Common use of Project Co Events of Default Clause in Contracts

Project Co Events of Default. ‌ For the purposes of this Agreement, "Project Co Event of Default" means any of the following events or circumstances: (a) the occurrence of a Project Co Material Breach that is not remedied in accordance with Section 12.3 including in accordance with the program for remediation under that Section, or the occurrence of a Project Co Material Breach for which a program for remediation has not been produced by Project Co in accordance with Section 12.3; (b) the occurrence of a Project Co Insolvency Event; (c) Project Co abandons the Project, other than pursuant to its right to suspend performance under Section 13.3 (Project Co’s Options) or due to a Supervening Event; (d) Service Commencement does not occur on or before the Longstop Date; (e) at any time after 12 months prior to the Longstop Date it is finally determined pursuant to the Dispute Resolution Procedure that the Service Commencement Date is not reasonably expected to occur on or before the Longstop Date; (f) Project Co breaches Section 16.1 or a Change in Control occurs which is prohibited by Section 16.2; (g) at any time after the Service Commencement Date Project Co breaches its obligations under this Agreement (other than as a consequence of a breach by the Authority of its obligations under this Agreement) which results in the criminal conviction or a conviction under the Workers Compensation Act (British Columbia) against Project Co or any Project Co Person or the Authority (an “H&S Conviction”) except that:‌ (1) an H&S Conviction of Project Co, a Project Co Person or the Authority will not constitute a Project Co Event of Default if, within 90 days from the date of the H&S Conviction (whether or not the H&S Conviction is subject to an appeal or any further judicial process), the involvement in the Project of each relevant Project Co Person is terminated or Project Co takes such other action against each such Project Co Person as is acceptable to the Authority acting reasonably; and (2) in determining whether to exercise any right of termination for a Project Co Event of Default pursuant to this Section 12.1(g) the Authority will: (A) act in a reasonable and proportionate manner having regard to such matters as the gravity of the offence and the identity of the person committing the act leading to the H&S Conviction; and (B) give all due consideration, where appropriate, to action other than termination of this Agreement; (h) Project Co accumulates Deductions of $1,000,000 (Index Linked) or more in any 12 consecutive month period during the Operating Period;‌ (i) if such consent is required under Section 5.3 (Consent Required for Qualifying Refinancing), Project Co carries out a Refinancing without the Authority’s consent,‌ unless caused by non-compliance by the Authority with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority or any Authority Person.

Project Co Events of Default. ‌ For the purposes of this Agreement, "Project Co Event of Default" means any of the following events or circumstances: (a) the occurrence of a Project Co Material Breach that is not remedied in accordance with Section 12.3 including in accordance with the program for remediation under that Section, or the occurrence of a Project Co Material Breach for which a program for remediation has not been produced by Project Co in accordance with Section 12.3; (b) the occurrence of a Project Co Insolvency Event; (c) Project Co abandons the Project, other than pursuant to its right to suspend performance under Section 13.3 (Project Co’s Options) or due to a Supervening Force Majeure Event; (d) Service Commencement does not occur on or before the Longstop Date; (e) at any time after 12 the date that is 24 months prior to the Longstop Date it is finally determined pursuant to proceedings under the Dispute Resolution Procedure (with such proceedings not having commenced any earlier than the date that is 24 months prior to the Longstop Date) that: (1) the Service Commencement Date is not reasonably expected to occur on or before the Longstop Date; and (2) neither Project Co nor the Senior Lenders are taking all reasonable steps in the circumstances, including consideration of Project Co’s contractual rights and obligations, to ensure the Project is completed in as timely a manner as possible; (f) Project Co breaches Section 16.1 or a Change in Control occurs which is prohibited by Section 16.2; (g) at any time after the Service Commencement Date Project Co breaches its obligations under this Agreement (other than as a consequence of a breach by the Authority of its obligations under this Agreement) which results in the a criminal conviction or a conviction under the Workers Compensation Act (British Columbia) against Project Co or any Project Co Person or the Authority (an “H&S Conviction”) except that:‌that: (1) an H&S Conviction of Project Co, a Project Co Person or the Authority will not constitute a Project Co Event of Default if, within 90 days from the date of the H&S Conviction (whether or not the H&S Conviction is subject to an appeal or any further judicial process), the involvement in the Project of each relevant Project Co Person is terminated or Project Co takes such other action against each such Project Co Person as is acceptable to the Authority acting reasonably; and (2) in determining whether to exercise any right of termination for a Project Co Event of Default pursuant to this Section 12.1(g) the Authority will: (A) act in a reasonable and proportionate manner having regard to such matters as the gravity of the offence and the identity of the person committing the act leading to the H&S Conviction; and (B) give all due consideration, where appropriate, to action other than termination of this Agreement;; or (h) Project Co accumulates Deductions of $1,000,000 1,700,000 (Index Linked) or more in any 12 consecutive month period during the Operating Period;‌ (i) if such consent is required under Section 5.3 (Consent Required for Qualifying Refinancing)Period, Project Co carries out a Refinancing without the Authority’s consent,‌ unless caused by non-compliance by the Authority with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority or any Authority Person.

Project Co Events of Default. ‌ For the purposes of this Agreement, "Project Co Event of Default" means any of the following events or circumstances: (a) the occurrence of a Project Co Material Breach that is not remedied in accordance with Section 12.3 12.3, including in accordance with the program for remediation under that Section, or the occurrence of a Project Co Material Breach for which a program for remediation has not been produced by Project Co in accordance with Section 12.3; (b) the occurrence of a Project Co Insolvency Event; (c) Project Co abandons the Project, other than pursuant to its right to suspend performance under Section 13.3 (Project Co’s Options) or due to a Supervening Event; (d) Service Commencement does not occur on or before the Longstop Date; (e) at any time after 12 months prior to the Longstop Date May 31, 2011 it is finally determined pursuant to the Dispute Resolution Procedure that the Service Commencement Date is not reasonably expected to occur on or before the Longstop Date; (f) Project Co breaches Section 16.1 or a Change in Control occurs which is prohibited by Section 16.2; (g) at any time after the Service Commencement Date Project Co breaches its obligations under this Agreement (other than as a consequence of a breach by the Authority of its obligations under this Agreement) which results in the criminal conviction or a conviction under the Workers Compensation Act (British Columbia) against Project Co or any Project Co Person or the Authority (an “H&S Conviction”) except that:‌that: (1) an H&S Conviction of Project Co, a Project Co Person or the Authority will not constitute a Project Co Event of Default if, within 90 days from the date of the H&S Conviction (whether or not the H&S Conviction is subject to an appeal or any further judicial process), the involvement in the Project of each relevant Project Co Person is terminated or Project Co takes such other action against each such Project Co Person as is acceptable to the Authority acting reasonably; and (2) in determining whether to exercise any right of termination for a Project Co Event of Default pursuant to this Section 12.1(g) the Authority will: (A) act in a reasonable and proportionate manner having regard to such matters as the gravity of the offence and the identity of the person committing the act leading to the H&S Conviction; and (B) give all due consideration, where appropriate, to action other than termination of this Agreement; (h) Project Co accumulates Deductions of $1,000,000 900,000 (Index Linked) or more in any 12 consecutive month period during the Operating Period;‌Period; provided, however, that the calculation of such $900,000 will not include the Deductions attributable to any Event that causes Project Co to incur Deductions of $300,000 or more if (i) such Event was not caused by inadequate performance of the Services by Project Co and (ii) Project Co has completed a Temporary Repair with respect to such Event which is acceptable to the Authority, acting reasonably, within the three-month period next following the occurrence of the Event; or (i) if such consent is required under a breach by Project Co of Section 5.3 (Consent Required for Qualifying Refinancing) or 5.9(e) (Planned Refinancing), Project Co carries out a Refinancing without the Authority’s consent,‌ unless caused by non-compliance by the Authority with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority or any Authority Person.

Project Co Events of Default. ‌ 12.1 Project Co Events of Default For the purposes of this Agreement, "Project Co Event of Default" means any of the following events or circumstances: (a) the occurrence of a Project Co Material Breach that is not remedied in accordance with Section 12.3 including in accordance with the program for remediation under that Section, or the occurrence of a Project Co Material Breach for which a program for remediation has not been produced by Project Co in accordance with Section 12.3; (b) the occurrence of a Project Co Insolvency Event; (c) Project Co abandons the Project, other than pursuant to its right to suspend performance under Section 13.3 (Project Co’s Options) or due to a Supervening Event; (d) Service Commencement does not occur on or before the Longstop Date; (e) at any time after 12 months prior to the Longstop Date it is finally determined pursuant to the Dispute Resolution Procedure that the Service Commencement Date is not reasonably expected to occur on or before the Longstop Date; (f) Project Co breaches Section 16.1 or a Change in Control occurs which is prohibited by Section 16.2; (g) at any time after the Service Commencement Date Project Co breaches its obligations under this Agreement (other than as a consequence of a breach by the Authority Province of its obligations under this Agreement) which results in the criminal conviction or a conviction under the Workers Compensation Act (British Columbia) against Project Co or any Project Co Person or the Authority Province (an “H&S Conviction”) except that:‌that: (1) an H&S Conviction of Project Co, a Project Co Person or the Authority Province will not constitute a Project Co Event of Default if, within 90 days from the date of the H&S Conviction (whether or not the H&S Conviction is subject to an appeal or any further judicial process), the involvement in the Project of each relevant Project Co Person is terminated or Project Co takes such other action against each such Project Co Person as is acceptable to the Authority Province acting reasonably; and (2) in determining whether to exercise any right of termination for a Project Co Event of Default pursuant to this Section 12.1(g) the Authority Province will: (A) act in a reasonable and proportionate manner having regard to such matters as the gravity of the offence and the identity of the person Person committing the act leading to the H&S Conviction; and (B) give all due consideration, where appropriate, to action other than termination of this Agreement; (h) Project Co accumulates Deductions of $1,000,000 (Index Linked) or more in any 12 consecutive month period during the Operating Period;‌Period; (i) if such consent is required under Section 5.3 (Consent Required for Qualifying Refinancing)5.3, Project Co carries out a Refinancing without the AuthorityProvince’s consent,‌ consent; or (j) Project Co breaches Section 17.3, unless caused by non-compliance by the Authority Province with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority Province or any Authority Province Person.

Project Co Events of Default. ‌ For the purposes of this Agreement, "Project Co Event of Default" means any of the following events or circumstances: (a) at any time after the Service Commencement Date the occurrence of a Project Co Material Breach that is not remedied in accordance with Section 12.3 including in accordance with the program for remediation under that Section, or the occurrence of a Project Co Material Breach for which a program for remediation has not been produced by Project Co in accordance with Section 12.3; (b) the occurrence of a Project Co Insolvency Event; (c) Project Co abandons the Project, other than pursuant to its right to suspend performance under Section 13.3 (Project Co’s Options) or due to a Supervening Event; (d) Service Commencement does not occur on or before the Longstop Date; (e) at any time after 12 months prior to the Longstop Date it is finally determined pursuant to the Dispute Resolution Procedure that the Service Commencement Date is not reasonably expected to occur on or before the Longstop Date; (f) Project Co breaches Section 16.1 or a Change in Control occurs which is prohibited by Section 16.2; (g) at any time after the Service Commencement Date Project Co breaches its obligations under this Agreement (other than as a consequence of a breach by the Authority of its obligations under this Agreement) which results in the criminal conviction or a conviction under the Workers Compensation Act (British Columbia) against Project Co or any Project Co Person or the Authority (an “H&S Conviction”) except that:‌that: (1) an H&S Conviction of Project Co, a Project Co Person or the Authority will not constitute a Project Co Event of Default if, within 90 days from the date of the H&S Conviction (whether or not the H&S Conviction is subject to an appeal or any further judicial process), the involvement in the Project of each relevant Project Co Person is terminated or Project Co takes such other action against each such Project Co Person as is acceptable to the Authority acting reasonably; and (2) in determining whether to exercise any right of termination for a Project Co Event of Default pursuant to this Section 12.1(g) the Authority will: (A) act in a reasonable and proportionate manner having regard to such matters as the gravity of the offence and the identity of the person Person committing the act leading to the H&S Conviction; and (B) give all due consideration, where appropriate, to action other than termination of this Agreement; (h) at any time after the Service Commencement Date Project Co accumulates Deductions of $1,000,000 2,000,000 (Index Linked) or more in any 12 consecutive month period during the Operating Period;‌Period; or (i) if such consent is required under Section 5.3 (Consent Required for Qualifying Refinancing), Project Co carries out a Refinancing without the Authority’s consent,‌ consent, unless caused by non-compliance by the Authority with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority or any Authority Person.

Project Co Events of Default. ‌ For the purposes of this Agreement, "Project Co Event of Default" means any of the following events or circumstances: (a) the occurrence of a Project Co Material Breach that is not remedied in accordance with Section 12.3 (Project Co Material Breach Cure and Remedial Program) including in accordance with the program for remediation under that Section, or the occurrence of a such Project Co Material Breach for which a program for remediation has not been produced by Project Co in accordance with Section 12.312.3 (Project Co Material Breach Cure and Remedial Program); (b) the occurrence of a Project Co Insolvency Event; (c) Project Co abandons the Project, other than pursuant to its right to suspend performance under Section 13.3 (Project Co’s Options) or due to a Supervening Event; (d) Service Commencement the Substantial Completion Date does not occur on or before the Longstop Date; (e) at any time after 12 months prior to the Longstop Date it is finally determined pursuant to the Dispute Resolution Procedure that either or both of the Service Commencement SFB Expansion Substantial Completion Date is and the New Tower Substantial Completion Date are not reasonably expected to occur on or before the Longstop Date; (f) Project Co breaches Section 16.1 (Limitations on Assignment of Project by Project Co) or a Change in Control occurs which is prohibited by Section 16.216.2 (Limitations on Change in Control); (g) at any time after the Service Commencement Date Project Co breaches its obligations under this Agreement (other than as a consequence of a breach by the Authority of its obligations under this Agreement) which results in the criminal conviction or a conviction under the Workers Compensation Act (British Columbia) against Project Co or any Project Co Person or the Authority (an “H&S Conviction”) except that:‌ (1) an H&S Conviction of Project Co, a Project Co Person or the Authority will not constitute a Project Co Event of Default if, within 90 days from the date of the H&S Conviction (whether or not the H&S Conviction is subject to an appeal or any further judicial process), the involvement in the Project of each relevant Project Co Person is terminated or Project Co takes such other action against each such Project Co Person as is acceptable to the Authority acting reasonably; and (2) in determining whether to exercise any right of termination for a Project Co Event of Default pursuant to this Section 12.1(g) the Authority will: (A) act in a reasonable and proportionate manner having regard to such matters as the gravity of the offence and the identity of the person committing the act leading to the H&S Conviction; and (B) give all due consideration, where appropriate, to action other than termination of this Agreement; (h) Project Co accumulates Deductions of $1,000,000 (Index Linked) or more in any 12 consecutive month period during the Operating Period;‌ (i) if such consent is required for a Refinancing under Section 5.3 (Consent Required for Qualifying Refinancing), Project Co carries out a such Refinancing without the Authority’s consent,‌ consent; or‌ (h) the accumulation of Delay Liquidated Damages in excess of the Xxxxx XX Cap that would be payable by Project Co if not for such Xxxxx XX Cap, unless Project Co agrees to increase the Xxxxx XX Cap as reasonably requested by the Authority, unless caused by non-compliance by the Authority with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority or any Authority Person.

Project Co Events of Default. ‌ For the purposes of this Agreement, "Project Co Event of Default" means any of the following events or circumstances: (a) Project Co committing a breach of any of its obligations under this Agreement or either of the occurrence Leases (other than as a consequence of a Project Co Material Breach that breach by VCHA of its obligations under this Agreement or either of the Leases), and such breach materially adversely affects the ability of VCHA to perform any of its material obligations or enjoy any of its material rights under this Agreement or either of the Leases and, if such breach is not remedied in accordance with Section 12.3 including in accordance with the program for remediation under that Sectioncapable of being cured, or the occurrence of a Project Co Material Breach for which a program for remediation such breach has not been produced by cured within 30 days after VCHA has given notice of the breach to Project Co in accordance with Section 12.3or, if such breach cannot reasonably be cured within such 30 day period, such longer period as is reasonably required to cure such breach provided Project Co continuously makes diligent efforts to cure such breach until so cured; (b) Project Co abandoning the occurrence Project, including the Work (other than as a consequence of a Project Co Insolvency Eventbreach by VCHA of its obligations under this Agreement); (c) the Building Lease is terminated in accordance with its terms by reason of a Project Co abandons the Project, other than pursuant to its right to suspend performance under Section 13.3 (Project Co’s Options) or due to a Supervening Eventdefault thereunder; (d) Service Commencement does not occur on or before the Longstop DateVCHA Sublease is terminated in accordance with its terms by reason of a Project Co default thereunder; (e) at any time after 12 months prior to the Longstop Date it is finally determined pursuant to the Dispute Resolution Procedure that the Service Commencement Date is not reasonably expected to occur on or before the Longstop Substantial Completion Date; (f) , Project Co breaches Section 16.1 or committing a Change in Control occurs which is prohibited by Section 16.2; (g) at any time after the Service Commencement Date Project Co breaches material breach of its obligations under this Agreement (other than as a consequence of a breach by the Authority VCHA of its obligations under this AgreementAgreement or either of the Leases) which results in the criminal investigation, prosecution and conviction of Project Co, any Sub-Contractor or a conviction under the Workers Compensation Act (British Columbia) against any director, officer or employee of Project Co or any Project Co Person Sub-Contractor, provided that a conviction of a Sub- Contractor or the Authority (an “H&S Conviction”) except that:‌ (1) an H&S Conviction one of Project Coits directors, a Project Co Person officers or the Authority employees will not constitute a Project Co Event of Default if, within 90 days from the date of the H&S Conviction conviction (whether or not the H&S Conviction conviction is subject to an appeal or any further judicial process), the involvement in the Project of each relevant person (which in the case of an individual director, officer or employee will be deemed to include the Sub-Contractor of which that person is a director, officer or employee) is terminated and a replacement is appointed by Project Co Person is terminated or in accordance with the terms of this Agreement; (f) the occurrence of any of the following events in respect of Project Co takes such (other action against each such than as a consequence of an act of, or omission by, VCHA), namely: (1) Project Co Person as is acceptable adjudged or declared bankrupt or insolvent or makes an assignment for the benefit of creditors, or petitions or applies to any tribunal for the Authority acting reasonablyappointment of a receiver, custodian, trustee or similar officer for it or for any substantial part of its property, or commences any proceedings relating to it under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction whether now or hereafter in effect, or by any act indicates its consent to, approval of, or acquiescence in, any such proceeding for it or for any substantial part of its property; (2) any proceedings commenced by Project Co, or against Project Co (and not being contested in good faith using all reasonable efforts), under the Companies' Creditors Arrangement Act; (3) a receiver, receiver manager, custodian, liquidator, trustee or encumbrancer (or other person with like powers) taking possession of or being appointed over, or any distress, execution or other process being levied or enforced (and not being discharged within 10 Business Days) upon, the whole or any substantial part of the assets of Project Co; (4) Project Co ceasing to carry on business; (5) a petition being filed (and not being contested in good faith using all reasonable efforts), a resolution being passed or an order being made for the dissolution, liquidation or bankruptcy, or proceedings being commenced for the winding-up, of Project Co; (g) the occurrence of a Change in Control other than in accordance with the terms hereof to which VCHA has not expressly consented in writing provided that if: (1) the Change in Control was inadvertent on the part of Project Co; and (2) in determining whether to exercise any right of termination for a Project Co Event has rectified the Change in Control within 30 days of Default pursuant to this Section 12.1(g) the Authority will: (A) act in a reasonable and proportionate manner having regard to such matters as the gravity become aware of the offence and the identity of the person committing the act leading to the H&S Conviction; and (B) give all due consideration, where appropriate, to action other than termination of this Agreement;it, (h) Project Co accumulates Deductions not achieving Substantial Completion on or before the last day of $1,000,000 (Index Linked) the second year after the Target Substantial Completion Date, such date to be extended for Delay Events or more Variations determined in any 12 consecutive month period during accordance with the Operating Period;‌terms hereof; (i) if such consent is required under Section 5.3 (Consent Required for Qualifying Refinancing), Project Co carries out a Refinancing without has not replaced the Authority’s consent,‌ unless caused by non-compliance by Service Contractor if required to do so in accordance with the Authority with any provision terms of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority or any Authority PersonSection 15.4.

Project Co Events of Default. ‌ For the purposes of this Agreement, "Project Co Event of Default" means any of the following events or circumstances: (a) the occurrence of a Project Co Material Breach that is not remedied in accordance with Section 12.3 [Project Co Material Breach Cure and Remedial Program], including in accordance with the program for remediation under that Section, or the occurrence of a Project Co Material Breach for which a program for remediation has not been produced by Project Co in accordance with Section 12.312.3 [Project Co Material Breach Cure and Remedial Program]; (b) the occurrence of a Project Co Insolvency Event; (c) Project Co abandons the Project, other than pursuant to its right to suspend performance under Section 13.3 ([Project Co’s Options) ] or due to a Supervening Event; (d) Service Commencement does not occur on or before the Longstop Date; (e) at any time after 12 months prior to the Longstop Date it is finally determined pursuant to the Dispute Resolution Procedure that the Service Commencement Date is not reasonably expected to occur on or before the Longstop Date; (f) Project Co breaches Section 16.1 [Limitations on Assignment of Project by Project Co] or a Change in Control occurs which is prohibited by Section 16.2;16.2 [Limitations on Change in Control];‌ (g) at any time after the Service Commencement Date Project Co breaches its obligations under this Agreement (other than as a consequence of a breach by the Authority of its obligations under this Agreement) which results in the criminal conviction or a conviction under the Workers Compensation Act (British Columbia) against Project Co or any Project Co Person or the Authority (an “H&S Conviction”) except that:‌that: (1i) an H&S Conviction of Project Co, a Project Co Person or the Authority will not constitute a Project Co Event of Default if, within 90 days from the date of the H&S Conviction (whether or not the H&S Conviction is subject to an appeal or any further judicial process), the involvement in the Project of each relevant Project Co Person is terminated or Project Co takes such other action against each such Project Co Person as is acceptable to the Authority acting reasonably; and (2ii) in determining whether to exercise any right of termination for a Project Co Event of Default pursuant to this Section 12.1(g) [Project Co Events of Default] the Authority will: (A) act in a reasonable and proportionate manner having regard to such matters as the gravity of the offence and the identity of the person committing the act leading to the H&S Conviction; and (B) give all due consideration, where appropriate, to action other than termination of this Agreement;; or (h) Project Co accumulates Deductions of $1,000,000 2,200,000 (Index Linked) or more in any 12 consecutive month period during the Operating Period;‌ (i) if such consent is required under Section 5.3 ([Consent Required for Qualifying Refinancing)], Project Co carries out a Refinancing without the Authority’s consent,‌ consent; or (j) Project Co breaches Section 17.3 [Security Sensitive Work], unless caused by non-compliance by the Authority with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority or any Authority Person.

Project Co Events of Default. ‌ For the purposes of this Agreement, "Project Co Event of Default" means any of the following events or circumstances: (a) the occurrence of a Project Co Material Breach that is not remedied in accordance with Section 12.3 [Project Co Material Breach Cure and Remedial Program], including in accordance with the program for remediation under that Section, or the occurrence of a Project Co Material Breach for which a program for remediation has not been produced by Project Co in accordance with Section 12.312.3 [Project Co Material Breach Cure and Remedial Program]; (b) the occurrence of a Project Co Insolvency Event; (c) Project Co abandons the Project, other than pursuant to its right to suspend performance under Section 13.3 ([Project Co’s Options) ] or due to a Supervening Event; (d) Service Commencement does not occur on or before the Longstop Date; (e) at any time after 12 months prior to the Longstop Date it is finally determined pursuant to the Dispute Resolution Procedure that the Service Commencement Date is not reasonably expected to occur on or before the Longstop Date; (f) Project Co breaches Section 16.1 [Limitations on Assignment of Project by Project Co] or a Change in Control occurs which is prohibited by Section 16.216.2 [Limitations on Change in Control]; (g) at any time after the Service Commencement Date Project Co breaches its obligations under this Agreement (other than as a consequence of a breach by the Authority Province of its obligations under this Agreement) which results in the criminal conviction or a conviction under the Workers Compensation Act (British Columbia) against Project Co or any Project Co Person or the Authority Province (an “H&S Conviction”) except that:‌that: (1i) an H&S Conviction of Project Co, a Project Co Person or the Authority Province will not constitute a Project Co Event of Default if, within 90 days from the date of the H&S Conviction (whether or not the H&S Conviction is subject to an appeal or any further judicial process), the involvement in the Project of each relevant Project Co Person is terminated or Project Co takes such other action against each such Project Co Person as is acceptable to the Authority Province acting reasonably; and (2ii) in determining whether to exercise any right of termination for a Project Co Event of Default pursuant to this Section 12.1(g) [Project Co Events of Default] the Authority Province will: (A) act in a reasonable and proportionate manner having regard to such matters as the gravity of the offence and the identity of the person Person committing the act leading to the H&S Conviction; and (B) give all due consideration, where appropriate, to action other than termination of this Agreement; (h) Project Co accumulates Deductions of $1,000,000 (Index Linked) or more in any 12 consecutive month period during the Operating Period;‌Period; (i) if such consent is required under Section 5.3 ([Consent Required for Qualifying Refinancing)], Project Co carries out a Refinancing without the AuthorityProvince’s consent,‌ consent; or (j) Project Co breaches Section 17.3 [Security Sensitive Work], unless caused by non-compliance by the Authority Province with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority Province or any Authority Province Person.

Project Co Events of Default. ‌ For the purposes of this Agreement, "Project Co Event of Default" means any of the following events or circumstances: (a) the occurrence of a Project Co Material Breach that is not remedied in accordance with Section 12.3 including in accordance with the program for remediation under that Section, or the occurrence of a Project Co Material Breach for which a program for remediation has not been produced by Project Co in accordance with Section 12.3; (b) the occurrence of a Project Co Insolvency Event; (c) Project Co abandons the Project, other than pursuant to its right to suspend performance under Section 13.3 (Project Co’s Options) or due to a Supervening Force Majeure Event; (d) the Final Service Commencement Date does not occur on or before the Longstop Date; (e) at any time after 12 months prior to the Longstop Date it is finally determined pursuant to the Dispute Resolution Procedure that the Service Commencement Date is not reasonably expected to occur on or before the Longstop Date;[Intentionally Deleted] (f) Project Co breaches Section 16.1 or a Change in Control occurs which is prohibited by Section 16.2; (g) at any time after the Final Service Commencement Date Project Co breaches its obligations under this Agreement (other than as a consequence of a breach by the Authority of its obligations under this Agreement) which results in the criminal conviction or a conviction under the Workers Compensation Act (British Columbia) against Project Co or any Project Co Person or the Authority (an “H&S Conviction”) except that:‌that: (1) an H&S Conviction of Project Co, a Project Co Person or the Authority will not constitute a Project Co Event of Default if, within 90 days from the date of the H&S Conviction (whether or not the H&S Conviction is subject to an appeal or any further judicial process), the involvement in the Project of each relevant Project Co Person is terminated or Project Co takes such other action against each such Project Co Person as is acceptable to the Authority acting reasonably; and (2) in determining whether to exercise any right of termination for a Project Co Event of Default pursuant to this Section 12.1(g) the Authority will: (A) act in a reasonable and proportionate manner having regard to such matters as the gravity of the offence and the identity of the person committing the act leading to the H&S Conviction; and (B) give all due consideration, where appropriate, to action other than termination of this Agreement;; or (h) Project Co accumulates Deductions of $1,000,000 1,300,000 (Index Linked) or more in any 12 consecutive month period during the Operating Period;‌ (i) if such consent is required under Section 5.3 (Consent Required for Qualifying Refinancing)Period, Project Co carries out a Refinancing without the Authority’s consent,‌ unless caused by non-compliance by the Authority with any provision of this Agreement or any document, instrument or agreement delivered to Project Co as required under this Agreement or any negligent act or omission, or any wilful misconduct, of the Authority or any Authority Person.