Common use of The Company Events of Default-Termination by BPDB Clause in Contracts

The Company Events of Default-Termination by BPDB. BPDB may give a notice of default under this Contract (a “BPDB Notice of Default”) upon the occurrence of any of the following events (“the Company Event of Default”) unless such Event of Default (i) results from a breach of this Contract by BPDB; or (ii) occurs as a result of or during a Force Majeure Event pursuant to Section 16 or Political Event or Change in Law pursuant to Section 16A: (a) The failure of the Company to achieve the Commercial Operation Date of the Project by the Required Commercial Operation Date; (b) the failure of the Company to achieve the Financial Closing Date by the Required Financial Closing Date; (c) After signing of this Contract, but prior to the achievement of the Commercial Operation Date, the abandonment of the Project by the Company or the failure of the Company to put the Project on trial in a diligent manner for a period of thirty (30) consecutive Days without the prior written notice to, and prior written consent of BPDB; provided, however, that after the commencement of on-site construction of the Project, the Company shall not be deemed to have abandoned its construction of the Project (and therefore its trial of the Project) so long as it is using all reasonable efforts to regain control of the Project or reinstate such construction; The failure of the Company to submit, maintain and replenish the Performance Security Deposit pursuant to Section 8.2. (d) The failure of the Company to submit the Operations Security Deposit within fifteen (15) Business Days after the Commercial Operation Date, in accordance with Section 8.2; (e) The Abandonment by the Company of the operation of the Project after the Commercial Operation Date for a consecutive period of ten (10) Days without prior notice to, and the prior written consent of BPDB; provided, however that the Company shall not be deemed to have abandoned its operation of the Project so long as it is using its best efforts to regain control of the Project or reinstate such operation; (f) The Company’s failure to operate, maintain, modify, or repair the Project in accordance with Prudent Utility Practices, such that safety of persons and property, the Project or BPDB’s service to its customers is adversely affected; (g) The occurrence of any of the following events except for the transfer of the Facility to the GOB pursuant to the terms of the Implementation Agreement and the assignment to and by the Lenders contemplated under Section 9.2 of the Implementation Agreement and Section 23.10 of this Agreement: (i) the assignment or transfer of the Company’s rights or obligations in the assets of the Project without the prior consent of BPDB; (ii) the transfer, conveyance, loss or relinquishment to any person or BPDB of the Company’s right to own and/or operate the Project or any material part thereof or to occupy the Site to any person without the prior written approval of BPDB; (h) except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed Company, as the case may be, to perform its obligations under this Contract), the occurrence of any of the following events: (i) the passing of a resolution by the shareholders/partners [as appropriate] of The Company for the winding up/dissolution of the Company; (ii) the voluntary filing by the Company, [ if it is a company] of a petition of bankruptcy, moratorium, or other similar relief; (iii) the appointment of a liquidator in a proceeding for the winding up of the Company [ if it is a company] after notice to the Company and the hearing, which appointment has not been set aside or stayed within 30 (thirty) days of such appointment; or (iv) the making by a court with jurisdiction over the Company of an order winding up/dissolution of [as appropriate] the Company which is not stayed or reversed by a court of competent authority within 30 (thirty) Days. (i) any statement, representation, or warranty by the Company in this Contract proving to have been incorrect, in any material respect, when made or when deemed to have been made and such failure or incorrect statement, representation, or warranty having a material and adverse effect on the Company’s ability to perform its obligations under this Contract; (j) unless such breach is caused solely by a breach of this Contract by BPDB, any material breach by the Company of this Contract that is not remedied within thirty

The Company Events of Default-Termination by BPDB. BPDB may give a notice of default under this Contract (a “BPDB Notice of Default”) upon the occurrence of any of the following events (“the Company Event of Default”) unless such Event of Default (i) results from a breach of this Contract by BPDB; or (ii) occurs as a result of or during a Force Majeure Event pursuant to Section 16 or Political Event or Change in Law pursuant to Section 16A: (a) The failure of the Company to achieve the Commercial Operation Date of the Project by the Required Commercial Operation Date; (b) the failure of the Company to achieve the Financial Closing Date by the Required Financial Closing Date; (c) After signing of this Contract, but prior to the achievement of the Commercial Operation Date, the abandonment of the Project by the Company or the failure of the Company to put the Project on trial in a diligent manner for a period of thirty (30) consecutive Days without the prior written notice to, and prior written consent of BPDB; provided, however, that after the commencement of on-site construction of the Project, the Company shall not be deemed to have abandoned its construction of the Project (and therefore its trial of the Project) so long as it is using all reasonable efforts to regain control of the Project or reinstate such construction; The failure of the Company to submit, maintain and replenish the Performance Security Deposit pursuant to Section 8.2. (d) The failure of the Company to submit the Operations Security Deposit within fifteen thirty (1530) Business Days after the Commercial Operation Date, in accordance with Section 8.2; (e) The Abandonment by the Company of the operation of the Project after the Commercial Operation Date for a consecutive period of ten (10) Days without prior notice to, and the prior written consent of BPDB; provided, however that the Company shall not be deemed to have abandoned its operation of the Project so long as it is using its best efforts to regain control of the Project or reinstate such operation; (f) The Company’s failure to operate, maintain, modify, or repair the Project in accordance with Prudent Utility Practices, such that safety of persons and property, the Project or BPDB’s service to its customers is adversely affected; (g) The occurrence of any of the following events except for the transfer of the Facility to the GOB pursuant to the terms of the Implementation Agreement and the assignment to and by the Lenders contemplated under Section 9.2 of the Implementation Agreement and Section 23.10 of this Agreement: (i) the assignment or transfer of the Company’s rights or obligations in the assets of the Project without the prior consent of BPDB; (ii) the transfer, conveyance, loss or relinquishment to any person or BPDB of the Company’s right to own and/or operate the Project or any material part thereof or to occupy the Site to any person without the prior written approval of BPDB; (h) except for the purpose of amalgamation or reconstruction (provided, that such amalgamation or reconstruction does not affect the ability of the amalgamated or reconstructed Company, as the case may be, to perform its obligations under this Contract), the occurrence of any of the following events: (i) the passing of a resolution by the shareholders/partners [as appropriate] of The Company for the winding up/dissolution of the Company; (ii) the voluntary filing by the Company, [ if it is a company] of a petition of bankruptcy, moratorium, or other similar relief; (iii) the appointment of a liquidator in a proceeding for the winding up of the Company [ if it is a company] after notice to the Company and the hearing, which appointment has not been set aside or stayed within 30 (thirty) days of such appointment; or (iv) the making by a court with jurisdiction over the Company of an order winding up/dissolution of [as appropriate] the Company which is not stayed or reversed by a court of competent authority within 30 (thirty) Days. (i) any statement, representation, or warranty by the Company in this Contract proving to have been incorrect, in any material respect, when made or when deemed to have been made and such failure or incorrect statement, representation, or warranty having a material and adverse effect on the Company’s ability to perform its obligations under this Contract; (j) unless such breach is caused solely by a breach of this Contract by BPDB, any material breach by the Company of this Contract that is not remedied within thirty