Owner Defaults. Except to the extent excused as a result of an event of Force Majeure in accordance with Article XV, the occurrence of one or more of the following events shall constitute a default by Owner under this Agreement (an “Owner Default”), provided that an event of Force Majeure shall not excuse an event described in clause (a), clause (h), or clause (i):
(a) Owner’s failure to pay any undisputed amount due to Distribution Company under this Agreement by the due date, which failure is not cured within ten (10) days after the receipt by Owner of a written demand from Distribution Company that such amount is due and owing and has not been timely paid.
(b) Owner’s failure to satisfy (other than solely as a result of an HQUS Delay) any of the Critical Milestones in clauses (i), (iii), (iv), (v), or (vii) of Section 4.1(a) by the dates set forth therefor, as the same may be extended in accordance with Section 4.1(c), 4.1(d) or 4.1(e).
(c) The failure of the NECEC Transmission Line to be capable of operating at or above 1,040 MW as of the Commercial Operation Date, where Distribution Company has also not agreed in writing to begin transmission service hereunder notwithstanding such operating capability, or to be capable of operating at or above 1,075 MW as of the earlier of the Remediation Date or the end of the Remediation Period.
(d) Owner’s failure to comply in any material respect with the provisions of Section 5.1.1(a)(ii) and, if such failure is susceptible to cure, such failure continues for thirty (30) days after receipt by Owner of written notice thereof from Distribution Company, unless such cure shall reasonably require a longer period, in which case Owner shall be provided an additional thirty (30) days to complete such cure so long as Owner has promptly commenced such cure and thereafter diligently pursues such cure.
(e) A Non-Excused Outage pursuant to which the average Hourly Availability of the NECEC Transmission Line over any calendar month is less than the Minimum Average Availability for such calendar month (whether as a result of a physical condition, legal impediment or otherwise), unless otherwise excused under Section 7.2, occurs and continues for more than ninety (90) consecutive days or more than one hundred twenty (120) days in any twelve (12) month period, provided, however, that if (i) Owner presents to Distribution Company before the end of a Non-Excused Outage that would otherwise constitute an Owner Default under this clause (e), a reque...
Owner Defaults. The following events shall constitute events of default with respect to Owner (each an “Owner’s default”):
9.1.1 If Owner fails to generate and deliver any useful amount of Energy and/or Environmental Attributes after the Commercial Operation Date as contemplated in this Agreement (though it shall not be an Owner's default if the System does not achieve the Estimated Annual Production, but otherwise continues to deliver useful Energy consistent with this Agreement) and (i) if such condition can be cured within thirty (30) days after Utility’s notice of such event and Owner fails to so cure, or (ii) Owner fails to commence and pursue said cure within such thirty (30) day period if a longer cure period is needed ; provided that the Owner provides the Utility with notice of the expected time it will take to cure the breach and such timeframe is not greater than 365 days; or
9.1.2 If Owner is unable to achieve a Commercial Operation Date at the Site within six months of the execution of this Agreement for a Class I system, or twelve months of the execution of this Agreement for a Class II system (“System Delivery Period”);
9.1.3 If Owner files or is adjudged bankrupt or fails to demonstrate the ability to perform under the Agreement, following the filing or adjudication of a bankruptcy proceeding.
Owner Defaults. Each of the following shall constitute an Event of Default by Owner:
(a) The failure of Owner to pay or furnish to Manager any money Owner is required to pay or furnish to Manager in accordance with the terms hereof on the date the same is payable, if such failure is not cured within five (5) days after written notice specifying such failure is given by Manager to Owner. If any sum of money is not paid within five (5) days following the date same becomes due and payable under this Agreement, and Manager has advanced such sum on behalf of Owner, such sum shall bear interest at the Default Rate from the date Manager advanced such sum on behalf of Owner until the date Owner actually pays such sum. If the failure to pay relates to the Management Fee, such sum shall bear interest at the Default Rate from the date due until the date actually paid.
(b) If because of a default under the Mortgage, if any, not caused by the act or omission of Manager, the Mortgage shall be foreclosed, or the Hotel sold in lieu of foreclosure.
(c) If Owner shall apply for or consent to the appointment of a receiver, trustee or liquidator of Owner of all or a substantial part of its assets, or admit in writing its inability to pay its debts as they come due, make a general assignment for the benefit of creditors, take advantage of any insolvency law, or file an answer admitting the material allegations of a petition filed against Owner in any bankruptcy, reorganization or insolvency proceeding, or if an order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor, adjudicating Owner a bankrupt or insolvent or approving a petition seeking reorganization of Owner or appointing a receiver, trustee or liquidator of Owner or of all or a substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of ninety (90) consecutive days.
(d) The filing of a voluntary petition in bankruptcy or insolvency or a petition for liquidation or reorganization under any bankruptcy law by Owner, or Owner shall consent to, acquiesce in, or fail timely to controvert, an involuntary petition in bankruptcy, insolvency or an involuntary petition for liquidation or reorganization filed against it.
(e) The filing against Owner of a petition seeking adjudication of Owner as insolvent or seeking liquidation or reorganization or appointment of a receiver, trustee or liquidator of all or a substantial part o...
Owner Defaults. In case one or more of the following Owner Defaults by the Owner shall occur and be continuing:
(a) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Owner and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days;
(b) the Owner shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Owner or relating to all or substantially all of the Owner’s property;
(c) the Owner shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or
(d) failure by the Owner to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Owner as set forth in this Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Owner by the Servicer or the Servicing Rights Purchaser; then, and in each and every such case, so long as an Owner Default shall not have been remedied, the Servicer or the Servicing Rights Purchaser, by notice in writing to the Owner, may, in addition to whatever rights the Servicer or Servicing Rights Purchaser may have at law or equity to damages, including injunctive relief and specific performance, either (1) terminate this Agreement if any of the Owner Defaults described in clauses (a), (b) or (c) above occurs or (2) terminate its servicing obligations with respect to any Mortgage Loan affected by the occurrence of an Owner Default described in clause (d) above (an “Affected Mortgage Loan”). The Owner agrees to cooperate with the Servicer and Servicing Rights Purchaser and any successor servicer in effecting the termination of the Servicer’s responsibilities and rights hereunder with respect to the Mortgage Loans or any Affected Mortgage Loan, including, without limitat...
Owner Defaults. If OWNER materially breaches its obligations under Article 14 herein or its obligations to share maintenance and repair expenses of the Aircraft as provided herein, LESSEE may cancel this Lease upon not less than thirty (30) days’ written notice, after giving OWNER not less than ten (10) business days’ written notice of the default and an opportunity to cure such default within such ten (10) business day period. At the end of such cancellation notice period, LESSEE shall return the Aircraft in the condition required in Article 7(e) hereof.
Owner Defaults. The occurrence of any one or more of the following events shall constitute an event of default by Owner hereunder (an “Owner Event of Default”):
16.2.1 Owner fails to pay to Operator any payment required under this Agreement that is not in dispute, and such failure continues for thirty (30) Days after receipt of written notice of such failure;
16.2.2 Except as otherwise expressly addressed in this Section 16.2, Owner is in material breach of its obligations or its representations and warranties under this Agreement and such material breach continues uncured for thirty (30) Days after receipt of written notice from Operator, provided that Owner’s cure period may be extended for such breaches not reasonably susceptible to cure within thirty (30) Days and Owner commences to cure such breach within such thirty (30) Day period and thereafter continuously and diligently pursues the cure of the breach to completion;
16.2.3 Owner terminates its existence (except in the case of merger or other corporate reorganization to the extent permitted under the Financing Agreements) or voluntarily commences or acquiesces to bankruptcy, insolvency, reorganization, stay, moratorium or similar debtor-relief proceedings, or shall have become insolvent or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors; or
16.2.4 Insolvency, receivership, reorganization, bankruptcy, or a similar proceeding shall have been commenced against Owner and such proceeding remains undismissed or unstayed for a period of ninety (90) Days.
Owner Defaults. Except to the extent excused as a result of an event of Force Majeure in accordance with Article 16, the occurrence of one or more of the following events shall constitute a default by Owner under this Agreement (an "Owner Default"):
(a) Owner’s failure to pay any amount due to Purchaser under this Agreement by the due date, which failure is not cured within thirty (30) days after the receipt by Owner of a demand from Purchaser that such amount is due and owing and has not been timely paid.
(b) An Owner Delay occurs and the Operation Phase has not commenced by the fifth (5th) anniversary of Owner’s Initial Deadline (which fifth (5th) anniversary shall not be subject to extension for any event of Force Majeure).
(c) Owner’s failure to comply with the provisions of Section 5.1.2(a)(ii).
(d) Owner’s failure to comply with the provisions of Section 5.1.2(a)(iii).
(e) Owner’s failure to comply with the provisions of Section 5.1.2(e).
(f) Owner’s failure to comply with the provisions of Section 5.6; provided that such failure also constitutes a default under any Loan Agreement (or any agreement entered into by Owner with a Financing Party or any equity commitment or similar agreement entered into by any Affiliate of Owner with a Financing Party in connection therewith).
(g) Owner’s failure to comply with the provisions of Section 5.7(a).
(h) A Non-Excused Outage occurs.
(i) Owner’s failure to comply in any material respect with the provisions of Article 17.
(j) Owner’s failure to perform or comply with any of its obligations under this Agreement, other than those described in clauses (a), (b), (c), (d), (e), (f), (g), (h) and (i) above, or under the Letter Agreement, in each case, in any material respect, and, if such failure is susceptible to cure, such failure continues for thirty (30) days after the receipt by Owner of written notice thereof from Purchaser, unless such cure shall reasonably require a longer period, in which case Owner shall be provided such additional period as necessary to complete such cure so long as Owner has promptly commenced such cure and thereafter diligently pursues and completes such cure.
(k) Any representation or warranty made by Owner in this Agreement is false or misleading at the time made and such inaccuracy has a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement, individually or in the aggregate, or on the business, operations or financial condition of Purchaser.
(l) Any Insol...
Owner Defaults. The occurrence of any one or more of the following events shall constitute an event of default by Owner hereunder (an “Owner Event of Default”):
(a) Owner fails to pay to Contractor any required payment which is not in dispute, and such failure continues for fourteen (14) days after receipt of written notice of such failure;
(b) Any representation or warranty of Owner proves to be false or materially misleading when made, unless (i) the fact, circumstance or condition that is the subject of such representation or warranty is made true within thirty (30) days after Contractor has given notice thereof to Owner; provided, however, that if the fact, circumstance or condition that is the subject of such representation or warranty can be corrected but not within such thirty (30) day period and if Owner within such period of thirty (30) days commences, and thereafter diligently proceeds, to correct the fact, circumstance or condition that is the subject of such representation or warranty, such period shall be extended for such further period as shall be necessary for Owner to diligently correct the same, and (ii) such cure removes any adverse effect on Contractor of such fact, circumstance or condition being otherwise than as first represented, or such fact, circumstance or condition being otherwise than as first represented demonstrably does not adversely affect Contractor.
(c) A Bankruptcy Event of Default occurs with respect to Owner; or
(d) Except as otherwise expressly provided for in this Section 12.2, Owner is in breach of any material obligation under this Agreement and such failure continues for thirty (30) days after receipt of written notice from Contractor, provided, however, that if the fact, circumstance or condition that is the cause of the breach can be corrected but not reasonably within such thirty (30) day period and if Owner within such period of thirty
Owner Defaults. Except to the extent excused as a result of an event of Force Majeure in accordance with Article 16, the occurrence of one or more of the following events shall constitute a default by Owner under this Agreement (an "Owner Default"):
(a) Owner's failure to pay any amount due to Purchaser under this Agreement by the due date, which failure is not cured within thirty (30) days after the receipt by Owner of a demand from Purchaser that such amount is due and owing and has not been timely paid.
(b) An Owner Delay occurs and the Operation Phase has not commenced by the fifth (5th) anniversary of Owner's Initial Deadline (which fifth (5th) anniversary shall not be subject to extension for any event of Force Majeure).
(c) Owner's failure to comply with the provisions of Section 5.1.2(a)(ii). 1014917.31-D.C. Server 1A - MSW
(d) Owner's failure to comply with the provisions of Section 5.1.2(a)(iii).
(e) Owner's failure to comply with the provisions of Section 5.1.2(e).
(f) Owner's failure to comply with the provisions of Section 5.6; provided that such failure also constitutes a default under any Loan Agreement (or any agreement entered into by Owner with a Financing Party or any equity commitment or similar agreement entered into by any Affiliate of Owner with a Financing Party in connection therewith).
(g) Owner's failure to comply with the provisions of Section 5.7(a).
(h) A Non-Excused Outage occurs.
(i) Owner's failure to comply in any material respect with the provisions of Article 17.
(j) Owner's failure to perform or comply with any of its obligations under this Agreement, other than those described in clauses (a), (b), (c), (d), (e), (f), (g), (h) and (i) above, or under the Letter Agreement, in each case, in any material respect, and, if such failure is susceptible to cure, such failure continues for thirty (30) days after the receipt by Owner of written notice thereof from Purchaser, unless such cure shall reasonably require a longer period, in which case Owner shall be provided such additional period as necessary to complete such cure so long as Owner has promptly commenced such cure and thereafter diligently pursues and completes such cure.
(k) Any representation or warranty made by Owner in this Agreement is false or misleading at the time made and such inaccuracy has a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement, individually or in the aggregate, or on the business, operations or financial condi...
Owner Defaults. Any one or all of the following events shall constitute a default by Owner:
1. Any materially misleading statement, misrepresentation or warranty of Owner herein or in any other writing at any time furnished by Owner to Agency;
2. Nonperformance when due of any of the obligations of Owner described herein, or failure to perform any Owner obligation or covenant contained herein, including but not limited to failing to preserve and maintain the Improvements as provided in Section 10 above.