Appears in 3 contracts

Samples: Procurement Agreement, Procurement Agreement, Procurement Agreement

Appears in 2 contracts

Samples: Procurement Agreement, Procurement Agreement

Termination for Supplier Default. ~~19.1.1~~ 18.1.1 Subject to Applicable Laws and save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Supplier 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 90 (ninety) days, the Supplier shall be deemed to be in default of this Agreement (the “Supplier Default”), unless the default has occurred as a result of any breach of this Agreement by the ~~Utility~~ Aggregator or due to Force Majeure. The defaults referred to herein shall include the following: (a) The Performance Security has been encashed and appropriated in accordance with Clause 9.2 and the Supplier fails to replenish or provide fresh Performance Security within a Cure Period of 15 (fifteen) days; (b) subsequent to the replenishment or furnishing of fresh Performance Security in accordance with Clause 9.2, the Supplier fails to meet any Condition Precedent or cure the Supplier Default, as the case may be, for which whole or part of the Performance Security was appropriated, within a Cure Period of 120 (one hundred and twenty) days; (c) the Supplier has failed to make any payment to the ~~Utility~~ Aggregator within the period specified in this Agreement; (d) a breach of the Fuel Supply Agreement or any other ~~Project~~ Power Station Agreements by the Supplier ~~and/or Developer~~ has caused a Material Adverse Effect; (e) the Supplier ~~or Developer~~ creates any Encumbrance in breach of this Agreement; (f) the Supplier repudiates this Agreement or otherwise takes any action or evidences or conveys an intention not to be bound by the Agreement and fails to pay Damages in accordance with the provisions of this Agreement; (g) ~~“the Power Purchase Agreement between the Supplier and the Developer stands expired, cancelled or terminated, for any reason whatsoever;” (h)~~ the Supplier schedules electricity, produced from Contracted Capacity, for sale to Buyers in breach of this Agreement and fails to pay Damages in accordance with the provisions of Clause ~~14.1.3~~13.1.3; (ih) a Change in Ownership has occurred in breach of the provisions of Clause 5.3; (ji) the Supplier ~~and/or Developer~~ fails to achieve a monthly Availability of 70% (seventy per cent) for a period of 4 (four) consecutive months or for a cumulative period of 4 (four) months within any continuous period of 12 (twelve) months, save and except to the extent of Non-Availability caused by (i) a Force Majeure Event, (ii) an act or omission of the ~~Utility~~Aggregator , not occurring due to any default of the Supplier ~~and/or Developer~~ or (iii) shortage ~~ofFuel~~ of Fuel occurring for reasons not attributable to the Supplier; (j) there is a transfer, pursuant to law either of (i) the rights and/or obligations of the Supplier ~~and/or Developer~~under any of the Power Station Agreements, or of (ii) all or part of the assets or undertaking of the Supplier, and such transfer causes a Material Adverse Effect; (k) an execution levied on any of the assets of the Supplier has caused a Material Adverse Effect; (l) the Supplier is adjudged bankrupt or insolvent, or if a trustee or receiver is appointed for the Supplier or for the whole or material part of its assets that has a material bearing on the Power Station; (m) the Supplier has been, or is in the process of being liquidated, dissolved, wound-up, amalgamated or reconstituted in a manner that would cause, in the reasonable opinion of the Aggregator, a Material Adverse Effect; (n) a resolution for winding up of the Supplier is passed; (o) any petition for winding up of the Supplier is admitted by a court of competent jurisdiction and a provisional liquidator or receiver is appointed and such order has not been set aside within 90 (ninety) days of the date thereof or the Supplier is ordered to be wound up by a court except for the purpose of amalgamation or reconstruction; provided that, as part of such amalgamation or reconstruction, the entire property, assets and undertaking of the Supplier are transferred to the amalgamated or reconstructed entity and that the amalgamated or reconstructed entity has unconditionally assumed the obligations of the Supplier under this Agreement and the Power Station Agreements; and provided that: (i) the amalgamated or reconstructed entity has the capability and operating experience necessary for the performance of its obligations under this Agreement and the Power Station Agreements; (ii) the amalgamated or reconstructed entity has the financial standing to perform its obligations under this Agreement and the Power Station Agreements and has a credit worthiness at least as good as that of the Supplier as at the Appointed Date; (iii) each of the Power Station Agreements remains in full force and effect; and (iv) such amalgamation or reconstruction is approved by the Commission. (p) any representation or warranty of the Supplier herein contained which is, as of the date hereof, found to be materially false, incorrect or misleading or the Supplier is at any time hereafter found to be in breach thereof; (q) the Supplier submits to the Aggregator any statement, notice or other document, in written or electronic form, which has a material effect on the Aggregator‟s rights, obligations or interests and which is false in material particulars; (r) the Supplier has failed to fulfil any obligation, for which failure Termination has been specified in this Agreement; (s) the Supplier issues a Termination Notice in violation of the provisions of this Agreement; or (t) the Supplier commits a default in complying with any other provision of this Agreement if such default causes or may cause a Material Adverse Effect on the Aggregator . 18.1.2 Without prejudice to any other rights or remedies which the Aggregator may have under this Agreement, upon occurrence of a Supplier Default, the Aggregator shall be entitled to terminate this Agreement by issuing a Termination Notice to the Supplier; provided that before issuing the Termination Notice, the Aggregator shall by a notice inform the Supplier of its intention to issue such Termination Notice and grant 15 (fifteen) days to the Supplier to make a representation, and may after the expiry of such 15 (fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice.

Appears in 2 contracts

Samples: Procurement Agreement, Procurement Agreement

Appears in 1 contract

Samples: Procurement Agreement

Appears in 1 contract

Samples: Procurement Agreement

Termination for Supplier Default. ~~19.1.1~~ 18.1.1 Subject to Applicable Laws and save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Supplier 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 90 (ninety) days, the Supplier shall be deemed to be in default of this Agreement (the “Supplier Default”), unless the default has occurred as a result of any breach of this Agreement by the ~~Utility~~ Aggregator or due to Force Majeure. The defaults referred to herein shall include the following: (a) The Performance Security has been encashed and appropriated in accordance with Clause 9.2 and the Supplier fails to replenish or provide fresh Performance Security within a Cure Period of 15 (fifteen) days; (b) subsequent to the replenishment or furnishing of fresh Performance Security in accordance with Clause 9.2, the Supplier fails to meet any Condition Precedent or cure the Supplier Default, as the case may be, for which whole or part of the Performance Security was appropriated, within a Cure Period of 120 (one hundred and twenty) days; (c) the Supplier has failed to make any payment to the ~~Utility~~ Aggregator within the period specified in this Agreement; (d) a breach of the Fuel Supply Agreement or any other ~~Project~~ Power Station Agreements by the Supplier ~~and/or Developer~~ has caused a Material Adverse Effect; (e) the Supplier ~~or Developer~~ creates any Encumbrance in breach of this Agreement; (f) the Supplier repudiates this Agreement or otherwise takes any action or evidences or conveys an intention not to be bound by the Agreement and fails to pay Damages in accordance with the provisions of this Agreement; (g) ~~“the Power Purchase Agreement between the Supplier and the Developer stands expired, cancelled or terminated, for any reason whatsoever;” (h)~~ the Supplier schedules electricity, produced from Contracted Capacity, for sale to Buyers in breach of this Agreement and fails to pay Damages in accordance with the provisions of Clause ~~14.1.3~~13.1.3; (ih) a Change in Ownership has occurred in breach of the provisions of Clause 5.3; (ji) the Supplier ~~and/or Developer~~ fails to achieve a monthly Availability of 70% (seventy per cent) for a period of 4 (four) consecutive months or for a cumulative period of 4 (four) months within any continuous period of 12 (twelve) months, save and except to the extent of Non-Availability caused by (i) a Force Majeure Event, (ii) an act or omission of the ~~Utility~~Aggregator , not occurring due to any default of the Supplier ~~and/or Developer~~ or (iii) shortage ~~ofFuel~~ of Fuel occurring for reasons not attributable to the Supplier; (j) there is a transfer, pursuant to law either of (i) the rights and/or obligations of the Supplier ~~and/or Developer~~under any of the Power Station Agreements, or of (ii) all or part of the assets or undertaking of the Supplier, and such transfer causes a Material Adverse Effect; (k) an execution levied on any of the assets of the Supplier has caused a Material Adverse Effect; (l) the Supplier is adjudged bankrupt or insolvent, or if a trustee or receiver is appointed for the Supplier or for the whole or material part of its assets that has a material bearing on the Power Station; (m) the Supplier has been, or is in the process of being liquidated, dissolved, wound-up, amalgamated or reconstituted in a manner that would cause, in the reasonable opinion of the Aggregator, a Material Adverse Effect; (n) a resolution for winding up of the Supplier is passed; (o) any petition for winding up of the Supplier is admitted by a court of competent jurisdiction and a provisional liquidator or receiver is appointed and such order has not been set aside within 90 (ninety) days of the date thereof or the Supplier is ordered to be wound up by a court except for the purpose of amalgamation or reconstruction; provided that, as part of such amalgamation or reconstruction, the entire property, assets and undertaking of the Supplier are transferred to the amalgamated or reconstructed entity and that the amalgamated or reconstructed entity has unconditionally assumed the obligations of the Supplier under this Agreement and the Power Station Agreements; and provided that: (i) the amalgamated or reconstructed entity has the capability and operating experience necessary for the performance of its obligations under this Agreement and the Power Station Agreements; (ii) the amalgamated or reconstructed entity has the financial standing to perform its obligations under this Agreement and the Power Station Agreements and has a credit worthiness at least as good as that of the Supplier as at the Appointed Date; (iii) each of the Power Station Agreements remains in full force and effect; and (iv) such amalgamation or reconstruction is approved by the Commission. (p) any representation or warranty of the Supplier herein contained which is, as of the date hereof, found to be materially false, incorrect or misleading or the Supplier is at any time hereafter found to be in breach thereof; (q) the Supplier submits to the Aggregator any statement, notice or other document, in written or electronic form, which has a material effect on the Aggregator’s rights, obligations or interests and which is false in material particulars; (r) the Supplier has failed to fulfil any obligation, for which failure Termination has been specified in this Agreement; (s) the Supplier issues a Termination Notice in violation of the provisions of this Agreement; or (t) the Supplier commits a default in complying with any other provision of this Agreement if such default causes or may cause a Material Adverse Effect on the Aggregator . 18.1.2 Without prejudice to any other rights or remedies which the Aggregator may have under this Agreement, upon occurrence of a Supplier Default, the Aggregator shall be entitled to terminate this Agreement by issuing a Termination Notice to the Supplier; provided that before issuing the Termination Notice, the Aggregator shall by a notice inform the Supplier of its intention to issue such Termination Notice and grant 15 (fifteen) days to the Supplier to make a representation, and may after the expiry of such 15 (fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice.

Appears in 1 contract

Samples: Procurement Agreement

Termination for Supplier Default. ~~19.1.1~~ 16.1.1. Subject to Applicable Laws and save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Supplier 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 90 (ninety) days, the Supplier shall be deemed to be in default of this Agreement (the “Supplier Default”), unless the default has occurred as a result of any breach of this Agreement by the ~~Utility~~ Procurer or due to Force Majeure. The defaults referred to herein shall include the following: (a) The Performance Security has been encashed and appropriated in accordance with Clause ~~9.2~~ 8.2 and the Supplier fails to replenish or provide fresh Performance Security within a Cure Period of 15 (fifteen) days; (b) subsequent to the replenishment or furnishing of fresh Performance Security in accordance with Clause ~~9.2~~8.2, the Supplier fails to meet any Condition Precedent or cure the Supplier Default, as the case may be, for which whole or part of the Performance Security was appropriated, within a Cure Period of 120 (one hundred and twenty) days; (c) the Supplier has failed to make any payment to the ~~Utility~~ Procurer within the period specified in this Agreement; (d) a breach of the Fuel Supply Agreement or any other Project Agreements by the Supplier ~~and/or Developer~~ has caused a Material Adverse Effect; (e) the Supplier ~~or Developer~~ creates any Encumbrance in breach of this Agreement; (f) the Supplier repudiates this Agreement or otherwise takes any action or evidences or conveys an intention not to be bound by the Agreement and fails to pay Damages in accordance with the provisions of this Agreement; (g) [insert this clause if Supplier is a Trading Licensee “the Power Purchase Agreement between the Supplier and the Developer stands expired, cancelled or terminated, for any reason whatsoever;”] (h) the Supplier schedules electricity, produced from Contracted Capacity, for sale to Buyers in breach of this Agreement and fails to pay Damages in accordance with the provisions of Clause ~~14.1.3~~10.1.3; (i) a Change in Ownership has occurred in breach of the provisions of Clause ~~5.3~~4.3; (j) ~~the Supplier and/or Developer fails to achieve a monthly Availability of 70% (seventy per cent)~~ uses Concessional Fuel for ~~a period of 4 (four) consecutive months or for a cumulative period of 4 (four) months within any continuous period of 12 (twelve) months, save~~ production and ~~except~~ supply thereof to the ~~extent~~ Procurer during any 3 (three) days in any month; (k) there is a transfer, pursuant to law either of ~~Non-Availability caused by~~ (i) ~~a Force Majeure Event~~the rights and/or obligations of the Supplier under any of the Project Agreements, or of (ii) ~~an act~~ all or ~~omission~~ part of the ~~Utility, not occurring due to any default~~ assets or undertaking of the Supplier ~~and/or Developer~~ and such transfer causes a Material Adverse Effect; (l) an execution levied on any of the assets of the Supplier has caused a Material Adverse Effect; (m) the Supplier is adjudged bankrupt or insolvent, or if a trustee or receiver is appointed for the Supplier or for the whole or material part of its assets that has a material bearing on the Procurement Contract; (n) the Supplier has been, or is in the process of being liquidated, dissolved, wound-up, amalgamated or reconstituted in a manner that would cause, in the reasonable opinion of the Procurer, a Material Adverse Effect; (o) a resolution for winding up of the Supplier is passed; (p) any petition for winding up of the Supplier is admitted by a court of competent jurisdiction and a provisional liquidator or receiver is appointed and such order has not been set aside within 90 (ninety) days of the date thereof or the Supplier is ordered to be wound up by a court except for the purpose of amalgamation or reconstruction; provided that, as part of such amalgamation or reconstruction, the entire property, assets and undertaking of the Supplier are transferred to the amalgamated or reconstructed entity and that the amalgamated or reconstructed entity has unconditionally assumed the obligations of the Supplier under this Agreement and the Project Agreements; and provided that: (i) the amalgamated or reconstructed entity has the capability and operating experience necessary for the performance of its obligations under this Agreement and the Project Agreements; (ii) the amalgamated or reconstructed entity has the financial standing to perform its obligations under this Agreement and the Project Agreements and has a credit worthiness at least as good as that of the Supplier as at the Appointed Date; (iii) ~~shortage ofFuel occurring for reasons not attributable~~ each of the Project Agreements remains in full force and effect; and (iv) such amalgamation or reconstruction is approved by the Commission. (q) any representation or warranty of the Supplier herein contained which is, as of the date hereof, found to be materially false, incorrect or misleading or the Supplier is at any time hereafter found to be in breach thereof; (r) the Supplier submits to the Procurer any statement, notice or other document, in written or electronic form, which has a material effect on the Procurer’s rights, obligations or interests and which is false in material particulars; (s) the Supplier ~~and/or Developer~~has failed to fulfil any obligation, for which failure Termination has been specified in this Agreement; (t) the Supplier issues a Termination Notice in violation of the provisions of this Agreement; or (u) the Supplier commits a default in complying with any other provision of this Agreement if such default causes or may cause a Material Adverse Effect on the Procurer. 16.1.2. Without prejudice to any other rights or remedies which the Procurer may have under this Agreement, upon occurrence of a Supplier Default, the Procurer shall be entitled to terminate this Agreement in 30 (thirty) days by issuing a Termination Notice to the Supplier;

Appears in 1 contract

Samples: Power Purchase Agreement

Termination for Supplier Default. ~~19.1.1~~ 18.1.1 Subject to Applicable Laws and save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Supplier 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 90 (ninety) days, the Supplier shall be deemed to be in default of this Agreement (the “Supplier Default”), unless the default has occurred as a result of any breach of this Agreement by the ~~Utility~~ Aggregator or due to Force Majeure. The defaults referred to herein shall include the following: (a) The Performance Security has been encashed and appropriated in accordance with Clause 9.2 and the Supplier fails to replenish or provide fresh Performance Security within a Cure Period of 15 (fifteen) days; (b) subsequent to the replenishment or furnishing of fresh Performance Security in accordance with Clause 9.2, the Supplier fails to meet any Condition Precedent or cure the Supplier Default, as the case may be, for which whole or part of the Performance Security was appropriated, within a Cure Period of 120 (one hundred and twenty) days; (c) the Supplier has failed to make any payment to the ~~Utility~~ Aggregator within the period specified in this Agreement; (d) a breach of the Fuel Supply Agreement or any other Project Agreements by the Supplier ~~and/or Developer~~ has caused a Material Adverse Effect; (e) the Supplier ~~or Developer~~ creates any Encumbrance in breach of this Agreement; (f) the Supplier repudiates this Agreement or otherwise takes any action or evidences or conveys an intention not to be bound by the Agreement and fails to pay Damages in accordance with the provisions of this Agreement; (g) ~~“the Power Purchase Agreement between the Supplier and the Developer stands expired, cancelled or terminated, for any reason whatsoever;” (h)~~ the Supplier schedules electricity, produced from Contracted Capacity, for sale to Buyers in breach of this Agreement and fails to pay Damages in accordance with the provisions of Clause ~~14.1.3~~13.1.3; (ih) a Change in Ownership has occurred in breach of the provisions of Clause 5.3; (ji) the Supplier ~~and/or Developer~~ fails to achieve a monthly Availability of 70% (seventy per cent) for a period of 4 (four) consecutive months or for a cumulative period of 4 (four) months within any continuous period of 12 (twelve) months, save and except to the extent of Non-Availability caused by (i) a Force Majeure Event, (ii) an act or omission of the ~~Utility~~Aggregator , not occurring due to any default of the Supplier ~~and/or Developer~~ or (iii) shortage ~~ofFuel~~ of Fuel occurring for reasons not attributable to the Supplier; (j) there is a transfer, pursuant to law either of (i) the rights and/or obligations of the Supplier ~~and/or Developer~~under any of the Project Agreements, or of (ii) all or part of the assets or undertaking of the Supplier, and such transfer causes a Material Adverse Effect; (k) an execution levied on any of the assets of the Supplier has caused a Material Adverse Effect; (l) the Supplier is adjudged bankrupt or insolvent, or if a trustee or receiver is appointed for the Supplier or for the whole or material part of its assets that has a material bearing on the Project; (m) the Supplier has been, or is in the process of being liquidated, dissolved, wound-up, amalgamated or reconstituted in a manner that would cause, in the reasonable opinion of the Aggregator, a Material Adverse Effect; (n) a resolution for winding up of the Supplier is passed; (o) any petition for winding up of the Supplier is admitted by a court of competent jurisdiction and a provisional liquidator or receiver is appointed and such order has not been set aside within 90 (ninety) days of the date thereof or the Supplier is ordered to be wound up by a court except for the purpose of amalgamation or reconstruction; provided that, as part of such amalgamation or reconstruction, the entire property, assets and undertaking of the Supplier are transferred to the amalgamated or reconstructed entity and that the amalgamated or reconstructed entity has unconditionally assumed the obligations of the Supplier under this Agreement and the Project Agreements; and provided that: (i) the amalgamated or reconstructed entity has the capability and operating experience necessary for the performance of its obligations under this Agreement and the Project Agreements; (ii) the amalgamated or reconstructed entity has the financial standing to perform its obligations under this Agreement and the Project Agreements and has a credit worthiness at least as good as that of the Supplier as at the Appointed Date; (iii) each of the Project Agreements remains in full force and effect; and (iv) such amalgamation or reconstruction is approved by the Commission. (p) any representation or warranty of the Supplier herein contained which is, as of the date hereof, found to be materially false, incorrect or misleading or the Supplier is at any time hereafter found to be in breach thereof; (q) the Supplier submits to the Aggregator any statement, notice or other document, in written or electronic form, which has a material effect on the Aggregator’s rights, obligations or interests and which is false in material particulars; (r) the Supplier has failed to fulfil any obligation, for which failure Termination has been specified in this Agreement; (s) the Supplier issues a Termination Notice in violation of the provisions of this Agreement; or (t) the Supplier commits a default in complying with any other provision of this Agreement if such default causes or may cause a Material Adverse Effect on the Aggregator . 18.1.2 Without prejudice to any other rights or remedies which the Aggregator may have under this Agreement, upon occurrence of a Supplier Default, the Aggregator shall be entitled to terminate this Agreement by issuing a Termination Notice to the Supplier; provided that before issuing the Termination Notice, the Aggregator shall by a notice inform the Supplier of its intention to issue such Termination Notice and grant 15 (fifteen) days to the Supplier to make a representation, and may after the expiry of such 15 (fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice.

Appears in 1 contract

Samples: Pilot Agreement for Procurement of Power

Termination for Supplier Default. 19.1.1 Subject to Applicable Laws and save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Supplier 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 90 (ninety) days, the Supplier shall be deemed to be in default of this Agreement (the “Supplier Default”), unless the default has occurred as a result of any breach of this Agreement by ~~the Utility~~ GRIDCO or due to Force Majeure. The defaults referred to herein shall include the following: (a) The Performance Security has been encashed and appropriated in accordance with Clause 9.2 and the Supplier fails to replenish or provide fresh Performance Security within a Cure Period of 15 (fifteen) days; (b) subsequent to the replenishment or furnishing of fresh Performance Security in accordance with Clause 9.2, the Supplier fails to meet any Condition Precedent or cure the Supplier Default, as the case may be, for which whole or part of the Performance Security was appropriated, within a Cure Period of 120 (one hundred and twenty) days; (c) the Supplier has failed to make any payment to ~~the Utility~~ GRIDCO within the period specified in this Agreement; (d) a breach of the Fuel Supply Agreement or any other Project Agreements by the [Supplier ~~and/or~~ if Supplier is NOT a Trading Licensee, or Developer if Supplier is a Trading Licensee] has caused a Material Adverse Effect; (e) the [Supplier if Supplier is NOT a Trading Licensee, or Supplier or Developer if Supplier is a Trading Licensee] creates any Encumbrance in breach of this Agreement; (f) the Supplier repudiates this Agreement or otherwise takes any action or evidences or conveys an intention not to be bound by the Agreement and fails to pay Damages in accordance with the provisions of this Agreement; (g) [insert this clause if Supplier is a Trading Licensee “the Power Purchase Agreement between the Supplier and the Developer stands expired, cancelled or terminated, for any reason whatsoever;”] (h) the Supplier schedules electricity, produced from Contracted Capacity, for sale to Buyers in breach of this Agreement and fails to pay Damages in accordance with the provisions of Clause 14.1.3; (i) a Change in Ownership has occurred in breach of the provisions of ~~Clause 5.3~~Clause5.2; (j) the [Supplier ~~and/or~~ if Supplier is NOT a Trading Licensee, or Developer if Supplier is a Trading Licensee] fails to achieve a monthly Availability of 70% (seventy per cent) for a period of 4 (four) consecutive months or for a cumulative period of 4 (four) months within any continuous period of 12 (twelve) months, save and except to the extent of Non-Availability caused by (i) a Force Majeure Event, (ii) an act or omission of ~~the Utility~~GRIDCO, not occurring due to any default of the [Supplier ~~and/or~~ if Supplier is NOT a Trading Licensee, or Developer if Supplier is a Trading Licensee] or (iii) shortage ~~ofFuel~~ of Fuel occurring for reasons not attributable to the [Supplier if Supplier is NOT a Trading Licensee, or Developer if Supplier is a Trading Licensee]; Provided that duration of outage due to approved planned outage shall not be considered as Non Availability for the purpose of this clause. (k) there is a transfer, pursuant to law either of (i) the rights and/or obligations of the [Supplier if Supplier is NOT a Trading Licensee, or Developer if Supplier is a Trading Licensee] under any of the Project Agreements, or of (ii) all or part of the assets or undertaking of the [Supplier if Supplier is NOT a Trading Licensee, or Supplier and/or the Developer if Supplier is a Trading Licensee], without prior intimation to GRIDCO, and such transfer causes a Material Adverse Effect; (l) an execution levied on any of the assets of the [Supplier if Supplier is NOT a Trading Licensee, or Supplier and/or the Developer if Supplier is a Trading Licensee] has caused a Material Adverse Effect; (m) the [Supplier if Supplier is NOT a Trading Licensee, or Supplier and/or the Developer if Supplier is a Trading Licensee] is adjudged bankrupt or insolvent, or if a trustee or receiver is appointed for the [Supplier if Supplier is NOT a Trading Licensee, or Supplier and/or the Developer if Supplier is a Trading Licensee] or for the whole or material part of its assets that has a material bearing on the Project; (n) the [Supplier if Supplier is NOT a Trading Licensee, or Supplier and/or the Developer if Supplier is a Trading Licensee] has been, or is in the process of being liquidated, dissolved, wound-up, amalgamated or reconstituted in a manner that would cause, in the reasonable opinion of GRIDCO, a Material Adverse Effect; (o) a resolution for winding up of the [Supplier if Supplier is NOT a Trading Licensee, or Supplier and/or the Developer if Supplier is a Trading Licensee] is passed; (p) any petition for winding up of the [Supplier if Supplier is NOT a Trading Licensee, or Supplier and/or the Developer if Supplier is a Trading Licensee] is admitted by a court of competent jurisdiction and a provisional liquidator or receiver is appointed and such order has not been set aside within 90 (ninety) days of the date thereof or the [Supplier if Supplier is NOT a Trading Licensee, or Supplier and/or the Developer” if Supplier is a Trading Licensee] is ordered to be wound up by a court except for the purpose of amalgamation or reconstruction; provided that, as part of such amalgamation or reconstruction, the entire property, assets and undertaking of the [Supplier” if Supplier is NOT a Trading Licensee, or Supplier and/or the Developer, as the case may be if Supplier is a Trading Licensee] are transferred to the amalgamated or reconstructed entity and that the amalgamated or reconstructed entity has unconditionally assumed the obligations of the [Supplier if Supplier is NOT a Trading Licensee, or Supplier and/or the Developer, as the case may be if Supplier is a Trading Licensee] under this Agreement and the Project Agreements; and provided that: (i) the amalgamated or reconstructed entity has the capability and operating experience necessary for the performance of its obligations under this Agreement and the Project Agreements; (ii) the amalgamated or reconstructed entity has the financial standing to perform its obligations under this Agreement and the Project Agreements and has a credit worthiness at least as good as that of the [Supplier if Supplier is NOT a Trading Licensee, or Supplier and/or the Developer, as the case may be if Supplier is a Trading Licensee] as at the Appointed Date; (iii) each of the Project Agreements remains in full force and effect; and (iv) such amalgamation or reconstruction is approved by the Commission. (q) any representation or warranty of the Supplier herein contained which is, as of the date hereof, found to be materially false, incorrect or misleading or the Supplier is at any time hereafter found to be in breach thereof; (r) the Supplier submits to GRIDCO any statement, notice or other document, in written or electronic form, which has a material effect on GRIDCO’s rights, obligations or interests and which is false in material particulars; (s) the Supplier has failed to fulfil any obligation, for which failure Termination has been specified in this Agreement; (t) the Supplier issues a Termination Notice in violation of the provisions of this Agreement; or (u) the Supplier commits a default in complying with any other provision of this Agreement if such default causes or may cause a Material Adverse Effect on GRIDCO. 19.1.2 Without prejudice to any other rights or remedies which GRIDCO may have under this Agreement, upon occurrence of a Supplier Default, GRIDCO shall be entitled to terminate this Agreement by issuing a Termination Notice to the Supplier; provided that before issuing the Termination Notice, GRIDCO shall by a notice inform the Supplier of its intention to issue such Termination Notice and grant 15 (fifteen) days to the Supplier to make a representation, and may after the expiry of such 15 (fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice.

Appears in 1 contract

Samples: Procurement Agreement

Common use of Termination for Supplier Default Clause in Contracts