Common use of Remedies Upon Owner Default Clause in Contracts

Remedies Upon Owner Default. Upon the occurrence of an Owner Default and at any time thereafter so long as the same is continuing, Purchaser shall be entitled, to the extent permitted by Applicable Law, to exercise one or more of the following remedies, as Purchaser shall elect: (a) In the case of an Owner Default, and subject to Section 5.8 and Section 14.7, Purchaser may terminate this Agreement by written notice to Owner and may recover, as applicable, any accrued but unpaid amounts under Section 4.4.1, Section 4.4.3, or Section 7.3.1 and the Owner Termination Payment. (b) Subject to the limitations provided in Section 4.4.1(e), Section 7.3.4, Article XVIII or this Section 14.6, as applicable, Purchaser may recover from Owner any accrued but unpaid amounts under Section 4.4.1, Section 4.4.3, or Section 7.3.1 and any costs or expenses (including reasonable attorneys’ fees) reasonably incurred by Purchaser to recover any amounts owed to Purchaser by Owner under this Agreement. (c) Purchaser may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under applicable Law with respect to Additional Credit Support held by Purchaser and (ii) the right to liquidate any and all Additional Credit Support held by Purchaser and to apply the proceeds of such liquidation to any amounts payable to Purchaser with respect to Owner’s obligations hereunder in such order as Purchaser may elect. Purchaser may draw on the undrawn portion of any Letter of Credit or apply Cash, in each case that has been provided as Additional Credit Support up to the amount of Owner’s outstanding obligations hereunder. Owner shall remain liable for amounts due and owed to Purchaser that remain unpaid after the application of Additional Credit Support. (d) Pursuant to Section 13.2, to the extent there is a Dispute over the amount of the damages suffered by Purchaser as a result of an Owner Default, Purchaser may deduct and setoff payment of such amount against any Transmission Service Payment upon resolution of that Dispute. (e) Purchaser may exercise any and all other rights and remedies that may be available to Purchaser at law or in equity for non-monetary relief, unless expressly prohibited or otherwise restricted by Article XVIII or any other provision of this Agreement. Notwithstanding the foregoing sentence, Purchaser shall have no right to (i) terminate this Agreement based upon an Owner Default, except as provided in clause (a) above or Section 14.7(e)(i), or (ii) any reduction of or offset against payments under this Agreement based upon an Owner Default, except as contemplated by Section 8.1, Section 13.5 and Section 14.6(d), as applicable.

Remedies Upon Owner Default. Upon the occurrence of an Owner Default and at any time thereafter so long as the same is continuing, Purchaser shall be entitled, to the extent permitted by Applicable Law, to exercise one or more of the following remedies, as Purchaser shall elect: (a) In the case of an Owner Default, and subject to Section 5.8 and Section 14.714.7 of the Purchaser TSAs, Purchaser may terminate this Agreement by written notice to Owner and may recover, as applicable, any accrued but unpaid amounts under Section 4.4.1, Section 4.4.3, or Section 7.3.1 4.4.1 and the Owner Termination Payment. (b) Subject to the limitations provided in Section 4.4.1(e), Section 7.3.4, Article XVIII or this Section 14.6, as applicable, Purchaser may recover from Owner any accrued but unpaid amounts under Section 4.4.1, Section 4.4.3, or 4.4.1 and Section 7.3.1 (as applicable) and any costs or expenses (including reasonable attorneys’ fees) reasonably incurred by Purchaser to recover any amounts owed to Purchaser by Owner under this Agreement. (c) Purchaser may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under applicable Law with respect to Additional Credit Support held by Purchaser and (ii) the right to liquidate any and all Additional Credit Support held by Purchaser and to apply the proceeds of such liquidation to any amounts payable to Purchaser with respect to Owner’s obligations hereunder in such order as Purchaser may elect. Purchaser may draw on the undrawn portion of any Letter of Credit or apply Cash, in each case that has been provided as Additional Credit Support up to the amount of Owner’s outstanding obligations hereunder. Owner shall remain liable for amounts due and owed to Purchaser that remain unpaid after the application of Additional Credit Support. (d) Pursuant to Section 13.2, to the extent there is a Dispute over the amount of the damages suffered by Purchaser as a result of an Owner Default, Purchaser may deduct and setoff payment of such amount against any Transmission Service Payment upon resolution of that Dispute. (e) Purchaser may exercise any and all other rights and remedies that may be available to Purchaser at law or in equity for non-monetary relief, unless expressly prohibited or otherwise restricted by Article XVIII or any other provision of this Agreement. Notwithstanding the foregoing sentence, Purchaser shall have no right to (i) terminate this Agreement based upon an Owner Default, except as provided in clause (a) above or Section 14.7(e)(i), or (ii) any reduction of or offset against payments under this Agreement based upon an Owner Default, except as contemplated by Section 8.1, Section 13.5 and Section 14.6(d), as applicable.