Seller Event of Default. Each of the following shall constitute a “Seller Event of Default”, save to the extent excused by Clause 17 (Force Majeure) of this Agreement, or a NamPower Event of Default or an Event of Deemed Availability, or a NamPower Transmission Default, and shall entitle NamPower to issue a Notice of Intention to Terminate to the Seller: prior to the Commercial Operation Date, the Seller abandons construction of the Power Plant for a consecutive period of more than ninety (90) days, without NamPower's prior written consent, which shall not be unreasonably refused or delayed; following the Commercial Operation Date, the Seller abandons the operation of the Power Plant for a consecutive period of more than thirty (30) days, without NamPower's prior written consent, which shall not be unreasonably refused or delayed; the Seller fails to cause the Commercial Operation Date to occur by the date falling six (6) months after the Target Commercial Operation Date excluding in the event that the Commercial Operation Date did not occur due to any reason not attributable to the Seller; a default is caused by the Seller under the Transmission Connection Agreement and is not remedied within the period, if any, specified for remedy for such breach in the Transmission Connection Agreement and the Transmission Connection Agreement is terminated; the transfer of the Seller’s rights or obligations under this Agreement, which are not permitted under Clause 23 (Cession and Assignment) of this Agreement, excluding a transfer to an Affiliate and/or a wholly owned subsidiary; the liquidation or insolvency of the Seller, except for any frivolous or vexatious petitions for winding up or insolvency or any petition for the winding up or insolvency of the Seller which is discharged, stayed or dismissed within 60 (sixty) days of commencement thereof, or, if earlier, the date on which it is advertised; the Seller is in material breach of its obligations under this Agreement and fails to remedy such breach within sixty (60) days of receipt of the notice of breach, provided that if such failure cannot be remedied by the Seller within such period of sixty (60) days with the exercise of reasonable diligence, then such cure period shall be extended by mutual agreement for an additional reasonable period of time (not to exceed a further sixty (60) days), so long as such failure is capable of being remedied with the exercise of reasonable diligence and the Seller is exercising reasonable diligence to ...
Seller Event of Default. 19.4.1.1 If a Seller Event of Default has occurred and that Seller Event of Default has not been cured within the period specified in Clause 19.3, the Purchaser, in its sole discretion, may:
(a) immediately terminate this Agreement by serving a Termination Notice on the Seller or, alternatively, may serve a Transfer Notice pursuant to Clause Error! Reference source not found.; and/or
(b) proceed in accordance with Clause 20 to protect and enforce its rights, to recover any Damages to which it may be entitled (including all costs and expenses reasonably incurred in the exercise of its remedy); and/or
(c) retain all or part of the Construction Security and/or the Operations Security provided by the Seller pursuant to Clause 12.4 in full or partial satisfaction of the Damages to which it may be entitled under Clause 19.4.1.1(b) above.
19.4.1.2 These rights and remedies shall not be exclusive but, to the extent permitted by law, shall be cumulative and in addition to all other rights and remedies existing at law, in equity or otherwise, provided that, the Purchaser may only seek to exercise such rights and remedies in accordance with the procedures set forth in Clause 20.
19.4.1.3 The Purchaser may exercise each right and remedy afforded by this Agreement or by law from time to time and as often as may be deemed expedient by the Purchaser.
19.4.1.4 No delay by, or omission of, the Purchaser to exercise any right or remedy arising upon any Seller Event of Default shall impair any such right or remedy or constitute a waiver of such event or an acquiescence thereto.
Seller Event of Default. Each of the following is also an “Event of Default” with respect to Seller, with Seller being the “Defaulting Party”:
(a) a Credit Event occurs with respect to Seller or Seller’s Guarantor; or
(b) more than one Seller Failure.
Seller Event of Default. A “Seller Event of Default” shall be deemed to exist upon the occurrence and during the continuance of any one or more of the following events: (i) Seller breaches a material term of this Agreement, and such breach is not cured within 60 Days following written notice from Buyer; or (ii) Seller fails to pay any amount due under this Agreement in full within 60 Days of the due date of such payment, subject to Section 17.13.
Seller Event of Default. In the event the GOP terminates this Agreement pursuant to Section 14.1(a) as a result of a Seller Event of Default (other than a failure to timely complete a Restoration pursuant to Section 15.9(d) of the Energy Purchase Agreement), the GOP or its designee shall have the right, but shall not be required, to acquire all of the Seller’s rights, title and interests in and to the Complex; provided, however, that if the GOP elects to acquire the Complex, the GOP or its designee will acquire the Complex and simultaneously pay the Seller the Compensation Amount set forth in Row 1 of Part I of Schedule 2 (Compensation Amounts) in accordance with the payment provisions set out in Section 15.5 (
Seller Event of Default. The occurrence and continuation of any of the following events, unless any such event occurs as a result of a Force Majeure Event or a breach by Procurer of its obligations under this Agreement or a Procurer Event of Default, shall constitute a Seller Event of Default:
Seller Event of Default. Immediately upon any officer or manager of Seller becoming aware of the occurrence of any default or event of default by any Borrower under the Loan Documents, a certificate of an authorized officer or manager of Seller setting forth the details thereof and, the action which Seller proposes to take with respect thereto; and
Seller Event of Default. The term shall have the meaning set forth in Section 10.2.
Seller Event of Default. Each of the following events shall constitute a “Seller Event of Default”:
9.1.1 Seller fails to pay to Purchaser any amount when due under this Agreement and such breach remains uncured for thirty (30) Business Days following notice of such breach to Seller, provided that such payment is not being withheld because of a Purchaser Event of Default;
9.1.2 (i) Seller commences a voluntary case under any bankruptcy law;
Seller Event of Default. The occurrence and continuation of any of the following events, unless any such event occurs as a result of a Force Majeure Event, shall constitute Seller Event of Default:
i. The failure to commence supply of power to MPPMCL up to the Contracted Capacity, relevant to the Scheduled Commissioning Date, by the end of 24 months; or
ii. If:
a. The Seller assigns, mortgages or charges or purports to assign, mortgage or charge any of its assets or rights related to the Power Project in contravention of the provisions of this Agreement; or
b. The Seller transfers or novates any of its rights and/ or obligations under this agreement, in a manner contrary to the provisions of this Agreement; except where such transfer Is in pursuance of a Law; and does not affect the ability of the transferee to perform, and such transferee has the financial capability to perform, its obligations under this Agreement or Is to a transferee who assumes such obligations under this Agreement and the Agreement remains effective with respect to the transferee;
iii. If
a. The Seller becomes voluntarily or involuntarily the subject of any bankruptcy or insolvency or winding up proceedings and such proceedings remain uncontested for a period of thirty (30) days, or
b. Any winding up or bankruptcy or insolvency order is passed against the Seller, or
c. The Seller goes into liquidation or dissolution or has a receiver or any similar officer appointed over all or substantially all of its assets or official liquidator is appointed to manage its affairs, pursuant to Law, Provided that a dissolution or liquidation of the Seller will not be a Seller Event of Default if such dissolution or liquidation is for the purpose of a merger, consolidation or reorganization and where the resulting company retains creditworthiness similar to the Seller and expressly assumes all obligations of the Seller under this Agreement and is in a position to perform them; or
iv. The Seller repudiates this Agreement and does not rectify such breach within a period of thirty (30) days from a notice from MPPMCL in this regard; or
v. Except where due to any MPPMCL‟ s failure to comply with its material obligations, the Seller is in breach of any of its material obligations pursuant to this Agreement, and such material breach is not rectified by the Seller within thirty (30) days of receipt of first notice in this regard given by MPPMCL.
vi. Failure to replace the Performance Bank Guarantee, as per the terms of this Agre...
