). During and after the launch, Owner shall bear all risk of loss of or damage to the Vessel and the property thereon, provided that Builder shall, at all times while Builder retains possession of the Vessel, continue to insure the Vessel in accordance with the terms of this Agreement. The payment of monies due as specified in Sections 24(b)(A) and 24(b)(B), launching of the Vessel and delivery of the incomplete Vessel to Owner has failed shall terminate this Agreement which, except for Builder’s warranties, and Owner’s indemnification obligations, shall then be of no further force or effect as between the parties. (D) If the Vessel cannot be launched or floated, Builder may, but is not required to, continue construction of the Vessel or take other steps that it determines, in its sole discretion, are appropriate to makeenable it to launch or otherwise store the Vessel, the actual cost of which shall be damages recoverable from Owner. (E) If Owner fails to pay all amounts, including invoice amounts, owed to the Builder after six (6) months after the occurrence of an Event of Default and the Vessel then occupies space at the Shipyard or at a dock owned or leased by Builder or an affiliate thereof, Builder may sell the Vessel to the highest bidder at public auction and collect moneys owed pursuant to this Agreement and any and all costs of storing, insuring and selling the Vessel, including possible movement or dismantling costs. Any proceeds remaining from such sale after satisfaction of all amounts due to Builder hereunder shall be remitted to Owner to the extent of amounts paid by Owner to Builder hereunder.

Owner Default. Upon the happening of any Event of Default by Owner, Developer shall have the absolute unconditional right, in addition to all other rights and remedies available to Developer at law or in equity, to terminate this Agreement by giving written notice of such termination to Owner. Any one or more Each of the following events shall constitute an “Event of Default” a default by Owner under this Agreementhereunder except, if and to the extent excused by, a Force Majeure event, or the fault, action or inaction of Operator: (a) If 12.1.1 The failure by Owner to fulfill any of its material obligations hereunder following receipt of written notice thereof from Operator, unless Owner shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Owner under have cured the provisions of this Agreement, and such failure shall continue uncured for same within thirty (30) calendar days after from the giving date of written receipt of such notice thereof by Developer or within such longer period as may be reasonably required to Owner specifying cure such failure given the nature of thereof, provided that Owner proceeds and continues with diligence to correct such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Owner commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. 12.1.2 Owner (bi) If Owner shall make a commences any insolvency proceedings with respect to itself, or (ii) makes any general assignment for the benefit of its creditors;, or generally fails to pay, or admits in writing its inability to pay, its debts as they become due or takes any action to effectuate or authorize any of the foregoing actions. (c) If any petition shall be 12.1.3 Any involuntary insolvency proceedings are commenced or filed by or against Owner or any writ, judgment, warrant, or attachment, execution or similar process is issued or levied against all or a substantial part of Owner's properties, and any such involuntary insolvency proceedings shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not have been released, vacated or fully bonded within sixty (60) days after commencement, filing or levy, or (i) any court of competent jurisdiction shall issue a decree for relief in any court, pursuant to any statute such case; (ii) Owner admits the material allegations of the United States or of any State, petition against it in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement insolvency proceeding or an order for relief is ordered in such insolvency proceedings, and ; or (iii) Owner files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, the appointment of a receiver, trustee, liquidator custodian, conservator, liquidator, mortgagee in possession (or agent thereof) or other similar court- appointed agent be appointed person for all itself or a substantial portion of the property its properties or assets business. 12.1.4 The failure of Developer, and same shall not be discharged Owner to make any undisputed payment due Operator herein within thirty (30) calendar days after of the due date. Failure to make any such appointment; or (e) If any amounts or sums due payment shall not be excused by Owner to Developer under this Agreement are not paid when due and such non-payment continues for thirty (30) calendar days after written notice from Developer to Owner specifying the payment Owner has failed to makeForce Majeure events.

Owner Default. Upon the happening (a) The occurrence of any Event of Default by Owner, Developer shall have the absolute unconditional right, in addition to all other rights and remedies available to Developer at law or in equity, to terminate this Agreement by giving written notice of such termination to Owner. Any one or more of the following events matters shall constitute an “Event of Default” a default by Owner under this Agreement:Agreement (an “Owner Default”): (ai) If Owner shall fail becomes insolvent or generally fails to observepay, perform or comply with any material termadmits in writing its inability or unwillingness to pay, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Owner under the provisions of this Agreement, and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Developer to Owner specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Owner commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice.its debts as they become due; (bii) If Owner shall make makes a general assignment for the benefit of its creditors; (ciii) If any petition Owner shall be filed by commence or against Owner in any court, pursuant consent to any statute of the United States case, proceeding or of any State, in any bankruptcy, other action (a) seeking reorganization, dissolutionarrangement, adjustment, liquidation, compositiondissolution or composition of Owner or of Owner’s debts under any Law relating to bankruptcy, extensioninsolvency, arrangement reorganization or insolvency proceedingsrelief of debts, and or (b) seeking appointment of a receiver, trustee or similar official for Owner files, consents to or directly for all or indirectly acquiesces to such petitionany part of Owner’s property; (div) Ifany case, in proceeding or other action against Owner shall be commenced (a) seeking to have an order for relief entered against Owner as debtor, (b) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or Owner’s debts under any proceedingLaw relating to bankruptcy, insolvency, reorganization or relief of debtors, or (c) seeking appointment of a receiver, trustee, liquidator or similar court- appointed agent be appointed official for Owner or for all or a substantial portion any part of the property Owner’s property; and such case, proceeding or assets of Developer, and same shall action is not be discharged dismissed within thirty sixty (3060) calendar days after such appointment; orthereafter; (ev) If any amounts representation or sums due by warranty of Owner contained in Article 15 of this Agreement shall prove to Developer be materially false or intentionally misleading at the time such representation or warranty is made; (vi) Owner assigns, conveys or transfers this Agreement or any interest herein in manner not permitted under Section 20.3; (vii) Owner fails to pay to Supplier any payment required under this Agreement are which is not paid when due subject to a good faith dispute by Owner, and such non-payment failure continues for thirty (30) calendar days after receipt of written notice of such failure; or (viii) Except as otherwise expressly provided for in this Section 16.2, Owner is in breach of any of its material obligations under this Agreement, and such breach continues for thirty (30) days after Owner’s receipt of written notice thereof from Developer Supplier; provided, however, if such breach cannot with due diligence be remedied by Owner within such thirty (30) day period, and Owner shall have diligently prosecuted the remedying of such breach within such thirty (30) days, such period shall be extended by an additional sixty (60) days. (b) Upon the occurrence of an Owner’s Default, Supplier may (i) proceed against Owner in accordance with Article 18, (ii) suspend its performance of the Work, and/or (iii) terminate this Agreement. If this Agreement is so terminated by Supplier for an Owner Default, Supplier, as its sole and exclusive remedy hereunder (but solely with respect to the claim giving rise to the termination and without limitation of any indemnification obligations of Owner specifying under this Agreement), shall be entitled to receive a termination payment calculated in accordance with Section 16.4 (c) The exercise of the payment right of Supplier to terminate this Agreement as provided in Section 16.2 does not preclude Supplier from exercising other remedies that are provided herein or are available at law or in equity (subject to the exclusive remedies set forth in this Agreement and the limitation on double recovery against Owner has failed for the same harm). Except as provided in the last sentence of Section 16.2(b), no termination of this Agreement shall constitute a waiver, release or estoppel by Supplier of any right, action or cause of action it may have against Owner. Except as otherwise set forth in this Agreement, Supplier’s exercise of, or failure to makeexercise, one or more of its remedies shall not limit or preclude the exercise of, or constitute a waiver of, other remedies by Supplier.

Owner Default. Upon 15.4.1 For the happening purposes of this Agreement, any Event of Default by Owner, Developer shall have the absolute unconditional right, in addition to all other rights and remedies available to Developer at law or in equity, to terminate this Agreement by giving written notice of such termination to Owner. Any one or more of the following events shall constitute is an “Event of Owner Default” by Owner under this Agreement”: (a) If Owner shall fail fails to observe, perform or comply with pay Contractor any material term, covenant, agreement or condition of amount due under this Agreement which that is to be observed, performed or complied with by Owner under not the provisions subject of this Agreementa bona fide dispute, and such failure shall continue uncured continues unremedied for thirty (30) calendar days [*] Days after the giving of written notice thereof by Developer Contractor to Owner specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Owner commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice.Owner; (b) If Owner, without Contractor’s consent, fails to perform any of its other obligations hereunder; (c) Owner shall commence a voluntary case under any chapter of the Federal Bankruptcy Code, or shall consent to (or fail to controvert in a timely manner) the commencement of an involuntary case against Owner under such Code; (d) Owner shall institute proceedings for liquidation, rehabilitation, readjustment or composition (or for any related or similar purpose) under any law other than the Federal Bankruptcy Code, or shall consent to (or fail to controvert in a timely manner) the institution of any such proceedings against Owner; (e) Owner shall be insolvent (within the meaning of any applicable law), or shall be unable, or shall admit in writing its inability, to pay its debts generally as they come due, or shall make a general an assignment for the benefit of creditorscreditors or enter into any arrangement for the adjustment or composition of debts or claims; (f) A court or other governmental authority or agency having jurisdiction in the premises shall enter a decree or order (i) for the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of Owner or of any part of the property of such person or for the winding-up or liquidation of the affairs of such person, and such decree or order shall remain in force undischarged and unstayed for a period of more than [*] Days, or (ii) for the sequestration or attachment of any property of Owner without its unconditional return to the possession of such person, or its unconditional release from such sequestration or attachment, within [*] Days thereafter; (g) A court having jurisdiction in the premises shall enter an order for relief in an involuntary case commenced against Owner under the Federal Bankruptcy Code, and such order shall remain in force undischarged and unstayed for a period of more than [*] Days; (h) A court or other governmental authority or agency having jurisdiction in the premises shall enter a decree or order approving or acknowledging as properly filed or commenced against Owner a petition or proceedings for liquidation, rehabilitation, readjustment or composition (or for any related or similar purpose) under any law other than the Federal Bankruptcy Code, and any such decree or order shall remain in force undischarged and unstayed for a period of more than [*] Days; or (i) Owner shall take corporate action for the purpose or with the effect of authorizing, acknowledging or confirming the taking or existence of any action or condition specified in paragraphs (c), (d) or (e) of this Section 15.4.1. 15.4.2 Notwithstanding anything herein to the contrary, if Contractor claims that an Owner Default of the nature described in Section 15.4.1 (excluding Owner defaults of the nature described in paragraph (a) of Section 15.4.1) has occurred and is continuing, Owner shall have [*] Days (notwithstanding the provisions of Section 17) after its receipt of notice from Contractor of such Owner Default to perform the following: (a) Correct such Owner Default, or, if such Owner Default is not correctable within such [*] Day period, to submit to Contractor for its approval, which approval shall not be unreasonably withheld, a plan and timetable for correcting such Owner Default. If such Default is not corrected within such time, or any extended time approved by Contractor, Contractor’s remedies provided for herein shall thereupon be fully available; or (b) Give Contractor notice that Owner disputes that such Owner Default has occurred and is continuing and that Owner is submitting the matter to the dispute resolution in accordance with the provisions of Section 17. If dispute resolution is so sought, Owner shall not be deemed in default until the matter has been determined finally determined as set out under the provisions of Section 17; or (c) If any petition shall be filed by or against With respect to an Owner Default of the nature described in any courtSections 15.4.1(c) through 15.4.1(i), Owner, pursuant to any statute of the United States or of any StateSection 19, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Owner files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; or (e) If any amounts or sums due by Owner to Developer under assigns this Agreement to the surety or sureties that are not paid when due and such non-payment continues for thirty (30) calendar days after written notice from Developer to Owner specifying underwriting the payment Owner has failed to makeReclamation Bond or the RRC.

Owner Default. Upon Owner shall be deemed to be in default under this Agreement, upon the happening occurrence or happening, at any time and from time to time, of any Event of Default by Owner, Developer shall have the absolute unconditional right, in addition to all other rights and remedies available to Developer at law or in equity, to terminate this Agreement by giving written notice of such termination to Owner. Any one or more of the following events shall constitute an “Event of Default” by Owner under this Agreementfollowing: (a) If Owner shall fail Any liquidated sum of money owed to observe, perform or comply with any material term, covenant, agreement or condition Pavilion pursuant to the terms of this Agreement which is to be observed, performed or complied with not paid by Owner under in full when the provisions of this Agreement, same shall become due and payable and such failure shall continue uncured continues for thirty a period of five (305) calendar days after the giving of written Pavilion has given Owner notice thereof by Developer to Owner specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Owner commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such noticethereof. (b) If Owner fails to perform and discharge, as and when called for, any other agreement or obligation imposed upon Owner pursuant to the terms of this Agreement and (i) the failure, refusal or neglect to perform and discharge such agreement or obligation continues for a period of fifteen (15) days after Owner has been given notice thereof or (ii) if by reason of the nature of such agreement or obligation the same cannot be remedied within such fifteen (15) day period, (x) performance and discharge of such agreement or obligation is not commenced within such fifteen (15) day period, (y) the performance and discharge of such agreement or obligation is not diligently and continuously prosecuted or (z) such agreement or obligation is not fully performed or discharged within forty-five (45) days after Owner has been given notice thereof. (c) Any statement, representation or warranty made by Owner under or pursuant to this Agreement shall be false or misleading in any material respect. (d) Owner shall (i) voluntarily be adjudicated a bankrupt or insolvent, (ii) procure, permit or suffer the voluntary appointment of a receiver, trustee or liquidator for itself or for all or any part of its property, (iii) file any petition seeking a discharge, rearrangement or reorganization of its debts pursuant to the bankruptcy laws or any other debtor relief laws of the United States or any state or any other competent jurisdiction, (iv) make a general assignment for the benefit of creditors;its creditors or (v) admit in writing its inability to pay its debts as they mature. (ci) If any Any petition shall be is filed by or against Owner in seeking to rearrange, reorganize or extinguish its debts under the provisions of any court, pursuant to bankruptcy or any statute other debtor relief laws of the United States or any state or any other competent jurisdiction and, if such petition is an involuntary petition filed against Owner, such petition is not discharged within a period of any Statesixty (60) days, in any bankruptcyor (ii) a court of competent jurisdiction enters an order, reorganizationjudgment or decree appointing, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Owner files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceedingwithout the consent of Owner, a receiverreceiver or trustee for it, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion any part of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; or (e) If any amounts or sums due by Owner to Developer under this Agreement are not paid when due and such non-payment continues for thirty (30) calendar days after written notice from Developer to Owner specifying the payment Owner has failed to makeits property.

Owner Default. Upon the happening (a) The occurrence of any Event of Default by Owner, Developer shall have the absolute unconditional right, in addition to all other rights and remedies available to Developer at law or in equity, to terminate this Agreement by giving written notice of such termination to Owner. Any one or more of the following events matters shall constitute an “Event of Default” a default by Owner under this Agreement:Agreement (an “Owner Default”): (ai) If Owner shall fail becomes insolvent or generally fails to observepay, perform or comply with any material termadmits in writing its inability or unwillingness to pay, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Owner under the provisions of this Agreement, and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Developer to Owner specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Owner commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice.its debts as they become due; (bii) If Owner shall make makes a general assignment for the benefit of its creditors; (ciii) If any petition Owner shall be filed by commence or against Owner in any court, pursuant consent to any statute of the United States case, proceeding or of any State, in any bankruptcy, other action (a) seeking reorganization, dissolutionarrangement, adjustment, liquidation, compositiondissolution or composition of Owner or of Owner’s debts under any Applicable Law relating to bankruptcy, extensioninsolvency, arrangement reorganization or insolvency proceedingsrelief of debts, and or (b) seeking appointment of a receiver, trustee or similar official for Owner files, consents to or directly for all or indirectly acquiesces to such petitionany part of Owner’s property; (div) Ifany case, in proceeding or other action against Owner shall be commenced (a) seeking to have an order for relief entered against Owner as debtor, (b) seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Owner or Owner’s debts under any proceedingApplicable Law relating to bankruptcy, insolvency, reorganization or relief of debtors, or (c) seeking appointment of a receiver, trustee, liquidator or similar court- appointed agent be appointed official for Owner or for all or a substantial portion any part of the property Owner’s property; and such case, proceeding or assets of Developer, and same shall action is not be discharged dismissed within thirty sixty (3060) calendar days after such appointment; orthereafter; (ev) If Owner fails to pay to Contractor any amounts or sums due by Owner to Developer payment required under this Agreement are which is not paid when due subject to a good faith dispute by Owner or which Owner is not entitled to withhold payment in accordance with this Agreement, and such non-payment failure continues for thirty (30) calendar days after receipt of written notice from Developer of such failure; or (vi) An “Owner Default” under the Power Island Supply Agreement occurs which is due to any breach by Owner specifying of the payment Retained Obligations or, to the extent allocable to Owner, the Shared Obligations (provided that no additional cure period beyond what is provided in the Power Island Supply Agreement will apply to this Owner has failed Default). (b) Upon the occurrence of an Owner’s Default, Contractor may (i) suspend its performance of the Work, or (ii) terminate this Agreement. If this Agreement is so terminated by Contractor for an Owner’s Default, Contractor, as its sole and exclusive remedy hereunder, shall be entitled to makereceive amounts calculated in accordance with Section 16.4.

Owner Default. Upon the happening of any Event of Default by Owner, Developer shall have the absolute unconditional right, in addition to all other rights and remedies available to Developer at law or in equity, to terminate this Agreement by giving written notice of such termination to Owner. Any one or more of the following events shall constitute an “Event of Default” by Owner under this Agreement: (a) If Owner shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Owner under the provisions of this Agreement, and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Developer to Owner specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Owner commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Owner shall make a general assignment for the benefit of creditors; (c) If any petition shall be filed by or against Owner in any court, pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Owner files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion of the property or assets of DeveloperOwner, and same shall not be discharged within thirty (30) calendar days after such appointment; or (e) If any amounts or sums due by Owner to Developer under this Agreement are not paid when due and such non-payment continues for thirty (30) calendar days after written notice from Developer to Owner specifying the payment Owner has failed to make.