Common use of Seller Event of Default Clause in Contracts

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 remedy such failure; cancellation of the Generation Licence; failure of the Seller to pay any sum or sums due and owing to NamPower within thirty (30) days of the due date therefor; any environmental failure as follows: where, as a result of an environmental failure on the part of or attributable to the Seller, a Seller Consent is withdrawn by the Competent Authority rendering it unlawful for the Seller to carry on any activity for which such permission is required; or where, as a result of an environmental failure on the part of or attributable to the Seller, a directive or order is made by any Competent Authority or any court for the cessation of any of the Seller’s activities, in either case rendering it unlawful for the Seller to perform any material obligations under this Agreement; or in the event of any persistent or recurring material environmental failures over a period of at least six (6) consecutive months, in respect of which the Seller has received a final warning to desist, from a Competent Authority, with which the Seller has not complied. The Seller shall, to the extent that it has knowledge of the same, promptly notify NamPower in writing of the occurrence of any Seller Event of Default.

Seller Event of Default. Each 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, shall constitute a “Seller Event of Default”, save : i. the failure to Commission the extent excused Power Station by Clause 17 the date falling twelve (Force Majeure12) 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 Months after its Scheduled Commercial Operation Date, or ii. after the Seller abandons commencement of construction of the Power Plant Project, the abandonment by the Seller or the Seller's Construction Contractors of the construction of the Project for a continuous period of two (2) Months and such default is not rectified within thirty (30) days from the receipt of first notice from the Procurer in this regard, or iii. if at any time following the Power Station being Commissioned and during its retest, as per Article 8, the Tested Capacity is less than eighty (80) percent of its Contracted Capacity, as existing on the Effective Date or in case the Seller has exercised the option under clause 3.1.1 the Contracted Capacity so finalized, and such Tested Capacity remains below eighty (80) percent even for a period of three (3) Months thereafter; or iv. after Commercial Operation Date of the Power Station, the Seller fails to achieve Average Availability of sixty five percent (65%), for a period of twelve (12) consecutive Months or within a non-consecutive period of more than ninety twelve (9012) daysMonths within any continuous aggregate period of thirty-six (36) Months, without NamPower's prior written consentor v. if the Seller: a) negates any of its rights and/or obligations under this agreement, which shall not be unreasonably refused or delayedin violation of this Agreement; following the Commercial Operation Date, or vi. if (a) the Seller abandons becomes voluntarily or involuntarily the operation subject of the Power Plant any bankruptcy or insolvency or winding up proceedings and such proceedings remain uncontested 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 (6b) 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 winding up 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 bankruptcy or insolvency of order is passed against the Seller, except for any frivolous or vexatious petitions for winding up (c) the Seller goes into liquidation or insolvency dissolution or has a receiver or any petition for the winding up similar officer appointed over all or insolvency 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 which will not be an Event of Default if such dissolution or liquidation is dischargedfor the purpose of a merger, stayed consolidation or dismissed within 60 (sixty) days reorganization and where the resulting company continues to meet the financial and technical requirements till COD of commencement thereofthe Power Station, or, if earlier, the date on which it is advertised; and retains creditworthiness similar to the Seller is in material breach and expressly assumes all obligations of its obligations the Seller under this Agreement and fails is in a position to remedy perform them; or vii. the Seller repudiates this Agreement and does not rectify such breach even within sixty (60) days of receipt of the notice of breach, provided that if such failure cannot be remedied by the Seller within such a period of sixty (60) days with from a notice from the exercise of reasonable diligenceProcurer in this regard; or viii. the Seller fails to complete/fulfill the activities/conditions specified in clause 3.1.2, then such cure period shall be extended by mutual agreement for an additional reasonable beyond a period of time (not to exceed a further sixty (60) days), so long as such failure is capable of being remedied with 8 Months from the exercise of reasonable diligence specified period in clause 3.1.2 and the Seller right of termination under clause 3.3.2 is exercising reasonable diligence to remedy such failure; cancellation of the Generation Licence; failure of the Seller to pay any sum or sums due and owing to NamPower within thirty (30) days of the due date therefor; any environmental failure as follows: where, as a result of an environmental failure on the part of or attributable to the Seller, a Seller Consent is withdrawn invoked by the Competent Authority rendering it unlawful for the Seller to carry on any activity for which such permission is requiredProcurer; or where, as a result of an environmental failure on the part of or attributable to the Seller, a directive or order is made by any Competent Authority or any court for the cessation or ix. Occurrence of any other event which is specified in this Agreement to be a material breach/default of the Seller’s activities, in either case rendering it unlawful for the Seller to perform any material obligations under this Agreement; or in the event of any persistent or recurring material environmental failures over a period of at least six (6) consecutive months, in respect of which the Seller has received a final warning to desist, from a Competent Authority, with which the Seller has not complied. The Seller shall, to the extent that it has knowledge of the same, promptly notify NamPower in writing of the occurrence of any Seller Event of Default.

Seller Event of Default. Each Subject to Article 6, a Seller Event of Default under this Agreement shall be deemed to exist upon the occurrence of any one or more of the following shall constitute a “Seller Event events: (a) Failure by APC to make payment 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 any amounts 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 OCF under this Agreement, which are failure continues for a period of ten (10) Days after written notice of such nonpayment; (b) Failure by APC to perform fully any material provision (including any material misrepresentations) of this Agreement not permitted under Clause 23 described in Section 4.2(a), and (Cession i) such failure continues for a period of thirty (30) Days after written notice of such nonperformance or (ii) if APC shall commence within such thirty (30) Days and Assignmentshall thereafter proceed with all due diligence to cure such failure, such failure is not cured within such longer period (not to exceed ninety (90) Days) as shall be necessary for APC to cure the same with all due diligence, or (c) If APC shall file, or consent to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; or APC shall make an assignment for the benefit of its creditors; or APC shall consent to the appointment of a custodian, receiver, trustee, or other officer with similar powers, for substantially all its property, or be adjudicated insolvent; or an order for relief shall be entered against APC in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up of liquidation of all or any part of APC property; or any petition for any such relief shall be filed against APC and shall not be dismissed within ninety (90) Days. (d) Failure by APC to deliver Steam or have Steam available for delivery to OCF, in accordance with the requirements and provisions of this Agreement, excluding for 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 continuous period of sixty One (601) days with the exercise of reasonable diligenceyear, then such cure period shall be extended by mutual agreement which failure continues for an additional reasonable a 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 remedy such failure; cancellation of the Generation Licence; failure of the Seller to pay any sum or sums due and owing to NamPower within thirty (30) days Days after written notice of the due date therefor; any environmental failure as follows: where, as a result of an environmental failure on the part of or attributable to the Seller, a Seller Consent is withdrawn by the Competent Authority rendering it unlawful for the Seller to carry on any activity for which such permission is required; or where, as a result of an environmental failure on the part of or attributable to the Seller, a directive or order is made by any Competent Authority or any court for the cessation of any of the Seller’s activities, in either case rendering it unlawful for the Seller to perform any material obligations under this Agreement; or in the event of any persistent or recurring material environmental failures over a period of at least six (6) consecutive months, in respect of which the Seller has received a final warning to desist, from a Competent Authority, with which the Seller has not complied. The Seller shall, to the extent that it has knowledge of the same, promptly notify NamPower in writing of the occurrence of any Seller Event of Defaultfailure.

Seller Event of Default. Each A Seller Event of Default shall occur under this Agreement upon the occurrence of any of the following shall constitute a events (severally “Seller Event of Default” and collectively “Seller Events of Default”): (a) Seller Schedules and/or delivers to Buyer, save without Buyer’s consent, energy or other product from a resource other than the Generating Facilities specified in this Agreement; or (b) Seller fails for any reason, except as a result of a Force Majeure Event, to deliver at least one-half of the extent excused by Clause 17 Expected Annual Contract Quantity during a Contract Year; or (Force Majeurec) Seller sells or transfers Output to any Person other than Buyer other than pursuant to a Buyer Event of Default; or (d) Seller shall have failed to pay, when due, any rent, fee, charge or obligation of Seller requiring the payment of money under the terms 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 remedy such failure; cancellation of the Generation Licence; failure of the Seller to pay any sum or sums due and owing to NamPower within thirty (30) days from receipt of the notice from Buyer of such past due date thereforamount; or (e) Seller shall have failed to maintain any environmental failure as follows: where, as a result of an environmental failure on the part of or attributable insurance required pursuant to the Seller, a Seller Consent is withdrawn by the Competent Authority rendering it unlawful for the Seller to carry on any activity for which such permission is required; or where, as a result of an environmental failure on the part of or attributable to the Seller, a directive or order is made by any Competent Authority or any court for the cessation of any of the Seller’s activities, in either case rendering it unlawful for the Seller to perform any material obligations under this Agreement; or (f) Seller shall have failed to achieve Commercial Operation Date by the Expected Commercial Operation Date as such deadline is established pursuant to Article 3; or (g) Any representation or warranty made by Seller hereunder shall have been false or misleading in any material respect; or (h) Seller shall have made a general assignment of its assets for the event benefit of its creditors without prior written approval by Buyer; or (i) Seller shall have assigned or otherwise transferred its interest in this Agreement in violation of the provisions contained in this Agreement whether voluntarily or by operation of law; or (j) Seller shall have failed to maintain continuous operations at any persistent or recurring material environmental failures over a period of at least six Project Site for any thirty (630) consecutive monthsdays, in respect have been dispossessed by process of which law or otherwise, or have otherwise abandoned the Site; or (k) A court shall have made or entered any decree or order: (i) adjudging Seller has received to be bankrupt or insolvent; (ii) approving as properly filed a final warning to desist, from a Competent Authority, with which petition seeking reorganization of Seller or an arrangement under the Seller has not complied. The Seller shall, to the extent that it has knowledge bankruptcy laws or any other applicable debtor’s relief law or statute of the same, promptly notify NamPower in writing of the occurrence of United States or any Seller Event of Default.state thereof;

Seller Event of Default. Each 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 the Procurer of its obligations under this Agreement, shall constitute a “Seller Event of Default”, save : i) the failure to Commission any Unit by the extent excused by Clause 17 date falling twelve (Force Majeure12) 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 Months after its Scheduled Commercial Operation Date, or ii) after the Seller abandons commencement of construction of the Power Plant Project, the abandonment by the Seller or the Seller’s Construction Contractors of the construction of the Project for a consecutive continuous period of more two (2) Months and such default is not rectified within thirty (30) days from the receipt of first notice from the Procurer in this regard, or iii) if at any time following a Unit being Commissioned and during its retest, as per Article 8, such Unit’s Tested Capacity is less than ninety two (9092) dayspercent of its Contracted Capacity , without NamPower's prior written consentas existing on the Effective Date or in case the Seller has excercised the option under Article 3.1.1A the Contracted Capacity so finalised, which shall not be unreasonably refused or delayedand such Tested Capacity remains below ninety two (92) percent even for a period of three (3) Months thereafter; following the or iv) after Commercial Operation DateDate of all the Units of the Power Station, the Seller abandons fails to achieve Average Availability of sixty five percent (65%), for a period of twelve (12) consecutive Months or within a non−consecutive period of twelve (12) Months within any continuous aggregate period of thirty six (36) Months, or v) the operation Seller fails to make any payment (a) of an amount exceeding Rupees One (1) Crore required to be made to the Procurer under this Agreement, within three (3) Months after the Due Date of an undisputed invoice /demand raised by the said Procurer on the Seller or (b) of an amount upto Rupees One (1) Crore required to be made to Procurer under this Agreement within six (6) Months after the Due Date of an undisputed invoice/demand, or vi) any of the Power Plant for representations and warranties made by the Seller in Schedule 10 of this Agreement; being found to be untrue or inaccurate. Further, in addition to the above, any of representations made or the the undertakings submitted by the Selected Bidder at the time of submission of the Bid being found to be breached or inaccurate, including but not limited to undertakings from its parent company/ affiliates related to the minimum equity obligation; Provided however, prior to considering any event specified under this sub−article to be an Event of Default, the Procurer shall give a consecutive period notice to the Seller in writing of more than at least 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 remedy such failure; cancellation of the Generation Licence; failure of the Seller to pay any sum or sums due and owing to NamPower within thirty (30) days of the due date therefor; any environmental failure as follows: where, as a result of an environmental failure on the part of or attributable to the Seller, a Seller Consent is withdrawn by the Competent Authority rendering it unlawful for the Seller to carry on any activity for which such permission is required; or where, as a result of an environmental failure on the part of or attributable to the Seller, a directive or order is made by any Competent Authority or any court for the cessation of any of the Seller’s activities, in either case rendering it unlawful for the Seller to perform any material obligations under this Agreement; or in the event of any persistent or recurring material environmental failures over a period of at least six (6) consecutive months, in respect of which the Seller has received a final warning to desist, from a Competent Authority, with which the Seller has not complied. The Seller shall, to the extent that it has knowledge of the same, promptly notify NamPower in writing of the occurrence of any Seller Event of Default.

Seller Event of Default. Each 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 a “Seller Event of Default”, save : a) The failure to commence supply of power to MPPMCL up to the extent excused Contracted Capacity, relevant to the Scheduled Commissioning Date, by Clause 17 (Force Majeurethe end of 24 months; or b) If: c) If i. 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 ii. The Seller transfers or novates any of its rights and/ or obligations under this agreement, or in a NamPower Event manner contrary to the provisions of Default or an Event this Agreement; except where such transfer  Is in pursuance of Deemed Availability, or a NamPower Transmission DefaultLaw; and does not affect the ability of the transferee to perform, and shall entitle NamPower such transferee has the financial capability to issue perform, its obligations under this Agreement or  Is to a Notice of Intention to Terminate transferee who assumes such obligations under this Agreement and the Agreement remains effective with respect to the Seller: prior to transferee; i. The Seller becomes voluntarily or involuntarily the Commercial Operation Date, the Seller abandons construction subject of the Power Plant any bankruptcy or insolvency or winding up proceedings and such proceedings remain uncontested 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 consentor ii. Any winding up or bankruptcy or insolvency order is passed against the Seller, which shall or iii. 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 unreasonably refused a Seller Event of Default if such dissolution or delayed; liquidation is for the purpose of a merger, consolidation or reorganization and where the resulting Seller retains creditworthiness similar to the Seller fails and expressly assumes all obligations of the Seller under this Agreement and is in a position to cause the Commercial Operation Date to occur by the date falling six perform them; or d) The Seller repudiates this Agreement and does not rectify such breach within a period of thirty (630) months after the Target Commercial Operation Date excluding days from a notice from MPPMCL in the event that the Commercial Operation Date did not occur this regard; or e) Except where due to any reason not attributable MPPMCL’ s failure to the Seller; a default is caused by the Seller under the Transmission Connection Agreement and is not remedied within the periodcomply with its material obligations, 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 breach of any of its material obligations pursuant to this Agreement, and such 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 canis not be remedied rectified 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 remedy such failure; cancellation of the Generation Licence; failure of the Seller to pay any sum or sums due and owing to NamPower within thirty (30) days of receipt of first notice in this regard given by MPPMCL. f) Failure to replace the due date therefor; any environmental failure as follows: wherePerformance Bank Guarantee, as a result per the terms of an environmental failure on the part of or attributable to the Seller, a Seller Consent is withdrawn by the Competent Authority rendering it unlawful for the Seller to carry on any activity for which such permission is requiredthis Agreement; or where, as a result of an environmental failure on the part of or attributable to the Seller, a directive or order is made by any Competent Authority or any court for the cessation or g) Occurrence of any other event which is specified in this Agreement to be a material breach/ default of the Seller’s activities, in either case rendering it unlawful for the Seller to perform any material obligations under this Agreement; or in the event of any persistent or recurring material environmental failures over a period of at least six (6) consecutive months, in respect of which the Seller has received a final warning to desist, from a Competent Authority, with which the Seller has not complied. The Seller shall, to the extent that it has knowledge of the same, promptly notify NamPower in writing of the occurrence of any Seller Event of Default.

Seller Event of Default. Each A Seller Event of Default shall occur under this Agreement upon the occurrence of any of the following shall constitute a events (severally “Seller Event of Default” and collectively “Seller Events of Default”): (a) Seller Schedules and/or delivers to Buyer, save without Buyer’s consent, energy or other product from a resource other than the Generating Facilities specified in this Agreement; or (b) Seller fails for any reason, except as a result of a Force Majeure Event, to deliver at least one-half of the extent excused by Clause 17 Expected Annual Contract Quantity during a Contract Year; or (Force Majeurec) Seller sells or transfers Output to any Person other than Buyer other than pursuant to a Buyer Event of Default; or (d) Seller shall have failed to pay, when due, any rent, fee, charge or obligation of Seller requiring the payment of money under the terms 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 Agreement within thirty (30) days, without NamPower's prior written consent, which days from receipt of notice from Buyer of such past due amount; or (e) Seller shall not be unreasonably refused or delayedhave failed to maintain any insurance required pursuant to this Agreement; the or (f) Seller fails shall have failed to cause the achieve Commercial Operation Date to occur by the date falling six (6) months after the Target Expected Commercial Operation Date excluding as such deadline is established pursuant to Article 3; or (g) Any representation or warranty made by Seller hereunder shall have been false or misleading in any material respect; or (h) Seller shall have made a general assignment of its assets for the event that benefit of its creditors without prior written approval by Buyer; or (i) Seller shall have assigned or otherwise transferred its interest in this Agreement in violation of the Commercial Operation Date did not occur due provisions contained in this Agreement whether voluntarily or by operation of law; or (j) Seller shall have failed to maintain continuous operations at any reason not attributable Project Site for any thirty (30) consecutive days, have been dispossessed by process of law or otherwise, or have otherwise abandoned the Site; or (k) A court shall have made or entered any decree or order: (i) adjudging Seller to the Sellerbe bankrupt or insolvent; (ii) approving as properly filed a default is caused by the petition seeking reorganization of Seller or an arrangement 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 bankruptcy laws or any other applicable debtor’s relief law or statute of the Seller’s rights United States or obligations under this Agreementany state thereof; (iii) appointing a receiver, which are not permitted under Clause 23 (Cession and Assignment) trustee or assignee 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 Seller in bankruptcy or insolvency or any petition for its property; (iv) directing the winding up or insolvency liquidation of Seller and such decree or order shall have continued for a period of sixty (60) days; or (v) Seller shall have voluntarily submitted to or filed a petition seeking any such decree or order; or (l) The sequestration or attachment of or execution or other levy on Seller’s interest in this Agreement or the Site or any improvements located thereon shall have occurred and Seller shall have failed to obtain a return or release of such property within thirty (30) days thereafter, or prior to sale pursuant to such levy, whichever first occurs; or (m) The occurrence of any act or omission on the part of Seller which operates to suspend, revoke or terminate any certificate, permit, franchise, approval, authorization or power necessary for Seller to lawfully conduct the operations which Seller is required or permitted to conduct on the Site; or (n) Any lien shall be filed against the Sites because of any act or omission of Seller, and shall not be discharged or contested by Seller in good faith by proper legal proceedings within twenty (20) calendar days after receipt of notice thereof by Buyer; or (o) An Event of Default by Seller under one of the Rights of Access, as defined therein; or (p) Seller which is dischargedshall have failed to perform any term, stayed covenant, or dismissed within 60 (sixty) days condition 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 to be performed by Seller, including those referred to in the immediately preceding subparagraphs, and fails Seller shall have failed to remedy such breach cure the same within sixty (60) days of receipt of the after written notice of breachfrom Buyer, provided, however, Buyer may give Seller additional time to cure at Buyer’s option. Buyer and Seller shall attempt to resolve all such disputes pursuant to Article 10’s dispute resolution procedure, provided that if such failure cannot be remedied by the Seller within such period of sixty (60) days with the exercise of reasonable diligencehowever, then such cure period nothing 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 prejudice Buyer’s rights and the Seller is exercising reasonable diligence to remedy such failure; cancellation of the Generation Licence; failure of the Seller to pay any sum or sums due and owing to NamPower within thirty (30) days of the due date therefor; any environmental failure as follows: where, as a result of an environmental failure on the part of or attributable to the Seller, a Seller Consent is withdrawn by the Competent Authority rendering it unlawful for the Seller to carry on any activity for which such permission is required; or where, as a result of an environmental failure on the part of or attributable to the Seller, a directive or order is made by any Competent Authority or any court for the cessation of any of the Seller’s activities, in either case rendering it unlawful for the Seller to perform any material obligations under this Agreement; or remedies in the event of that Seller fails to cure within the 60- day period or within any persistent or recurring material environmental failures over a other period of at least six (6) consecutive months, in respect of which the Seller has received a final warning to desist, from a Competent Authority, with which the Seller has not complied. The Seller shall, to the extent that it has knowledge of the same, promptly notify NamPower in writing of the occurrence of any Seller Event of Defaultgranted by Buyer.

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 ZESCO Event of Default or an Event of Deemed AvailabilityEnergy, or a NamPower Transmission ZESCO Grid Default, and shall entitle NamPower ZESCO to issue a Notice of Intention to Terminate to the Seller: : 19.2.1 prior to the Commercial Operation Date, the Seller abandons construction Construction of the Power Plant for a consecutive period of more than ninety (90) days, without NamPowerZESCO's prior written consent, which shall not be unreasonably refused or delayed; ; 19.2.2 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 NamPowerZESCO's prior written consent, which shall not be unreasonably refused or delayed; ; 19.2.3 the Seller fails to cause the Commercial Operation Date to occur by the date falling six eighteen (618) months 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 ; 19.2.4 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 Grid Connection Agreement is terminated; terminated in accordance with its terms and conditions as a result of a Seller default under that agreement; 19.2.5 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; ; 19.2.6 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; ; 19.2.7 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 remedy such failure; cancellation of the Generation Licence; ; 19.2.8 failure of the Seller to pay any sum or sums due and owing to NamPower ZESCO within thirty (30) days of the due date therefor; any environmental failure as follows: where, as a result of an environmental failure on the part of or attributable to the Seller, a Seller Consent is withdrawn by the Competent Authority rendering it unlawful for the Seller to carry on any activity for which such permission is required; or where, as a result of an environmental failure on the part of or attributable to the Seller, a directive or order is made by any Competent Authority or any court for the cessation of any of the Seller’s activities, in either case rendering it unlawful for the Seller to perform any material obligations under this Agreement; or in the event of any persistent or recurring material environmental failures over a period of at least six (6) consecutive months, in respect of which the Seller has received a final warning to desist, from a Competent Authority, with which the Seller has not complied. The Seller shall, to the extent that it has knowledge of the same, promptly notify NamPower in writing of the occurrence of any Seller Event of Default.;

Seller Event of Default. Each 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, shall constitute a “Seller Event of Default”, save : i. the failure to Commission the extent excused Power Station by Clause 17 the date falling twelve (Force Majeure12) 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 Months after its Scheduled Commercial Operation Date, or ii. after the Seller abandons commencement of construction of the Power Plant Project, the abandonment by the Seller or the Seller's Construction Contractors of the construction of the Project for a continuous period of two (2) Months and such default is not rectified within thirty (30) days from the receipt of first notice from the Procurer in this regard, or iii. if at any time following the Power Station being Commissioned and during its retest, as per Article 8, the Tested Capacity is less than eighty (80) percent of its Contracted Capacity, as existing on the Effective Date or in case the Seller has exercised the option under clause 3.1.1 the Contracted Capacity so finalized, and such Tested Capacity remains below eighty (80) percent even for a period of three (3) Months thereafter; or iv. after Commercial Operation Date of the Power Station, the Seller fails to achieve Average Availability of sixty five percent (65%), for a period of twelve (12) consecutive Months or within a non-consecutive period of more than ninety twelve (9012) daysMonths within any continuous aggregate period of thirty-six (36) Months, without NamPower's prior written consentor Initials: __________ Initials: __________ Strictly Confidential Property of BioCrude Technologies, which shall not be unreasonably refused or delayedInc. Power Purchase Agreement (PPA) v. if the Seller: a) negates any of its rights and/or obligations under this agreement, in violation of this Agreement; following the Commercial Operation Date, or vi. if (a) the Seller abandons becomes voluntarily or involuntarily the operation subject of the Power Plant any bankruptcy or insolvency or winding up proceedings and such proceedings remain uncontested 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 (6b) 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 winding up 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 bankruptcy or insolvency of order is passed against the Seller, except for any frivolous or vexatious petitions for winding up (c) the Seller goes into liquidation or insolvency dissolution or has a receiver or any petition for the winding up similar officer appointed over all or insolvency 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 which will not be an Event of Default if such dissolution or liquidation is dischargedfor the purpose of a merger, stayed consolidation or dismissed within 60 (sixty) days reorganization and where the resulting company continues to meet the financial and technical requirements till COD of commencement thereofthe Power Station, or, if earlier, the date on which it is advertised; and retains creditworthiness similar to the Seller is in material breach and expressly assumes all obligations of its obligations the Seller under this Agreement and fails is in a position to remedy perform them; or vii. the Seller repudiates this Agreement and does not rectify such breach even within sixty (60) days of receipt of the notice of breach, provided that if such failure cannot be remedied by the Seller within such a period of sixty (60) days with from a notice from the exercise of reasonable diligenceProcurer in this regard; or viii. the Seller fails to complete/fulfill the activities/conditions specified in clause 3.1.2, then such cure period shall be extended by mutual agreement for an additional reasonable beyond a period of time (not to exceed a further sixty (60) days), so long as such failure is capable of being remedied with 8 Months from the exercise of reasonable diligence specified period in clause 3.1.2 and the Seller right of termination under clause 3.3.2 is exercising reasonable diligence to remedy such failure; cancellation of the Generation Licence; failure of the Seller to pay any sum or sums due and owing to NamPower within thirty (30) days of the due date therefor; any environmental failure as follows: where, as a result of an environmental failure on the part of or attributable to the Seller, a Seller Consent is withdrawn invoked by the Competent Authority rendering it unlawful for the Seller to carry on any activity for which such permission is requiredProcurer; or where, as a result of an environmental failure on the part of or attributable to the Seller, a directive or order is made by any Competent Authority or any court for the cessation or ix. Occurrence of any other event which is specified in this Agreement to be a material breach/default of the Seller’s activities, in either case rendering it unlawful for the Seller to perform any material obligations under this Agreement; or in the event of any persistent or recurring material environmental failures over a period of at least six (6) consecutive months, in respect of which the Seller has received a final warning to desist, from a Competent Authority, with which the Seller has not complied. The Seller shall, to the extent that it has knowledge of the same, promptly notify NamPower in writing of the occurrence of any Seller Event of Default.