Common use of Participant Breach Clause in Contracts

Participant Breach. During the term of this Agreement, each of the following shall be an event of default by the Participant ("Participant Event of Default"): (a) The Project or Portfolio fails to achieve at least 90% of the Anticipated Electricity Savings in any M&V Reporting Period. (b) The Participant fails to post Performance Security in accordance with Article VII, if such failure is not remedied within five Business Days after written notice of such failure from the IESO. (c) The Participant fails to perform any material covenant or obligation set forth in this Agreement if such failure is not remedied within 15 Business Days after written notice of such failure from the IESO, provided that such cure period shall be extended by the IESO for a further 10 Business Days if the IESO is satisfied that the Participant is diligently remedying such failure and that such failure is capable of being cured during such extended cure period. (d) Any representation or warranty made by the Participant in this Agreement is not true or correct in any material respect when made and is not made true or correct in all material respects within 10 Business Days after receipt by the Participant of written notice of such fact from the IESO, provided that such cure period shall be extended by the IESO for a further 10 Business Days if the IESO is satisfied that the Participant is diligently correcting such breach and that such breach is capable of being corrected during such extended cure period. (e) The Participant fails or ceases to hold a valid license, permit, certificate, registration, authorization, consent or approval issued by a Governmental Authority where such failure or cessation results in, or could be reasonably expected to result in, a Material Adverse Effect on the Participant or the Project or Portfolio and is not remedied within 10 Business Days after receipt by the Participant of written notice of such failure or cessation from the IESO, provided that such cure period shall be extended by the IESO for a further 10 Business Days if the IESO is satisfied that the Participant is diligently remedying such failure or cessation and that such failure or cessation is capable of being corrected during such extended cure period. (f) An effective resolution is passed or documents are filed in an office of public record in respect of, or a judgment or order is issued by a court of competent jurisdiction ordering, the dissolution, termination of existence, liquidation or winding up of the Participant, unless such filed documents are immediately revoked or otherwise rendered inapplicable, or unless there has been a permitted and valid assignment of this Agreement by the Participant under this Agreement to a Person which is not dissolving, terminating its existence, liquidating or winding up and such Person has assumed all of the Participant's obligations under this Agreement. (g) Other than in accordance with Section 11.2, the Participant amalgamates with, or merges with or into, or transfers the Facility or all or substantially all of its assets to another Person unless, at the time of such amalgamation, merger or transfer, there has been a permitted and valid assignment hereof by the Participant under this Agreement to the resulting, surviving or transferee Person and such Person has assumed all of the Participant's obligations under this Agreement. (h) A receiver, manager, receiver-manager, liquidator, monitor or trustee in bankruptcy of the Participant or of any of the Participant's property is appointed by a Governmental Authority or pursuant to the terms of a debenture or a similar instrument, and such receiver, manager, receiver-manager, liquidator, monitor or trustee in bankruptcy is not discharged or such appointment is not revoked or withdrawn within 30 days of the appointment. By decree, judgment or order of a Governmental Authority, the Participant is adjudicated bankrupt or insolvent or any substantial part of the Participant's property is sequestered, and such decree, judgment or order continues undischarged and unstayed for a period of 30 days after the entry thereof. A petition, proceeding or filing is made against the Participant seeking to have the Participant declared bankrupt or insolvent, or seeking adjustment or composition of any of its debts pursuant to the provisions of any Insolvency Legislation, and such petition, proceeding or filing is not dismissed or withdrawn within 30 days. (i) The Participant makes an assignment for the benefit of its creditors generally under any Insolvency Legislation, or consents to the appointment of a receiver, manager, receiver-manager, monitor, trustee in bankruptcy or liquidator for all or part of its property or files a petition or proposal to declare bankruptcy or to reorganize pursuant to the provisions of any Insolvency Legislation. (j) The Participant has made a material amendment to a Project or Portfolio that has not first been consented to in writing by the IESO, acting reasonably. (k) The In-Service Date has not occurred within 2 years from the date hereof in accordance with Section 5.1.

Participant Breach. During the term of this Agreement, each of the following shall will be an event of default by the Participant ("each, a “Participant Event of Default"”): (a) The Project or Portfolio fails to achieve at least 9080% of the Anticipated Electricity Savings in any M&V Reporting Period. (b) The Where the Participant has so elected, the Participant fails to post provide or maintain Performance Security in accordance with Article VIIVIII, if such failure is not remedied within five three Business Days after written notice of such failure from the IESOLDC. (c) The Participant fails to perform any material covenant or obligation set forth in this Agreement Agreement, including any payments to be made by the Participant hereunder, if such failure is not remedied within 15 10 Business Days after written notice of such failure from the IESOLDC, provided that such cure period shall will be extended by the IESO LDC for a further 10 Business Days if the IESO LDC is satisfied that the Participant is diligently remedying such failure and that such failure is capable of being cured during such extended cure period. (d) Any representation or warranty made by the Participant in this Agreement is not true or correct in any material respect when made at any time and is not made true or correct in all material respects within 10 Business Days after receipt by the Participant of written notice of such fact from the IESOLDC, provided that such cure period shall will be extended by the IESO LDC for a further 10 Business Days if the IESO LDC is satisfied that the Participant is diligently correcting such breach and that such breach is capable of being corrected during such extended cure period. (e) The Participant fails or ceases to hold a valid license, permit, certificate, registration, authorization, consent or approval issued by a Governmental Authority where such failure or cessation results in, or could be reasonably expected to result in, a Material Adverse Effect on the Participant or the Project or Portfolio and is not remedied within 10 Business Days after receipt by the Participant of written notice of such failure or cessation from the IESOLDC, provided that such cure period shall will be extended by the IESO LDC for a further 10 Business Days if the IESO LDC is satisfied that the Participant is diligently remedying such failure or cessation and that such failure or cessation is capable of being corrected during such extended cure period. (f) An effective resolution is passed or documents are filed in an office of public record in respect of, or a judgment or order is issued by a court of competent jurisdiction ordering, the dissolution, termination of existence, liquidation or winding up of the Participant, unless such filed documents are immediately revoked or otherwise rendered inapplicable, or unless there has been a permitted and valid assignment of this Agreement by the Participant under this Agreement to a Person which is not dissolving, terminating its existence, liquidating or winding up and such Person has assumed all of the Participant's ’s obligations under this Agreement. (g) Other than in accordance with Section 11.216.7, the Participant amalgamates with, or merges with or into, or transfers the Facility or all or substantially all of its assets to to, another Person unless, at the time of such amalgamation, merger or transfer, there has been a permitted and valid assignment hereof by the Participant under this Agreement to the resulting, surviving or transferee Person and such Person has assumed all of the Participant's ’s obligations under this AgreementAgreement and has, where applicable, delivered Performance Security in the same manner and to the same extent as the Participant in accordance with the requirements herein. (h) A Any one of the following occurs: (i) a receiver, manager, receiver-manager, liquidator, monitor or trustee in bankruptcy of the Participant or of any of the Participant's ’s property is appointed by a Governmental Authority or pursuant to the terms of a debenture or a similar instrument, and such receiver, manager, receiver-receiver- manager, liquidator, monitor or trustee in bankruptcy is not discharged or such appointment is not revoked or withdrawn within 30 days of the appointment. By ; (ii) by decree, judgment or order of a Governmental Authority, the Participant is adjudicated bankrupt or insolvent or any substantial part of the Participant's ’s property is sequestered, and such decree, judgment or order continues undischarged and unstayed for a period of 30 days after the entry thereof. A ; or (iii) a petition, proceeding or filing is made against the Participant seeking to have the Participant declared bankrupt or insolvent, or seeking adjustment or composition of any of its debts pursuant to the provisions of any Insolvency Legislation, and such petition, proceeding or filing is not dismissed or withdrawn within 30 days. (i) The Participant makes an assignment for the benefit of its creditors generally under any Insolvency Legislation, or consents to the appointment of a receiver, manager, receiver-manager, monitor, trustee in bankruptcy or liquidator for all or part of its property or files a petition or proposal to declare bankruptcy or to reorganize pursuant to the provisions of any Insolvency Legislation. (j) The Participant has made a material amendment to a Project or Portfolio that has not first been consented to in writing by the IESOLDC, acting reasonably. (k) The In-Service Date has not occurred within 2 years from the date hereof in accordance with Section 5.16.2.

Participant Breach. During the term of this Agreement, each of the following shall will be an event of default by the Participant ("each, a “Participant Event of Default"”): (a) The Project or Portfolio fails to achieve at least 9080% of the Anticipated Electricity Savings in any M&V Reporting Period. (b) The Where the Participant has so elected, the Participant fails to post provide or maintain Performance Security in accordance with Article VIIVIII, if such failure is not remedied within five three Business Days after written notice of such failure from the IESOLDC. (c) The Participant fails to perform any material covenant or obligation set forth in this Agreement Agreement, including any payments to be made by the Participant hereunder, if such failure is not remedied within 15 10 Business Days after written notice of such failure from the IESOLDC, provided that such cure period shall will be extended by the IESO LDC for a further 10 Business Days if the IESO LDC is satisfied that the Participant is diligently remedying such failure and that such failure is capable of being cured during such extended cure period. (d) Any representation or warranty made by the Participant in this Agreement is not true or correct in any material respect when made at any time and is not made true or correct in all material respects within 10 Business Days after receipt by the Participant of written notice of such fact from the IESOLDC, provided that such cure period shall will be extended by the IESO LDC for a further 10 Business Days if the IESO LDC is satisfied that the Participant is diligently correcting such breach and that such breach is capable of being corrected during such extended cure period. (e) The Participant fails or ceases to hold a valid license, permit, certificate, registration, authorization, consent or approval issued by a Governmental Authority where such failure or cessation results in, or could be reasonably expected to result in, a Material Adverse Effect on the Participant or the Project or Portfolio and is not remedied within 10 Business Days after receipt by the Participant of written notice of such failure or cessation from the IESOLDC, provided that such cure period shall will be extended by the IESO LDC for a further 10 Business Days if the IESO LDC is satisfied that the Participant is diligently remedying such failure or cessation and that such failure or cessation is capable of being corrected during such extended cure period. (f) An effective resolution is passed or documents are filed in an office of public record in respect of, or a judgment or order is issued by a court of competent jurisdiction ordering, the dissolution, termination of existence, liquidation or winding up of the Participant, unless such filed documents are immediately revoked or otherwise rendered inapplicable, or unless there has been a permitted and valid assignment of this Agreement by the Participant under this Agreement to a Person which is not dissolving, terminating its existence, liquidating or winding up and such Person has assumed all of the Participant's ’s obligations under this Agreement. (g) Other than in accordance with Section 11.216.7, the Participant amalgamates with, or merges with or into, or transfers the Facility or all or substantially all of its assets to to, another Person unless, at the time of such amalgamation, merger or transfer, there has been a permitted and valid assignment hereof by the Participant under this Agreement to the resulting, surviving or transferee Person and such Person has assumed all of the Participant's ’s obligations under this AgreementAgreement and has, where applicable, delivered Performance Security in the same manner and to the same extent as the Participant in accordance with the requirements herein. (h) A Any one of the following occurs: (i) a receiver, manager, receiver-manager, liquidator, monitor or trustee in bankruptcy of the Participant or of any of the Participant's ’s property is appointed by a Governmental Authority or pursuant to the terms of a debenture or a similar instrument, and such receiver, manager, receiver-manager, liquidator, monitor or trustee in bankruptcy is not discharged or such appointment is not revoked or withdrawn within 30 days of the appointment. By decree, judgment or order of a Governmental Authority, the Participant is adjudicated bankrupt or insolvent or any substantial part of the Participant's property is sequestered, and such decree, judgment or order continues undischarged and unstayed for a period of 30 days after the entry thereof. A petition, proceeding or filing is made against the Participant seeking to have the Participant declared bankrupt or insolvent, or seeking adjustment or composition of any of its debts pursuant to the provisions of any Insolvency Legislation, and such petition, proceeding or filing is not dismissed or withdrawn within 30 days. (i) The Participant makes an assignment for the benefit of its creditors generally under any Insolvency Legislation, or consents to the appointment of a receiver, manager, receiver-manager, monitor, trustee in bankruptcy or liquidator for all or part of its property or files a petition or proposal to declare bankruptcy or to reorganize pursuant to the provisions of any Insolvency Legislation. (j) The Participant has made a material amendment to a Project or Portfolio that has not first been consented to in writing by the IESO, acting reasonably. (k) The In-Service Date has not occurred within 2 years from the date hereof in accordance with Section 5.1.;

Participant Breach. During the term of this Agreement, each of the following shall will be an event of default by the Participant ("each, a “Participant Event of Default"”): (a) The Project or Portfolio fails to achieve at least 9080% of the Anticipated Electricity Savings in any M&V Reporting Period. (b) The Where the Participant has so elected, the Participant fails to post provide or maintain Performance Security in accordance with Article VIIVIII, if such failure is not remedied within five three Business Days after written notice of such failure from the IESOLDC. (c) The Participant fails to perform any material covenant or obligation set forth in this Agreement Agreement, including any payments to be made by the Participant hereunder, if such failure is not remedied within 15 10 Business Days after written notice of such failure from the IESOLDC, provided that such cure period shall will be extended by the IESO LDC for a further 10 Business Days if the IESO LDC is satisfied that the Participant is diligently remedying such failure and that such failure is capable of being cured during such extended cure period. (d) Any representation or warranty made by the Participant in this Agreement is not true or correct in any material respect when made at any time and is not made true or correct in all material respects within 10 Business Days after receipt by the Participant of written notice of such fact from the IESOLDC, provided that such cure period shall will be extended by the IESO LDC for a further 10 Business Days if the IESO LDC is satisfied that the Participant is diligently correcting such breach and that such breach is capable of being corrected during such extended cure period. (e) The Participant fails or ceases to hold a valid license, permit, certificate, registration, authorization, consent or approval issued by a Governmental Authority where such failure or cessation results in, or could be reasonably expected to result in, a Material Adverse Effect on the Participant or the Project or Portfolio and is not remedied within 10 Business Days after receipt by the Participant of written notice of such failure or cessation from the IESOLDC, provided that such cure period shall will be extended by the IESO LDC for a further 10 Business Days if the IESO LDC is satisfied that the Participant is diligently remedying such failure or cessation and that such failure or cessation is capable of being corrected during such extended cure period. (f) An effective resolution is passed or documents are filed in an office of public record in respect of, or a judgment or order is issued by a court of competent jurisdiction ordering, the dissolution, termination of existence, liquidation or winding up of the ParticipantParticipant or of the owner(s) or occupier(s) of the Facility, unless such filed documents are immediately revoked or otherwise rendered inapplicable, or unless there has been a permitted and valid assignment of this Agreement by the Participant or by the owner(s) or occupier(s) of the Facility and as may be applicable, under this Agreement to a Person which is not dissolving, terminating its existence, liquidating or winding up and such Person has assumed all of the Participant's ’s obligations under this Agreement. (g) Other than in accordance with Section 11.216.7, the Participant and/or the owner(s) or occupier(s) of the Facility amalgamates with, or merges with or into, or transfers the Facility and/or or all or substantially all of its their respective assets to to, another Person unless, at the time of such amalgamation, merger or transfer, there has been a permitted and valid assignment hereof by the Participant and/or by the owner(s) or occupier(s) of the Facility, as the case may be, under this Agreement to the resulting, surviving or transferee Person and such Person has assumed all of the Participant's obligations of the Participant and/or of the owner(s) or occupier(s) of the Facility respectively, as the case may be, under this AgreementAgreement and has, where applicable, delivered Performance Security in the same manner and to the same extent as the Participant and/or the owner(s) or occupier(s) of the Facility, as the case may be, in accordance with the requirements herein. (h) A Any one of the following occurs in respect of the Participant and/or the owner(s) or occupier(s) of the Facility: (i) a receiver, manager, receiver-receiver- manager, liquidator, monitor or trustee in bankruptcy of the Participant any one of them or of any of the Participant's their respective property is appointed by a Governmental Authority or pursuant to the terms of a debenture or a similar instrument, and such receiver, manager, receiver-manager, liquidator, monitor or trustee in bankruptcy is not discharged or such appointment is not revoked or withdrawn within 30 days of the appointment. By ; (ii) by decree, judgment or order of a Governmental Authority, the Participant any one of them is adjudicated bankrupt or insolvent or any substantial part of the Participant's any of their respective property is sequestered, and such decree, judgment or order continues undischarged and unstayed for a period of 30 days after the entry thereof. A petition, proceeding or filing is made against the Participant seeking to have the Participant declared bankrupt or insolvent, or seeking adjustment or composition of any of its debts pursuant to the provisions of any Insolvency Legislation, and such petition, proceeding or filing is not dismissed or withdrawn within 30 days. (i) The Participant makes an assignment for the benefit of its creditors generally under any Insolvency Legislation, or consents to the appointment of a receiver, manager, receiver-manager, monitor, trustee in bankruptcy or liquidator for all or part of its property or files a petition or proposal to declare bankruptcy or to reorganize pursuant to the provisions of any Insolvency Legislation. (j) The Participant has made a material amendment to a Project or Portfolio that has not first been consented to in writing by the IESO, acting reasonably. (k) The In-Service Date has not occurred within 2 years from the date hereof in accordance with Section 5.1.; or