Common use of Contractor Event of Default Clause in Contracts

Contractor Event of Default. (a) Owners may declare a Contractor Event of Default upon written notice to Contractor of the occurrence of any of the following (each a “Contractor Event of Default”): (i) Contractor is in breach of a material provision of this Agreement (other than the matters addressed in the other subsections of this Section 22.2(a)) and fails to cure the breach within [***] following written notice of such breach or, if such breach is not capable of being cured within such [***] period, such longer 105 period as is reasonably necessary but in no event longer than [***] following written notice of such breach so long as Contractor has commenced the cure within such [***] period and thereafter diligently pursues the cure; (ii) Owners notify Contractor in writing that Contractor has abandoned the Work, and within [***] after Contractor’s receipt of such written notice, Contractor has failed to (A) resume diligent performance of the Work consistent with the Project Schedule or (B) provide reasonable assurances that Contractor has not abandoned the Work; (iii) Achievement of any of the Critical Milestones for a Unit is delayed by more than [***] past the date for such Critical Milestone as set forth in Exhibit E-2, as a result, in whole or in part, of any defect or failure in the Work or any other actions or omissions of Contractor or Contractor’s Personnel, and Contractor is not exercising due diligence to correct same; provided that Owners shall not have the right to terminate for failure to meet the Guaranteed Substantial Completion Date for a Unit in the event of the Long Lead Material Exception; (iv) Contractor fails to (A) submit a Recovery Plan as required under Section 3.4(d) or fails to begin implementation of the Recovery Plan and does not cure such failure within [***] following written notice of such failure, or (B) use commercially reasonable efforts to adhere to the Recovery Plan until such Recovery Plan is completed; provided that there shall be no Contractor Event of Default if the Recovery Plan is required due to Uncontrollable Circumstances or as a result of a breach of this Agreement by Owners or delay caused by Owners or their Personnel; (v) Contractor’s liability reaches the Maximum Liability Amount or Contractor has reached [***]; (vi) Either Consortium Member is Insolvent unless the other Consortium Member has provided security for performance of the Insolvent Consortium Member’s obligations reasonably satisfactory to Owners; (vii) [***] (viii) Contractor fails to comply with the requirements of Section 17.4 or Contractor’s guarantor breaches any of its obligations under its guaranty or if any representation or warranty made by such guarantor in its guaranty shall prove to be incorrect in any material respect when made, unless any of the foregoing is cured by [***] following receipt of a written notice from Owners of a failure under this Section 22.2(a)(viii); or (ix) Any representation or warranty made by Contractor herein proves to be incorrect in any material respect when made and such breach of representation or warranty has a material adverse effect on Owners, unless Contractor promptly commences and diligently pursues action to cause such representation or warranty to become true in all material respects and does so within [***] after written notice thereof has been given to Contractor by Owners (unless such cure is not capable of 106 being effected within such [***] period in which case Contractor shall have such longer period as is reasonably necessary to effect the cure but in no event longer than [***] following Owners’ written notice and so long as Contractor has commenced the cure within such [***] period and thereafter diligently pursues the cure) and such cure removes any material adverse effect on Owners of such representation or warranty having been incorrect. (b) Upon a Contractor Event of Default pursuant to this Section 22.2, in addition to any remedy available at Law, which is subject to the provisions of this Agreement limiting Contractor’s liability, Owners may at their option elect to: (i) terminate this Agreement; and/or (ii) assume responsibility for and take title to and possession of the Facility and Work and Equipment remaining at the Site and Equipment located outside the Site for which payment in full or in part has been made by Owners; and/or (iii) in Owners’ sole discretion, succeed automatically (subject to Section 3.5(u)(viii)), without the necessity of any further action by Contractor, to the interests of Contractor in any or all Subcontracts entered into by Contractor with respect to the Work, and shall be required to compensate such Subcontractors or Vendors only for compensation becoming due and payable to such parties under the terms of their Subcontracts with Contractor from and after the date Owners elect to succeed to the interests of Contractor in such Subcontracts. In the event of termination pursuant to this Section 22.2, Owners may, at their option, finish the Work and other work by whatever method Owners may deem expedient.

Contractor Event of Default. 101 (a) Owners may declare a Contractor Event of Default upon written notice to Contractor of the occurrence of any of the following (each a “Contractor Event of Default”): (i) Contractor is in breach of a material provision of this Agreement (other than the matters addressed in the other subsections of this Section 22.2(a)) and fails to cure the breach within [***] following written notice of such breach or, if such breach is not capable of being cured within such [***] period, such longer 105 period as is reasonably necessary but in no event longer than [***] following written notice of such breach so long as Contractor has commenced the cure within such [***] period and thereafter diligently pursues the cure]; (ii) Owners notify Contractor in writing that Contractor has abandoned the Work, and within [***] after Contractor’s receipt of such written notice, Contractor has failed to (A) resume diligent performance of the Work consistent with the Project Schedule or (B) provide reasonable assurances that Contractor has not abandoned the Work; (iii) Achievement of any of the Critical Milestones for a Unit is delayed by more than [***] past the date for such Critical Milestone as set forth in Exhibit E-2, as a result, in whole or in part, of any defect or failure in the Work or any other actions or omissions of Contractor or Contractor’s Personnel, and Contractor is not exercising due diligence to correct same; provided that Owners shall not have the right to terminate for failure to meet the Guaranteed Substantial Completion Date for a Unit in the event of the Long Lead Material Exceptionsame [***]; (iv) Contractor fails to (A) submit a Recovery Plan as required under Section 3.4(d) or fails to begin implementation of the Recovery Plan and does not cure such failure within [***] following written notice of such failure, or (B) use commercially reasonable efforts to adhere to the Recovery Plan until such Recovery Plan is completed; provided that there shall be no Contractor Event of Default if the Recovery Plan is required due to Uncontrollable Circumstances or as a result of a breach of this Agreement by Owners or delay caused by Owners or their Personnel; (v) Contractor’s liability reaches the Maximum Liability Amount or Contractor has reached [***]; (vi) Either Consortium Member is Insolvent unless the other Consortium Member has provided security for performance of the Insolvent Consortium Member’s obligations reasonably satisfactory to Owners; (vii) [***]; (viii) Contractor fails to comply with the requirements of Section 17.4 or Contractor’s guarantor breaches any of its obligations under its guaranty or if any representation or warranty made by such guarantor in its guaranty shall prove to be incorrect in any material respect when made, unless any of the foregoing is cured by [***] following receipt of a written notice from Owners of a failure under this Section 22.2(a)(viii); or (ix) Any representation or warranty made by Contractor herein proves to be incorrect in any material respect when made and such breach of representation or warranty has a material adverse effect on Owners, unless Contractor promptly commences and diligently pursues action to cause such representation or warranty to become true in all material respects and does so within [***] after written notice thereof has been given to Contractor by Owners (unless such cure is not capable of 106 being effected within such [***] period in which case Contractor shall have such longer period as is reasonably necessary to effect the cure but in no event longer than [***] following Owners’ written notice and so long as Contractor has commenced the cure within such [***] period and thereafter diligently pursues the cure) and such cure removes any material adverse effect on Owners of such representation or warranty having been incorrect]. (b) Upon a Contractor Event of Default pursuant to this Section 22.2, in addition to any remedy available at Law, which is subject to the provisions of this Agreement limiting Contractor’s liability, Owners may at their option elect to: (i) terminate this Agreement; and/or (ii) assume responsibility for and take title to and possession of the Facility and Work and Equipment remaining at the Site and Equipment located outside the Site for which payment in full or in part has been made by Owners; and/or (iii) in Owners’ sole discretion, succeed automatically (subject to Section 3.5(u)(viii)), without the necessity of any further action by Contractor, to the interests of Contractor in any or all Subcontracts entered into by Contractor with respect to the Work, and shall be required to compensate such Subcontractors or Vendors only for compensation becoming due and payable to such parties under the terms of their Subcontracts with Contractor from and after the date Owners elect to succeed to the interests of Contractor in such Subcontracts. In the event of termination pursuant to this Section 22.2, Owners may, at their option, finish the Work and other work by whatever method Owners may deem expedient.