Seller Event of Default; Termination by the GOP. Each of the following events shall be an event of default by the Seller (each a “Seller Event of Default”), which, if not cured within the time period permitted (if any) to cure, shall give rise to the right on the part of the GOP to terminate this Agreement pursuant to Section 14.2 (Termination Notices); provided, however, that no such event shall be a Seller Event of Default: (i) if it results from a breach by the GOP of this Agreement or the Guarantee, (ii) if it results from a breach by the Purchaser of the Energy Purchase Agreement, [(iii) if it results from a breach by the AJ&K Entities of the AJ&K Implementation Agreement,] (iv) if it results from a breach by the [Provincial Government] / [GOAJ&K] of the Water Use Agreement, (v) if it occurs as a result of a Force Majeure Event (except in the case of Section 14.1(a)(x)), [(vi) if it results from a breach by the [Provincial Government] / [GOAJ&K] of the Site Lease,]14 or [(vii) if, and only to the extent that, it results from non-availability of water within Technical Limits]15; (i) failure of the Seller to achieve the Construction Start Date within ninety (90) Days following Financial Closing; (ii) failure of the Seller to achieve the Commercial Operations Date within four hundred (400) Days after the Required Commercial Operations Date; (iii) after Construction Start Date but prior to the achievement of the Commercial Operations Date, the failure of the Seller to prosecute the Project in a diligent manner for a period of thirty (30) consecutive Days, without prior notice to and the prior written consent of the GOP; (iv) after the Commercial Operations Date, an Abandonment by the Seller without prior notice to and the prior written consent of the GOP that continues for a period of thirty (30) consecutive Days, provided however, the Seller shall not be deemed to have Abandoned its Complex so long as it is using all reasonable efforts to regain control of the Complex or reinstate its commercial operations; (v) other than the assignments and transfers to and by the Lenders and the short-term creditors contemplated under Section 11.2 (Creation of Security), the assignment or transfer of the Seller’s rights or obligations in this Agreement and in the assets identified in Section 11.2(a) (other than the transfer in accordance with the Laws of Pakistan of the non 14 NA, if privately acquired land. 15 Only where HR is with Purchaser. material assets, the transfer of which does not affect the performance of the Seller’s obligations hereunder) without obtaining the prior written consent of the GOP or the transfer, conveyance, loss, or relinquishment of the Seller’s right to own and/or operate the Complex or any material part thereof or to any Person (other than the Purchaser pursuant to the Energy Purchase Agreement) or failure to retain possession of the Site without the prior written approval of the GOP; (vi) except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement and further provided that such amalgamation has been agreed to by the GOP), the occurrence of any of the following events: (a) the passing of a resolution by the shareholders of the Seller for the winding up of the Seller; (b) the voluntary filing by the Seller of a petition of bankruptcy, moratorium, or other similar relief;
Appears in 1 contract
Samples: Implementation Agreement
Seller Event of Default; Termination by the GOP. Each of the following events shall be an event of default by the Seller (each a “Seller Event of Default”), which, if not cured within the time period permitted (if any) to cure, shall give rise to the right on the part of the GOP to terminate this Agreement pursuant to Section 14.2 (Termination Notices); provided, however, that no such event shall be a Seller Event of Default: Default (i) if it results from a the GOP’s breach by the GOP of this Agreement or the Guarantee, (ii) if it results from a breach by the Purchaser of the Energy Purchase Agreement, [Agreement or (iii) if it results from a breach by the AJ&K Entities of the AJ&K Implementation Agreement,] (iv) if it results from a breach by the [Provincial Government] / [GOAJ&K] of the Water Use Agreement, (v) if it occurs as a result of a Force Majeure Event (except in the case of Section 14.1(a)(x)), [; or (viiv) if it results from a breach by the [Provincial Government] / [GOAJ&K] AEDB of the Site Lease,]14 or [(vii) if, and only to the extent that, it results from non-availability of water within Technical Limits]15Sub- lease;
(i) failure of the Seller to achieve the Construction Start Date within ninety (90) Days following Financial Closing;
(ii) failure of the Seller to achieve the Commercial Operations Date within four hundred (400) Days after the Required Commercial Operations Date;
(iii) after Construction Start Date but prior to the achievement of the Commercial Operations Date, the failure of the Seller to prosecute the Project in a diligent manner for a period of thirty (30) consecutive Days, without prior notice to and the prior written consent of the GOP;
(iv) after the Commercial Operations Date, an Abandonment by the Seller without prior notice to and the prior written consent of the GOP that continues for a period of thirty (30) consecutive Days, provided however, the Seller shall not be deemed to have Abandoned its Complex so long as it is using all reasonable efforts to regain control of the Complex or reinstate its commercial operations;
(v) other than the assignments and transfers to and by the Lenders and the short-term creditors lenders contemplated under Section 11.2 (Creation of Security), the assignment or transfer of the Seller’s rights or obligations in this Agreement and in the assets identified in Section 11.2(a) (other than the transfer in accordance with the Laws of Pakistan of the non 14 NA, if privately acquired land. 15 Only where HR is with Purchaser. material assets, the transfer of which does not Implementation Agreement 49 affect the performance of the Seller’s obligations hereunder) without obtaining the prior written consent of the GOP or the transfer, conveyance, loss, or relinquishment of the Seller’s right to own and/or operate the Complex or any material part thereof or to any Person (other than the Purchaser pursuant to the Energy Purchase Agreement) or failure to retain possession of the Site without the prior written approval of the GOP;
(vi) except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement and further provided that such amalgamation has been agreed to by the GOP), the occurrence of any of the following events: (a) the passing of a resolution by the shareholders of the Seller for the winding up of the Seller; (b) the voluntary filing by the Seller of a petition of bankruptcy, moratorium, or other similar relief; (c) the appointment of a provisional liquidator in a proceeding for the winding up of the Seller after notice to the Seller and due hearing, which appointment has not been set aside or stayed within ninety (90) Days of such appointment; (d) the making by a court with jurisdiction over the Seller of an order winding up the Seller that is not stayed or reversed by a court of competent authority within ninety (90) Days;
(vii) any statement, representation, or warranty by the Seller in this Agreement proving to have been incorrect, in any material respect, when made or when deemed to have been made, and such incorrect statement, representation, or warranty having a material and adverse effect on the Seller’s ability to perform its obligations under this Agreement or on the obligations or liabilities of AEDB or the GOP under this Agreement, the Guarantee or the Site Sub-lease;
(viii) the exercise by the Lenders of their remedies under the Financing Documents or by the short-term lenders under their respective security interests as contemplated under Section 11.2, with respect to either the Complex assets or the pledged Ordinary Share Capital such that either the Seller or its management are removed by the Lenders from control of the Complex and the failure by the Lenders or the Agent to deliver a Succession Notice (as defined in Section 11.2(b)) or to transfer the Complex and the rights and obligations of the Seller under the Agreement and the Energy Purchase Agreement and the rights of the Seller under the Guarantee to a Transferee within two Implementation Agreement 50 hundred and forty (240) Days after the Seller or its management are removed by the Lenders from control of the Complex ;
(ix) any material breach or default by the Seller of or under this Agreement that is not remedied within thirty (30) Days (or such longer cure or grace period permitted under the relevant agreement) after notice from the AEDB, stating that a material breach of or default under this Agreement or other agreement has occurred that could result in the termination of this Agreement or the other agreement and identifying the material breach or default in question in reasonable detail;
(x) any default by the Seller in the making of any payment or payments required to be made by it under this Agreement, on the due date specified that continues unpaid for thirty (30) Days; and
(xi) any material breach or default by the Seller under the Energy Purchase Agreement or the Site Sub-lease, that is not remedied within the cure or grace period permitted thereunder after issuance of a notice of intent to terminate pursuant to the Energy Purchase Agreement or the Site Sub-lease, as the case may be.
Appears in 1 contract
Samples: Implementation Agreement
Seller Event of Default; Termination by the GOP. Each of the following events shall be an event of default by the Seller (each a “Seller Event of Default”), which, if not cured within the time period permitted (if any) to cure, shall give rise to the right on the part of the GOP to terminate this Agreement pursuant to Section 14.2 (Termination Notices); provided, however, that no such event shall be a Seller Event of Default: (i) if it results from a breach by the GOP of this Agreement or the Guarantee, (ii) if it results from a breach by the Purchaser of the Energy Purchase Agreement, [(iii) if it results from a breach by the AJ&K Entities of the AJ&K Implementation Agreement,] (iv) if it results from a breach by the [Provincial Government] / [GOAJ&K] of the Water Use Agreement, (v) if it occurs as a result of a Force Majeure Event (except in the case of Section 14.1(a)(x)), [(vi) if it results from a breach by the [Provincial Government] / [GOAJ&K] of the Site Lease,]14 or [(vii) if, and only to the extent that, it results from non-availability of water within Technical Limits]15;
(i) ; failure of the Seller to achieve the Construction Start Date within ninety (90) Days following Financial Closing;
(ii) ; failure of the Seller to achieve the Commercial Operations Date within four hundred (400) Days after the Required Commercial Operations Date;
(iii) ; after Construction Start Date but prior to the achievement of the Commercial Operations Date, the failure of the Seller to prosecute the Project in a diligent manner for a period of thirty (30) consecutive Days, without prior notice to and the prior written consent of the GOP;
(iv) ; after the Commercial Operations Date, an Abandonment by the Seller without prior notice to and the prior written consent of the GOP that continues for a period of thirty (30) consecutive Days, provided however, the Seller shall not be deemed to have Abandoned its Complex so long as it is using all reasonable efforts to regain control of the Complex or reinstate its commercial operations;
(v) ; other than the assignments and transfers to and by the Lenders and the short-term creditors contemplated under Section 11.2 (Creation of Security), the assignment or transfer of the Seller’s rights or obligations in this Agreement and in the assets identified in Section 11.2(a) (other than the transfer in accordance with the Laws of Pakistan of the non 14 NA, if privately acquired land. 15 Only where HR is with Purchaser. material assets, the transfer of which does not affect the performance of the Seller’s obligations hereunder) without obtaining the prior written consent of the GOP or the transfer, conveyance, loss, or relinquishment of the Seller’s right to own and/or operate the Complex or any material part thereof or to any Person (other than the Purchaser pursuant to the Energy Purchase Agreement) or failure to retain possession of the Site without the prior written approval of the GOP;
(vi) ; except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement and further provided that such amalgamation has been agreed to by the GOP), the occurrence of any of the following events: (a) the passing of a resolution by the shareholders of the Seller for the winding up of the Seller; (b) the voluntary filing by the Seller of a petition of bankruptcy, moratorium, or other similar relief;; (c) the appointment of a provisional liquidator in a proceeding for the winding up of the Seller after notice to the Seller and due hearing, which appointment has not been set aside or stayed within ninety (90) Days of such appointment; (d) the making by a court with jurisdiction over the Seller of an order winding up the Seller that is not stayed or reversed by a court of competent authority within ninety (90) Days; any statement, representation, or warranty by the Seller in this Agreement proving to have been incorrect, in any material respect, when made or when deemed to have been made, and such incorrect statement, representation, or warranty having a material and adverse effect on the Seller’s ability to perform its obligations under this Agreement or on the obligations or liabilities of AEDB or the GOP under this Agreement or the Guarantee; the exercise by the Lenders of their remedies under the Financing Documents or by the short-term creditors under their respective security interests as contemplated under Section 11.2, with respect to either the Complex assets or the pledged Ordinary Share Capital such that either the Seller or its management are removed by the Lenders or by the short-term creditors from control of the Complex and the failure by the Lenders or the Agent to deliver a Succession Notice (as defined in Section 11.2(b)) or to transfer the Complex and the rights and obligations of the Seller under this Agreement and the Energy Purchase Agreement and the rights of the Seller under the Guarantee to a Transferee within two hundred and forty (240) Days after the Seller or its management are removed by the Lenders from control of the Complex; any material breach or default by the Seller of or under this Agreement, the Energy Purchase Agreement, [the AJ&K Implementation Agreement,] or the Water Use Agreement that is not remedied within: (A) thirty (30) Days in case of this Agreement, and (B) the respective cure period under the other agreements, after notice from the AEDB, the Purchaser, or the [Provincial Government] / [GOAJ&K], as the case may be, stating that a material breach of or default under this Agreement or the other agreement has occurred that could result in the termination of this Agreement or the other agreement and identifying the material breach or default in question in reasonable detail; any default by the Seller in the making of any payment or payments required to be made by it under this Agreement, the Energy Purchase Agreement, or the Water Use Agreement, as the case may be, on the due date specified in such agreement, that continues unpaid beyond the due date for thirty (30) Days; the revocation or termination of [the AJ&K Implementation Agreement,] the Energy Purchase Agreement, or the Water Use Agreement, in each case, following the exhaustion of any cure rights of the Seller (and the Lenders), if any, thereunder due to a default or breach by the Seller thereunder; and [any material breach or default by the Seller under the Site Lease, that is not remedied within the cure or grace period permitted thereunder after issuance of a notice of intent to terminate under the Site Lease.]16
Appears in 1 contract
Samples: Implementation Agreement
Seller Event of Default; Termination by the GOP. Each of the following events shall be an event of default by the Seller (each a “Seller Event of Default”), which, if not cured within the time period permitted (if any) to cure, shall give rise to the right on the part of the GOP to terminate this Agreement pursuant to Section 14.2 (Termination Notices); provided, however, that no such event shall be a Seller Event of Default: Default (i) if it results from a the GOP’s breach by the GOP of this Agreement or the Guarantee, (ii) if it results from a breach by the Purchaser of the Energy Purchase Agreement, [Agreement or (iii) if it results from a breach by the AJ&K Entities of the AJ&K Implementation Agreement,] (iv) if it results from a breach by the [Provincial Government] / [GOAJ&K] of the Water Use Agreement, (v) if it occurs as a result of a Force Majeure Event (except in the case of Section 14.1(a)(x)), [(vi) if it results from a breach by the [Provincial Government] / [GOAJ&K] of the Site Lease,]14 or [(vii) if, and only to the extent that, it results from non-availability of water within Technical Limits]15;
(i) failure of the Seller to achieve the Construction Start Date within ninety (90) Days following Financial Closing;
(ii) failure of the Seller to achieve the Commercial Operations Date within four hundred (400) Days after the Required Commercial Operations Date;
(iii) after Construction Start Date but prior to the achievement of the Commercial Operations Date, the failure of the Seller to prosecute the Project in a diligent manner for a period of thirty (30) consecutive Days, without prior notice to and the prior written consent of the GOP;
(iv) after the Commercial Operations Date, an Abandonment by the Seller without prior notice to and the prior written consent of the GOP that continues for a period of thirty (30) consecutive Days, provided however, the Seller shall not be deemed to have Abandoned its Complex so long as it is using all reasonable efforts to regain control of the Complex or reinstate its commercial operations;
(v) other than the assignments and transfers to and by the Lenders and the short-term creditors contemplated under Section 11.2 (Creation of Security), the assignment or transfer of the Seller’s rights or obligations in this Agreement and in the assets identified in Section 11.2(a) (other than the transfer in accordance with the Laws of Pakistan of the non 14 NA, if privately acquired land. 15 Only where HR is with Purchaser. material assets, the transfer of which does not affect the performance of the Seller’s obligations hereunder) without obtaining the prior written consent of the GOP or the transfer, conveyance, loss, or relinquishment of the Seller’s right to own and/or operate the Complex or any material part thereof or to any Person (other than the Purchaser pursuant to the Energy Purchase Agreement) or failure to retain possession of the Site without the prior written approval of the GOP;
(vi) except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement and further provided that such amalgamation has been agreed to by the GOP), the occurrence of any of the following events: (a) the passing of a resolution by the shareholders of the Seller for the winding up of the Seller; (b) the voluntary filing by the Seller of a petition of bankruptcy, moratorium, or other similar relief;
Appears in 1 contract
Samples: Implementation Agreement
Seller Event of Default; Termination by the GOP. Each of the following events shall be an event of default by the Seller (each a “Seller Event of Default”), which, if not cured within the time period permitted (if any) to cure, shall give rise to the right on the part of the GOP to terminate this Agreement pursuant to Section 14.2 (Termination Notices); provided, however, that no such event shall be a Seller Event of Default: Default (i) if it results from a the GOP’s breach by the GOP of this Agreement or the Guarantee, (ii) if it results from a breach by the Purchaser of the Energy Purchase Agreement, [Agreement or (iii) if it results from a breach by the AJ&K Entities of the AJ&K Implementation Agreement,] (iv) if it results from a breach by the [Provincial Government] / [GOAJ&K] of the Water Use Agreement, (v) if it occurs as a result of a Force Majeure Event (except in the case of Section 14.1(a)(x)), [; or (viiv) if it results from a breach by the [Provincial Government] / [GOAJ&K] AEDB of the Site Lease,]14 or [(vii) if, and only to the extent that, it results from non-availability of water within Technical Limits]15Sub- lease;
(i) failure of the Seller to achieve the Construction Start Date within ninety (90) Days following Financial Closing;
(ii) failure of the Seller to achieve the Commercial Operations Date within four hundred (400) Days after the Required Commercial Operations Date;
(iii) after Construction Start Date but prior to the achievement of the Commercial Operations Date, the failure of the Seller to prosecute the Project in a diligent manner for a period of thirty (30) consecutive Days, without prior notice to and the prior written consent of the GOP;
(iv) after the Commercial Operations Date, an Abandonment by the Seller without prior notice to and the prior written consent of the GOP that continues for a period of thirty (30) consecutive Days, provided however, the Seller shall not be deemed to have Abandoned its Complex so long as it is using all reasonable efforts to regain control of the Complex or reinstate its commercial operations;
(v) other than the assignments and transfers to and by the Lenders and the short-term creditors contemplated under Section 11.2 (Creation of Security), the assignment or transfer of the Seller’s rights or obligations in this Agreement and in the assets identified in Section 11.2(a) (other than the transfer in accordance with the Laws of Pakistan of the non 14 NA, if privately acquired land. 15 Only where HR is with Purchaser. material assets, the transfer of which does not affect the performance of the Seller’s obligations hereunder) without obtaining the prior written consent of the GOP or the transfer, conveyance, loss, or relinquishment of the Seller’s right to own and/or operate the Complex or any material part thereof or to any Person (other than the Purchaser pursuant to the Energy Purchase Agreement) or failure to retain possession of the Site without the prior written approval of the GOP;
(vi) except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed entity, as the case may be, to perform its obligations under this Agreement and further provided that such amalgamation has been agreed to by the GOP), the occurrence of any of the following events: (a) the passing of a resolution by the shareholders of the Seller for the winding up of the Seller; (b) the voluntary filing by the Seller of a petition of bankruptcy, moratorium, or other similar relief; (c) the appointment of a provisional liquidator in a proceeding for the winding up of the Seller after notice to the Seller and due hearing, which appointment has not been set aside or stayed within ninety (90) Days of such appointment; (d) the making by a court with jurisdiction over the Seller of an order winding up the Seller that is not stayed or reversed by a court of competent authority within ninety (90) Days;
(vii) any statement, representation, or warranty by the Seller in this Agreement proving to have been incorrect, in any material respect, when made or when deemed to have been made, and such incorrect statement, representation, or warranty having a material and adverse effect on the Seller’s ability to perform its obligations under this Agreement or on the obligations or liabilities of AEDB or the GOP under this Agreement;
(viii) the exercise by the Lenders of their remedies under the Financing Documents with respect to either the Complex assets or the pledged Ordinary Share Capital such that either the Seller or its management are removed by the Lenders from control of the Complex and the failure by the Lenders or the Agent to deliver a Succession Notice (as defined in Section 11.2(b)) or to transfer the Complex and the rights and obligations of the Seller under the Agreement and the Energy Purchase Agreement and the rights of the Seller under the Guarantee to a Transferee within two hundred and forty (240) Days after the Seller or its management are removed by the Lenders from control of the Complex ;
(ix) any material breach or default by the Seller of or under this Agreement that is not remedied within thirty (30) Days (or such longer cure or grace period permitted under the relevant agreement) after notice from the AEDB, stating that a material breach of or default under such agreement has occurred that could result in the termination of the agreement and identifying the material breach or default in question in reasonable detail;
(x) any default by the Seller in the making of any payment or payments required to be made by it under this Agreement, on the due date specified that continues unpaid for thirty (30) Days;
(xi) any material breach or default by the Seller under the Energy Purchase Agreement or the Site Sub-lease, that is not remedied within the cure or grace period permitted thereunder after issuance of a notice of intent to terminate pursuant to the Energy Purchase Agreement or the Site Sub-lease, as the case may be.
Appears in 1 contract
Samples: Implementation Agreement
