Termination for Solar Power Developer Default. Save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Solar Power Developer fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) days, the Solar Power Developer shall be deemed to be in default of this Agreement (the "Solar Power Developer Default"), unless the default has occurred solely as a result of any breach of this Agreement by APDCL or due to Force Majeure. The defaults referred to herein shall include the following:
Termination for Solar Power Developer Default. 16.1.1 Save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Solar Power Developer fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) days, the Solar Power Developer shall be deemed to be in default of this Agreement (the "Solar Power Developer Default"), unless the default has occurred solely as a result of any breach of this Agreement by ESCOM or due to Force Majeure. The defaults referred to herein shall include the following:
a) The Developer has failed to achieve the COD beyond fourteen (14)25 months from the Effective Date for any reason whatsoever26;
b) The condition relating to equity lock-in period specified in Clause 5.2 of this Agreement is not complied with;
c) the Performance Security has been encashed and appropriated in accordance with Clause 4.4(b) and the Developer fails to replenish or provide fresh Performance Security within a Cure Period of 30 (thirty) days;
d) The Developer has unlawfully repudiated this Agreement or has otherwise expressed an intention not to be bound by this Agreement;
Termination for Solar Power Developer Default. 16.1.1 Save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Solar Power Developer fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) days, the Solar Power Developer shall be deemed to be in default of this Agreement (the "Solar Power Developer Default"), unless the default has occurred solely as a result of any breach of this Agreement by BESCOM or due to Force Majeure. The defaults referred to herein shall include the following:
a) The Solar Power Developer has failed to achieve the COD beyond 12 (twelve) months from Effective Date or any time extension period granted by KERC for any reason whatsoever;
b) The Solar Power Developer has unlawfully repudiated this Agreement or has otherwise expressed an intention not to be bound by this Agreement;
c) The Solar Power Developer is in material breach of any of its obligations pursuant to this Agreement, and such material breach is not rectified by the Solar Power Developer within thirty (30) days of receipt of first notice in this regard given by BESCOM.
d) The Solar Power Developer is in material breach of any of its obligations under this Agreement and the same has not been remedied for more than Thirty (30) days;
Termination for Solar Power Developer Default. 59 16.2 Termination for BESCOM Event of Default 61 16.3 Procedure for cases of Solar Power Developer Event of Default 62 16.4 Procedure for cases of BESCOM Event of Default 62 17. ARTICLE 17: Liability and Indemnification 64 17.1 Indemnity 64 17.2 Procedure for claiming Indemnity 65 17.3 Indemnifiable Losses 66 17.4 Limitation on Liability 66 17.5 Duty to Mitigate 67 18. ARTICLE 18: Governing Law and Dispute Resolution 68 18.1 Governing Law 68 18.2 Amicable Settlemet and Dispute Resolution 68 18.3 Dispute Resolution 69 18.4 Arbitration 69 18.5 Performance during Dispute 69 19. ARTICLE 19: Assignment and Charges 70 19.1 Assignments 70 20. ARTICLE 20: Miscellaneous 71
20.1 Interest and Right of Set Off 71 20.2 Confidentiality 71 20.3 Waiver of immunity 72 20.4 Waiver 73 20.5 Exclusion of implied warranties etc 73 20.6 Survival 73 20.7 Entire Agreement 74 20.8 Severability 74 20.9 No partnership 75 20.10 Third Parties 75 20.11 Successors and assigns 75 20.12 Notices 75 20.13 Language 77 20.14 Counterparts 77 21. ARTICLE 21: Definitions 78 21.1 Definitions 78 This Power Purchase Agreement (PPA) (hereinafter shall be referred to as “Agreement”) is entered into on this the day of month, of year AMONGST
1. Bangalore Electricity Supply Company Limited, a Company incorporated under the Indian Companies Act, 1956 having its registered office at (hereinafter shall be referred to as “BESCOM”, which expression shall, unless it be repugnant to the context or meaning thereof, include it's administrators, successors, and assigns);
Termination for Solar Power Developer Default. 16.1.1 Save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Solar Power Developer fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) days, the Solar Power Developer shall be deemed to be in default of this Agreement (the "Solar Power Developer Default"), unless the default has occurred solely as a result of any breach of this Agreement by APDCL or due to Force Majeure. The defaults referred to herein shall include the following:
a) The Solar Power Developer has failed to achieve the COD beyond eighteen (18) months from the Effective Date for any reason whatsoever;
b) The condition relating to equity lock-in period specified in Clause 5.2 of this Agreement is not complied with;
c) the Performance Security has been encashed and appropriated in accordance with Clause 4.4(b) and the Solar Power Developer fails to replenish or provide fresh Performance Security within a Cure Period of 30 (thirty) days;
d) The Solar Power Developer has unlawfully repudiated this Agreement or has otherwise expressed an intention not to be bound by this Agreement;
e) The Solar Power Developer is in material breach of any of its obligations pursuant to this Agreement, and such material breach is not rectified by the Solar Power Developer within thirty (30) days of receipt of first notice in this regard given by APDCL.
f) The Solar Power Developer is in material breach of any of its obligations under this Agreement and the same has not been remedied for more than Thirty (30) days;
g) Any representation made or warranty given by the Solar Power Developer under this Agreement is found to be false or misleading;
h) A resolution has been passed by the shareholders of the Solar Power Developer for voluntary winding up of the Developer;
i) Any petition for winding up of the Solar Power Developer has been admitted and liquidator or provisional liquidator has been appointed or the Solar Power Developer has been ordered to be wound up by Court of competent jurisdiction, except for the purpose of amalgamation or reconstruction with the prior consent of APDCL, provided that, as part of such amalgamation or reconstruction and the amalgamated or reconstructed entity has unconditionally assumed all surviving obligations of the Solar Power Developer under this Agreement;
j) A default has occurred under any of the Financing Document...
