Owner Events of Default. The following shall constitute events of default on the part of Owner (each, an “Owner Event of Default”) under this Agreement: (i) Owner fails to make any undisputed payment required hereunder within thirty (30) days after written notice thereof from O&M Contractor; (ii) any representation or warranty of Owner in this Agreement proves to have been false or misleading in any material respect when made, and Owner has not, within thirty (30) days after written notification thereof from O&M Contractor, either fully remedied, or commenced and diligently pursued the remedy of, all adverse impacts on O&M Contractor resulting therefrom; provided that such thirty (30) day period may be extended to sixty (60) days; provided, further, that Owner has commenced and is at all times diligently pursuing such remedy; (iii) Owner (A) files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization, or similar law, or has any such petition filed or commenced against it, (B) has a petition filed or commenced against it for a proceeding or cause of action under any bankruptcy, insolvency, reorganization, or similar law and such petition is not dismissed within sixty (60) days of its filing, (C) makes an assignment or any general arrangement for the benefit of creditors, (D) otherwise becomes bankrupt or insolvent (however evidenced), (E) has a liquidator, administrator, receiver, trustee, conservator, or similar official appointed with respect to it or any substantial portion of its property or assets, or (F) is generally unable to pay its debts as they fall due; or (iv) Owner fails to comply with any material provision of this Agreement not otherwise set forth as an Owner Event of Default in this Section 9.2(a) and fails to cure or remedy such failure within thirty (30) days after notice and a written demand is made by O&M Contractor to Owner to cure the same or, if such failure cannot be cured within thirty (30) days, Owner fails to commence to cure such breach within thirty (30) days after such notice and written demand and thereafter diligently pursue such cure to completion, which cure shall in no event be later than sixty (60) days after such notice.
Appears in 6 contracts
Samples: Operation and Maintenance Agreement, Operation and Maintenance Agreement, Operation and Maintenance Agreement
Owner Events of Default. The occurrence of any one or more of the following shall constitute events of default on the part of Owner (each, an “Owner OWNER Event of Default”) Default under this Agreement:
(ia) Owner fails Failure of OWNER to make any undisputed payment required hereunder under this Agreement, which failure is not cured within thirty (30) days after written receipt of notice thereof of such failure from O&M Contractor;CONTRACTOR.
(iib) Failure of OWNER to comply in any material respect with any material covenant, obligation or condition of this Agreement other than covenants, obligations or conditions which result in a default under subsections (a) above, which failure is not cured within thirty (30) days after receipt of notice of such failure; provided, however that if such breach is one that cannot be cured in thirty (30) days with the exercise of reasonable diligence, such failure shall not result in an OWNER Event of Default if OWNER is diligently proceeding to cure such failure; and provided, further, that such extended cure period shall not exceed ninety (90) days without the written consent of CONTRACTOR.
(c) OWNER voluntarily commences 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.
(d) Insolvency, receivership, reorganization, bankruptcy, or similar proceedings shall have been commenced against OWNER and such proceedings remain undismissed or unstayed for a period of ninety (90) days.
(e) Any representation or warranty of Owner in this Agreement proves to have been by OWNER is false or misleading in any material respect when made, and Owner has notwhich is not cured, within thirty (30) days after written notification thereof from O&M Contractor, either fully or the adverse effects of which are not remedied, or commenced and diligently pursued the remedy of, all adverse impacts on O&M Contractor resulting therefrom; provided that such thirty (30) day period may be extended to sixty (60) days; provided, further, that Owner has commenced and is at all times diligently pursuing such remedy;
(iii) Owner (A) files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization, or similar law, or has any such petition filed or commenced against it, (B) has a petition filed or commenced against it for a proceeding or cause of action under any bankruptcy, insolvency, reorganization, or similar law and such petition is not dismissed within sixty (60) days after receipt of its filing, (C) makes an assignment or any general arrangement for the benefit of creditors, (D) otherwise becomes bankrupt or insolvent (however evidenced), (E) has a liquidator, administrator, receiver, trustee, conservator, or similar official appointed with respect to it or any substantial portion of its property or assets, or (F) is generally unable to pay its debts as they fall due; ornotice thereof from CONTRACTOR.
(ivf) Owner fails Failure by OWNER to comply with any material provision of this Agreement not otherwise set forth as an Owner Event of Default in this Section 9.2(a) and fails to cure maintain the insurance coverages required by Article XV or remedy such failure within thirty (30) days after notice and a written demand is made by O&M Contractor to Owner to cure the same or, if such failure cannot be cured within thirty (30) days, Owner fails to commence to cure such breach within thirty (30) days after such notice and written demand and thereafter diligently pursue such cure to completion, which cure shall in no event be later than sixty (60) days after such noticeExhibit XIII.
Appears in 3 contracts
Samples: Procurement and Construction Contract (Nevada Geothermal Power Inc), Procurement and Construction Contract (Nevada Geothermal Power Inc), Procurement and Construction Contract (Nevada Geothermal Power Inc)
Owner Events of Default. The following shall constitute events of default on the part of Owner (each, an “Owner Event of Default”) under this Agreement:
(ia) If Owner fails to make any undisputed payment required hereunder within thirty (30) days after written notice thereof from O&M Contractor;
(iib) If any representation or warranty of Owner in this Agreement proves to have been false or misleading in any material respect when made, and Owner has not, within thirty (30) days after written notification thereof from O&M Contractor, either fully remedied, or commenced and diligently pursued the remedy of, all adverse impacts on O&M Contractor resulting therefrom; provided that such thirty (30) day period may be extended to by sixty (60) days; provided, further, that days so long as Owner has commenced and is at all times diligently pursuing such remedy;
(iiic) If Owner makes a general assignment for the benefit of its creditors (A) except as permitted pursuant to Section 13.2), or if a receiver is appointed on account of the insolvency of Owner, or if Owner files a petition or otherwise commences, authorizes, or acquiesces in the commencement seeking to take advantage of a proceeding or cause of action under any other Law relating to bankruptcy, insolvency, reorganization, winding up or similar lawcomposition of or readjustment of debts and, or has in the case of any such petition filed or commenced proceeding instituted against it, Owner (Bbut not by Owner) has a petition filed or commenced against it for a such proceeding or cause of action under any bankruptcy, insolvency, reorganization, or similar law and such petition is not dismissed within sixty (60) days of its such filing, (C) makes an assignment or any general arrangement for the benefit of creditors, (D) otherwise becomes bankrupt or insolvent (however evidenced), (E) has a liquidator, administrator, receiver, trustee, conservator, or similar official appointed with respect to it or any substantial portion of its property or assets, or (F) is generally unable to pay its debts as they fall due; or
(ivd) If Owner fails to comply with any material provision of this Agreement not otherwise set forth as an Owner Event of Default in this Section 9.2(a) 12.1 and fails to cure or remedy such failure within thirty (30) days after notice and a written demand is made by O&M Contractor to Owner to cure the same or, if such failure cannot be cured within thirty (30) days, Owner fails to commence to cure such breach within thirty (30) days after such notice and written demand and thereafter diligently pursue such cure to completion, which cure shall in no event be later than sixty (60) days after such notice.
Appears in 2 contracts
Samples: Engineering, Procurement and Construction Agreement, Engineering, Procurement and Construction Agreement (VivoPower International PLC)
Owner Events of Default. The occurrence of any one or more of the following shall constitute events of default on the part of Owner (each, an “Owner OWNER Event of Default”) Default under this Agreement:
(ia) Owner fails Failure of OWNER to make any undisputed payment required hereunder under this Agreement, which failure is not cured within thirty (30) days after written receipt of notice thereof of such failure from O&M Contractor;CONTRACTOR.
(iib) Failure of OWNER to comply in any material respect with any material covenant, obligation or condition of this Agreement other than covenants, obligations or conditions which result in a default under subsections (a) above, which failure is not cured within thirty (30) days after receipt of notice of such failure; provided, however that if such breach is one that cannot be cured in thirty (30) days with the exercise of reasonable diligence, such failure shall not result in an OWNER Event of Default if OWNER is diligently proceeding to cure such failure; and provided, further, that such extended cure period shall not exceed ninety (90) days without the written consent of CONTRACTOR. SD\624074.9
(c) OWNER voluntarily commences 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.
(d) Insolvency, receivership, reorganization, bankruptcy, or similar proceedings shall have been commenced against OWNER and such proceedings remain undismissed or unstayed for a period of ninety (90) days.
(e) Any representation or warranty of Owner in this Agreement proves to have been by OWNER is false or misleading in any material respect when made, and Owner has notwhich is not cured, within thirty (30) days after written notification thereof from O&M Contractor, either fully or the adverse effects of which are not remedied, or commenced and diligently pursued the remedy of, all adverse impacts on O&M Contractor resulting therefrom; provided that such thirty (30) day period may be extended to sixty (60) days; provided, further, that Owner has commenced and is at all times diligently pursuing such remedy;
(iii) Owner (A) files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization, or similar law, or has any such petition filed or commenced against it, (B) has a petition filed or commenced against it for a proceeding or cause of action under any bankruptcy, insolvency, reorganization, or similar law and such petition is not dismissed within sixty (60) days after receipt of its filing, (C) makes an assignment or any general arrangement for the benefit of creditors, (D) otherwise becomes bankrupt or insolvent (however evidenced), (E) has a liquidator, administrator, receiver, trustee, conservator, or similar official appointed with respect to it or any substantial portion of its property or assets, or (F) is generally unable to pay its debts as they fall due; ornotice thereof from CONTRACTOR.
(ivf) Owner fails Failure by OWNER to comply with any material provision of this Agreement not otherwise set forth as an Owner Event of Default in this Section 9.2(a) and fails to cure or remedy such failure within thirty (30) days after notice and a written demand is made maintain the insurance coverages required by O&M Contractor to Owner to cure the same or, if such failure cannot be cured within thirty (30) days, Owner fails to commence to cure such breach within thirty (30) days after such notice and written demand and thereafter diligently pursue such cure to completion, which cure shall in no event be later than sixty (60) days after such noticeArticle 15.
Appears in 1 contract
Samples: Engineering, Procurement and Construction Contract (Nevada Geothermal Power Inc)
Owner Events of Default. The following shall constitute events of default on the part of Owner (each, an “An "Owner Event of Default”) " will exist under this AgreementContract if:
(ia) Owner fails to make transfer to Contractor or its Affiliates any undisputed payment required hereunder customer payments for the sale of the Xxxxx Product sent to Owner that (i) are owed to Contractor or its Affiliates under any Contract Document or (ii) are subject to the accounting of Owner or its Affiliates under any Contract Document within thirty two (302) days after written notice thereof from O&M ContractorBusiness Days of receipt of such payments by Owner;
(ii) any representation or warranty of Owner in this Agreement proves to have been false or misleading in any material respect when made, and Owner has not, within thirty (30) days after written notification thereof from O&M Contractor, either fully remedied, or commenced and diligently pursued the remedy of, all adverse impacts on O&M Contractor resulting therefrom; provided that such thirty (30) day period may be extended to sixty (60) days; provided, further, that Owner has commenced and is at all times diligently pursuing such remedy;
(iii) Owner (A) files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization, or similar law, or has any such petition filed or commenced against it, (B) has a petition filed or commenced against it for a proceeding or cause of action under any bankruptcy, insolvency, reorganization, or similar law and such petition is not dismissed within sixty (60) days of its filing, (C) makes an assignment or any general arrangement for the benefit of creditors, (D) otherwise becomes bankrupt or insolvent (however evidenced), (E) has a liquidator, administrator, receiver, trustee, conservator, or similar official appointed with respect to it or any substantial portion of its property or assets, or (F) is generally unable to pay its debts as they fall due; or
(ivb) Owner fails to comply with any material provision term of this Agreement not otherwise set forth as an any Contract Document (except for a default described under Section 18.1(a)), and that noncompliance continues for thirty (30) days after the first date that Contractor notifies Owner Event in writing of Default in this Section 9.2(aits noncompliance;
(c) and any Obligor (other than Owner) fails to cure comply with any material term of any Contract Document, and that noncompliance continues for thirty (30) days after the first date that Contractor notifies the Obligor in writing of its noncompliance;
(d) Owner (i) executes an assignment for the benefit of its creditors, (ii) becomes or remedy such failure is adjudicated bankrupt or insolvent, (iii) admits in writing its inability to pay its debts generally as they become due, (iv) applies for or consents to the appointment of a conservator, receiver, trustee, or liquidator of Owner or of all or any substantial part of its assets, (v) files a voluntary petition seeking reorganization or an arrangement with creditors or to seek any other relief under any Debtor Relief Laws, (vi) files an answer admitting the material allegations of or consenting to, or defaults in, a petition filed against it in any proceeding under any Debtor Relief Laws, or (vii) institutes or voluntarily becomes a party to any other judicial proceedings intended to effect a discharge of its debts, in whole or in part, or seeking to postpone the maturity or the collection of any of its debts or to suspend any of the rights of Contractor or any of its Affiliates under any of the Contact Documents;
(e) any Person files a petition seeking reorganization of Owner or appointing a conservator, receiver, trustee or liquidator of Owner or of a substantial part of its assets and the petition is not discharged within ninety (90) days after its filing;
(f) a court of competent jurisdiction enters an order, judgment or decree approving the reorganization of Owner or appointing a conservator, receiver, trustee or liquidator of Owner or of a substantial part of its assets, and the order, judgment or decree is not permanently stayed or reversed within sixty (60) days after its entry;
(g) any certification or representation of Owner or any other party (other than Contractor) in any Contract Document is determined by Contractor to have been false when made or deemed made and has a Material Adverse Effect;
(h) any federal tax Lien or any other Liens totaling $100,000 or more arise of record against Owner, the Facility or the Site and are not fully bonded or discharged within thirty (30) days after Owner receives actual or constructive notice of their filing unless (i) Owner is contesting the Lien(s) in good faith through appropriate proceedings timely filed and diligently prosecuted and against which Owner maintains adequate reserves in accordance with GAAP and (ii) all such Liens are fully bonded or discharged within sixty (60) days after Owner receives actual or constructive notice of their filing;
(i) a written demand judgment for more than $100,000 (or for any amount if the execution and enforcement of that judgment could reasonably be expected to have a Material Adverse Effect) is made by O&M Contractor to entered against Owner to cure the same orand not appealed and bonded or fully stayed, if such failure cannot be cured within thirty (30) daysvacated, Owner fails to commence to cure such breach paid or discharged within thirty (30) days after such notice of its entry unless the judgment relates to a claim (i) that is fully covered by insurance and written demand for which the insurance company has unconditionally accepted liability or (ii) for which Owner maintains adequate reserves in accordance with GAAP;
(j) Owner, any other Obligor or any of their respective Affiliates, officers, directors or members assert or allege that (i) any Contract Document is void, voidable, unenforceable or has otherwise ceased to be in full force and thereafter diligently pursue such cure effect (except in accordance with its terms), (ii) Owner or any other Obligor is not bound by the Contract Documents in accordance with their terms, or (iii) any Lien contemplated by any of the Security Documents is void, voidable, unenforceable or has ceased to completionbe perfected and/or to have the priority required by this Contract;
(k) Owner fails to document to the satisfaction of Contractor, which cure shall in no event be later than sixty within ten (6010) days after such notice.of Closing, that any Lien on the Collateral (other than Permitted Encumbrances and Liens in favor of Contractor) have been released or fully subordinated to Contractor;
(1) a Change of Control occurs; or
Appears in 1 contract
Samples: Construction and Funding Contract (Blue Dolphin Energy Co)
Owner Events of Default. The following Owner shall constitute events be in default of default on the part of Owner its obligations under this Contract (each, an a “Owner Event of Default”) under this Agreement:
upon: (i) the occurrence of any one or more events or conditions referred to in paragraph (a) below, (ii) *** from the commencement of any one or more of the proceedings referred to in paragraph (b) below, unless the petition commencing the proceeding is timely controverted and the proceedings dismissed or effectively stayed within that time, or (iii) upon the occurrence of the event or condition set forth in paragraph (c) below and continuation thereof for *** following delivery to Owner of a Notice from Contractor to cure such event or condition and, except for a default by Owner in payment of sums due to Contractor from Owner in which case Owner shall be in default if payment, including late payment interest, is not made within *** from the date of Notice from Contractor, Owner fails to make any undisputed payment required hereunder within thirty commence and diligently pursue a cure thereof and thereafter until the earliest date on which such cure can be completed (30) days after written notice thereof from O&M Contractor;provided a cure can be reasonably and timely completed):
(ii) any representation or warranty of Owner in this Agreement proves to have been false or misleading in any material respect when made, and Owner has not, within thirty (30) days after written notification thereof from O&M Contractor, either fully remedied, or commenced and diligently pursued the remedy of, all adverse impacts on O&M Contractor resulting therefrom; provided that such thirty (30) day period may be extended to sixty (60) days; provided, further, that Owner has commenced and is at all times diligently pursuing such remedy;
(iiia) Owner (A) files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or cause of action under any voluntarily commences bankruptcy, insolvency, reorganization, stay, moratorium or similar law, debtor-relief proceedings; or has any such petition filed shall have become insolvent or commenced against it, (B) has a petition filed generally does not pay its debts as they become due; or commenced against it for a proceeding admits in writing its inability to pay its debts; or cause of action under any bankruptcy, insolvency, reorganization, or similar law and such petition is not dismissed within sixty (60) days of its filing, (C) makes an assignment or any general arrangement for the benefit of creditors, (D) otherwise becomes bankrupt or insolvent (however evidenced), (E) has a liquidator, administrator, receiver, trustee, conservator, or similar official appointed with respect to it or any substantial portion of its property or assets, or (F) is generally unable to pay its debts as they fall due; or
(ivb) insolvency, receivership, reorganization or bankruptcy proceedings shall have been commenced against Owner; or
(c) Owner fails to comply with shall have defaulted in its performance under any material provision of this Agreement not otherwise set forth Contract.
(d) Assignment of Owner’s right or obligations under this Contract, except as an Owner Event of Default provided in this Section 9.2(a) and fails to cure or remedy such failure within thirty (30) days after notice and a written demand is made by O&M Contractor to Owner to cure the same or, if such failure cannot be cured within thirty (30) days, Owner fails to commence to cure such breach within thirty (30) days after such notice and written demand and thereafter diligently pursue such cure to completion, which cure shall in no event be later than sixty (60) days after such noticeContract.
Appears in 1 contract
Samples: Contract for Engineering, Procurement and Construction Services (Idacorp Inc)
Owner Events of Default. The occurrence of any one or more of the following after the Settlement Date shall constitute events of default on the part of Owner (each, an “"Owner Event of Default”) " under this Contract:
(a) Owner fails to pay any amount when due and owing (as to which there is no good faith valid dispute) to Vendor including, without limitation, any invoice, fee, charge, Tax or other amount under this Contract, the Settlement Agreement:, or any other written agreement between Vendor and Owner, and such failure to pay continues for a period of five (5) Business Days after Vendor gives Owner written notice thereof (in such case, a "Payment Default"); or
(i) Owner fails materially breaches any of its other non-monetary, material obligations under this Contract, the Settlement Agreement, or under any other agreement between Owner, its parent, or any of their respective subsidiaries and Vendor or any of its subsidiaries, such breach is curable and after the Vendor having provided written notice to make any undisputed payment required hereunder Owner thereof, the Owner shall have failed (A) to commence to cure the default within thirty five (305) Business Days of Owner's receipt of such notice, and (B) to diligently pursue such cure and remedy the breach entirely within ninety (90) days after written notice thereof from O&M Contractor;
following such notice, except for a non-monetary default of third party products or software provided to Owner by Vendor, where such default or cure period is in violation of such agreements between Vendor and the third party provider; or (ii) Owner shall have persistently and materially breached any of its other non-monetary, material obligations under this Contract, the Settlement Agreement, or under any other agreement between Owner, its parent, or any of their respective subsidiaries and Vendor or any of its subsidiaries, such breach is not curable, and Vendor shall have provided written notice to Owner thereof.
(c) Any material representation or and warranty of made by Owner in the Settlement Agreement, Amendment No. 5 or any subsequent amendment of this Agreement proves Contract executed and delivered by Owner and Vendor, shall prove to have been false or misleading incorrect when made in any material respect when maderespect; or
(d) Except for the chapter 11 bankruptcy cases commenced by Owner and its affiliates as of April 13, 2003 and Owner has notany adversary or related proceedings commenced specifically within the context of such bankruptcy cases (collectively, within thirty (30) days after written notification thereof from O&M Contractorthe "Pending Chapter 11 Cases"), either fully remediedthe Owner, its parent, or commenced and diligently pursued the remedy of, all adverse impacts on O&M Contractor resulting therefrom; provided that such thirty any of their respective subsidiaries (30) day period may be extended to sixty (60) days; provided, further, that Owner has commenced and is at all times diligently pursuing such remedy;
(iii) Owner (Ai) files a voluntary petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization, or similar law, bankruptcy or has any such an involuntary petition in bankruptcy filed or commenced against it, (B) has a petition filed or commenced against it for a proceeding or cause of action under any bankruptcy, insolvency, reorganization, or similar law and such petition that is not dismissed within sixty (60) days of its such involuntary filing, (Cii) admits the material allegations of any petition in bankruptcy filed against it, (iii) is adjudged bankrupt, (iv) makes an a general assignment or any general arrangement for the benefit of its creditors, (D) otherwise becomes bankrupt or insolvent (however evidenced), (E) has if a liquidator, administrator, receiver, trustee, conservator, receiver is appointed for all or similar official appointed with respect to it or any a substantial portion of its property or assets, or (F) assets and is generally unable to pay its debts as they fall due; or
(iv) Owner fails to comply with any material provision of this Agreement not otherwise set forth as an Owner Event of Default in this Section 9.2(a) and fails to cure or remedy such failure discharged within thirty (30) days after notice and a written demand is made by O&M Contractor to Owner to cure the same or, if such failure cannot be cured within thirty (30) days, Owner fails to commence to cure such breach within thirty (30) days after such notice and written demand and thereafter diligently pursue such cure to completion, which cure shall in no event be later than sixty (60) days after his appointment, or (v) commences any proceeding for relief from its creditors in any court under any federal or state bankruptcy or insolvency statutes, and any such noticefiling, proceeding, adjudication or assignment as described herein above shall otherwise materially impair the Owner's ability to perform its obligations under this Contract; or
(i) the Owner, its parent, or any of Owner's subsidiaries is in default of any indebtedness, lease, obligation, or liability (including, without limitation, indebtedness arising under the New Senior Notes (as defined in the Owner's chapter 11 plan of reorganization)) which indebtedness, lease, obligation or liability has an outstanding principal balance of at least Twenty-Five Million Dollars (U.S. $25,000,000.00) in the aggregate ("Material Contract"); (ii) Owner, its parent, or any of their respective subsidiaries has been served with notice of such Material Contract Default under the terms of such Material Contract, if and to the extent notice is required thereunder; (iii) such Material Contract Default would permit the lender, lessor or other counter-party under such Material Contract to accelerate all amounts outstanding thereunder; and (iv) such Material Contract Default has not been cured, waived or discharged in full (any such default defined in this subsection (e) shall be referred to herein as a "Material Contract Default"); or
(f) the Pending Chapter 11 Case of Owner, or its parent, is converted to a case under Chapter 7 of the United States Bankruptcy Code; or
(g) Owner fails within ten (10) Business Days of the Final Approval Date to merge CP1 with and into Owner and to transfer to Owner all of the CP1 Assets as described in the Settlement Agreement (the "CP1 Event of Default").
Appears in 1 contract
Samples: System Equipment Purchase Agreement (Leap Wireless International Inc)
Owner Events of Default. The occurrence and continuation of any of the following events shall constitute events an event of default on the part of by Owner (each, an “Owner Event of Default”) under this Agreement:):
(ia) a failure by Owner fails to make payment of any undisputed payment required hereunder amount when due, and such breach is not cured by Owner within fifteen (15) calendar days after Owner’s receipt of notice thereof from Contractor;
(b) any breach by Owner of any representation or non-monetary obligation herein, and such breach is not cured by Owner within thirty (30) days after written Owner’s receipt of notice thereof from O&M Contractor;
, or (ii) any representation or warranty if such breach is not capable of Owner in this Agreement proves to have been false or misleading in any material respect when made, and Owner has not, being cured within thirty (30) days after written notification thereof from O&M Contractor, either fully remedied, or commenced and diligently pursued the remedy of, all adverse impacts on O&M Contractor resulting therefrom; provided that such thirty (30) day period may be extended to sixty (60) days; providedas determined by Contractor in its reasonable discretion), further, that Owner has commenced and is at all times diligently pursuing such remedy;
(iii) Owner (A) files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization, or similar law, or has any such petition filed or commenced against it, (B) has a petition filed or commenced against it for a proceeding or cause of action under any bankruptcy, insolvency, reorganization, or similar law and such petition is not dismissed within sixty (60) days of its filing, (C) makes an assignment or any general arrangement for the benefit of creditors, (D) otherwise becomes bankrupt or insolvent (however evidenced), (E) has a liquidator, administrator, receiver, trustee, conservator, or similar official appointed with respect to it or any substantial portion of its property or assets, or (F) is generally unable to pay its debts as they fall due; or
(iv) Owner fails to comply with any material provision of this Agreement not otherwise set forth as an Owner Event of Default in this Section 9.2(a) and fails to cure or remedy such failure within thirty (30) days after notice and a written demand is made by O&M Contractor to Owner to cure the same or, if such failure cannot be cured within thirty (30) days, Owner fails to commence to cure such breach within such thirty (30) day period, or (B) fails to thereafter diligently proceed to cure such breach;
(c) the duration of suspension of Work by Owner pursuant to Section 15.4 and Owner Caused Delays exceed sixty (60) days, if Owner does not provide Contractor with a notice to resume the suspended Work within fifteen (15) days after written notice thereof from Contractor; or
(d) any of the following occurs: (i) Owner consents to the appointment of or taking possession by, a receiver, a trustee, custodian, or liquidator of itself or of a substantial part of its assets, or fails or admits in writing its inability to pay its debts generally as they become due, or makes a general assignment for the benefit of creditors; (ii) Owner files a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any applicable bankruptcy or insolvency laws or an answer admitting the material allegations of a petition filed against it in any such proceeding, or seeks relief by voluntary petition, answer or consent, under the provisions of any now existing or future bankruptcy, insolvency or other similar law providing for the liquidation, reorganization, or winding up of corporations, or providing for an agreement, composition, extension, or adjustment with its creditors; (iii) a substantial part of Owner’s assets is subject to the appointment of a receiver, trustee, liquidator, or custodian by court order and such order shall remain in effect for more than thirty (30) days; or (iv) Owner is adjudged bankrupt or insolvent, has any property sequestered by court order and such order shall remain in effect for more than thirty (30) days, or has filed against it a petition under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and such petition shall not be dismissed within thirty (30) days after of such notice and written demand and thereafter diligently pursue such cure to completion, which cure shall in no event be later than sixty (60) days after such noticefiling.
Appears in 1 contract