Common use of Contractor Events of Default Clause in Contracts

Contractor Events of Default. The occurrence and continuation of any of the following events shall constitute an event of default by Contractor (each a "Contractor Event of Default"): (a) the failure of Contractor to achieve Phase I Commercial Operation by the Phase I Guaranteed Commercial Operation Date and maintain sufficient schedule progress subject to the provisions of 5.02(d) (in the opinion of the Independent Engineer), that will result in achieving Phase I Commercial Operation by December 1, 2000; (b) the failure of Contractor to pay Scheduled Liquidated Damages as required herein; (c) the failure of Contractor to achieve Final Acceptance within 180 days, after the Phase II Guaranteed Commercial Operation Date; (d) the failure of Contractor to achieve the Mechanical Completion of Phase I Milestone and to provide a recovery plan, consistent with the requirements of 5.02(d), that demonstrates, to the satisfaction of the Independent Engineer within sixty (60) days, that Contractor can achieve Phase I Commercial Operation by December 1, 2000; (e) the failure of Contractor to maintain Minimum Performance Levels after Commercial Operation and prior to Final Acceptance; (f) if between Commercial Operation and Final Acceptance, each Plant is not capable of being operated in accordance with Plant Operating Procedures and all applicable permits, and other requirements of the Agreement, and all operating conditions specified in the Scope of Work; (g) any failure by Contractor to make any payment or payments required to be made to Owner under this Agreement within ten (10) days after receipt of written notice from Owner of Contractor's failure to make such payment or payments, except where such payment or payments are disputed by Contractor in good faith; (h) any breach by Contractor of any representation or warranty contained herein, or any obligation, covenant or agreement hereunder not otherwise specified herein, including any event of default under Section 15.01(e) or Section 15.01(f) and (i) such breach is not cured by Contractor within fifteen (15) days after notice thereof from Owner, or (ii) if such breach is not capable of being cured within such fifteen (15) day period (as determined by Owner in its sole discretion), Contractor (A) fails to commence to cure such breach within such fifteen (15) day period, (B) fails to thereafter diligently proceed to cure such breach in a manner satisfactory to Owner in its sole discretion or (C) fails to cure such breach within ninety (90) days after notice thereof from Owner; (i) any of the following occurs: (i) Contractor or Contractor Parent Company consents to the appointment of or taking possession by, a receiver, a trustee, custodian, or liquidator of itself or of a substantial part of its assets, or fails or admits in writing its inability to pay its debts generally as they become due, or makes a general assignment for the benefit of creditors; (ii) Contractor or Contractor Parent Company files a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any applicable bankruptcy or insolvency laws or an answer admitting the material allegations of a petition filed against it in any such proceeding, or seeks relief by voluntary petition, answer or consent, under the provisions of any now existing or future bankruptcy, insolvency or other similar law providing for the liquidation, reorganization, or winding up of corporations, or providing for an agreement, composition, extension, or adjustment with its creditors; (iii) a substantial part of Contractor's or Contractor Parent Company's assets is subject to the appointment of a receiver, trustee, liquidator, or custodian by court order and such order shall remain in effect for more than thirty (30) days; or (iv) Contractor or Contractor Parent Company is adjudged bankrupt or insolvent, has any property sequestered by court order and such order shall remain in effect for more than thirty (30) days, or has filed against it a petition under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and such petition shall not be dismissed within thirty (30) days of such filing; (j) the dissolution of Contractor, except for the purpose of merger, consolidation or reorganization where the successor expressly assumes Contractor's obligations hereunder and such assignment and assumption does not materially adversely affect the ability of the successor to perform its obligations under this Agreement and the Parent Guaranty remains in full force and effect for the obligations of such successor; (k) the transfer by Contractor of (i) all or a substantial portion of the rights and/or obligations of Contractor hereunder, except for an assignment permitted hereunder, or (ii) all or a substantial portion of the assets or obligations of Contractor, except where the transferee expressly assumes the transferred obligations and such transfer does not materially adversely affect the ability of Contractor or the transferee, as applicable, to perform its obligations under this Agreement, as determined by Owner in its sole discretion; or (l) the failure of Contractor to provide and maintain in full force and effect a Parent Guaranty of Contractor Parent Company acceptable to Owner and the Financing Parties prior to Financial Closing.

Contractor Events of Default. The Contractor shall be in default of its obligations pursuant to this Agreement upon the occurrence and continuation of any of the following one or more events shall constitute an event of default by Contractor set forth below (each each, a "“Contractor Event of Default"”): (a) Contractor fails to pay any amount due and owing to Owner under this Agreement that is not disputed in good faith, and such failure remains outstanding for a period of *** or more after receipt of notice from Owner stating that if Contractor does not pay such amount Owner may terminate in accordance with Section 20.2; or (b) an Insolvency Event occurs with respect to Contractor or, while the failure Contractor Performance Security is required to be in place, SunPower Corporation; or *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (c) Contractor fails to maintain any insurance coverages required of it in accordance with Article 23 and Contractor fails to achieve Phase I Commercial Operation by remedy such breach within *** after the Phase I Guaranteed Commercial Operation Date date on which Contractor first receives a notice from Owner with respect thereto; or (d) Contractor assigns or transfers this Agreement or any right or interest herein except in accordance with Article 26; or (e) Contractor fails to obtain and maintain sufficient the credit support requirements set forth in Exhibit 31 as and when required pursuant to the terms thereof; provided, however, that if Contractor fails to deliver the Acceptable Letter of Credit *** as and when required by Exhibit 31, Owner may withhold additional amounts in accordance with Section 8.10; or (f) or (g) except as a result of an Owner Event of Default, a Force Majeure Event, an Excusable Event or such other event for which Contractor is entitled to schedule progress subject relief under Section 10.3 or during the pendency of a suspension under Section 19.3, Contractor Abandons the Work and Contractor fails to remedy such breach within *** after receipt of notice from Owner; or (h) Contractor violates in any material respect any of the provisions of 5.02(dthis Agreement not otherwise addressed in this Section 20.1 (except for Sections 17.1 and 17.2, the exclusive remedy for which is provided in Article 17), which violation remains uncured for *** following Contractor's receipt of written notice thereof from Owner; provided, that if such violation is capable of cure but cannot reasonably be cured within such *** period, then Contractor's right to cure shall extend beyond such *** period for so long as Contractor is diligently attempting to cure such violation; or (i) a representation or warranty made by Contractor in or pursuant to this Agreement was false or misleading in any material respect as of the date on which it was made and has not been cured within *** after Contractor receives a notice from Owner with respect thereto; provided that such *** limit shall be extended if: (i) such failure is reasonably capable of cure and curing such failure reasonably requires more than ***; and (ii) Contractor commences such cure within such *** period and diligently prosecutes and completes such cure within *** thereafter, in each case, after the date on which Contractor receives a Notice from Owner with respect thereto; or (j) SunPower Corporation defaults in the opinion performance of its obligations under Contractor Performance Security or Contractor Performance Security ceases to be in full force and effect as required by Section 8.8 and, in either case, Contractor has failed to deliver a comparable replacement therefor within *** after such failure; or (k) if SCE terminates the Independent Engineer), that will result PPA or CAISO terminates the Interconnection Agreement from an event of default or termination right thereunder resulting from (a) the negligence or willful misconduct of any Contractor Party or any Subcontractor in achieving Phase I Commercial Operation by December 1, 2000; connection with this Agreement or (b) the failure of any Contractor to pay Scheduled Liquidated Damages as required herein; (c) the failure of Contractor to achieve Final Acceptance within 180 days, after the Phase II Guaranteed Commercial Operation Date; (d) the failure of Contractor to achieve the Mechanical Completion of Phase I Milestone and to provide a recovery plan, consistent with the requirements of 5.02(d), that demonstrates, to the satisfaction of the Independent Engineer within sixty (60) days, that Contractor can achieve Phase I Commercial Operation by December 1, 2000; (e) the failure of Contractor to maintain Minimum Performance Levels after Commercial Operation and prior to Final Acceptance; (f) if between Commercial Operation and Final Acceptance, each Plant is not capable of being operated in accordance with Plant Operating Procedures and all applicable permits, and other requirements of the Agreement, and all operating conditions specified in the Scope of Work; (g) any failure by Contractor to make any payment or payments required to be made to Owner under this Agreement within ten (10) days after receipt of written notice from Owner of Contractor's failure to make such payment or payments, except where such payment or payments are disputed by Contractor in good faith; (h) any breach by Contractor of any representation or warranty contained herein, Party or any obligation, covenant or agreement hereunder not otherwise specified herein, including any event of default under Section 15.01(e) or Section 15.01(f) and (i) such breach is not cured by Contractor within fifteen (15) days after notice thereof from Owner, or (ii) if such breach is not capable of being cured within such fifteen (15) day period (as determined by Owner in its sole discretion), Contractor (A) fails *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Subcontractor to commence to cure such breach within such fifteen (15) day period, (B) fails to thereafter diligently proceed to cure such breach in a manner satisfactory to Owner in its sole discretion or (C) fails to cure such breach within ninety (90) days after notice thereof from Owner; (i) comply with any of the following occurs: (i) Contractor or Contractor Parent Company consents to the appointment of or taking possession by, a receiver, a trustee, custodian, or liquidator of itself or of a substantial part of its assets, or fails or admits in writing its inability to pay its debts generally as they become due, or makes a general assignment for the benefit of creditors; (ii) Contractor or Contractor Parent Company files a voluntary petition in bankruptcy obligations or a voluntary petition or an answer seeking reorganization in a proceeding under any applicable bankruptcy or insolvency laws or an answer admitting the material allegations of a petition filed against it in any such proceeding, or seeks relief by voluntary petition, answer or consent, under the provisions of any now existing or future bankruptcy, insolvency or other similar law providing for the liquidation, reorganization, or winding up of corporations, or providing for an agreement, composition, extension, or adjustment with its creditors; (iii) a substantial part of Contractor's or Contractor Parent Company's assets is subject to the appointment of a receiver, trustee, liquidator, or custodian by court order and such order shall remain in effect for more than thirty (30) days; or (iv) Contractor or Contractor Parent Company is adjudged bankrupt or insolvent, has any property sequestered by court order and such order shall remain in effect for more than thirty (30) days, or has filed against it a petition under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and such petition shall not be dismissed within thirty (30) days of such filing; (j) the dissolution of Contractor, except for the purpose of merger, consolidation or reorganization where the successor expressly assumes Contractor's obligations hereunder and such assignment and assumption does not materially adversely affect the ability of the successor to perform its obligations under this Agreement and the Parent Guaranty remains in full force and effect for the obligations of such successor; (k) the transfer by Contractor of (i) all or a substantial portion of the rights and/or obligations of Contractor hereunder, except for an assignment permitted hereunder, or (ii) all or a substantial portion of the assets or obligations of Contractor, except where the transferee expressly assumes the transferred obligations and such transfer does not materially adversely affect the ability of Contractor or the transferee, as applicable, to perform its obligations breach under this Agreement, as determined by Owner in its sole discretion; or (l) Contractor fails to comply with the failure requirements of Contractor to provide and maintain Section 3.29; or (m) SunPower Corporation is in full force and effect a Parent Guaranty breach of Contractor Parent Company acceptable to Owner and or default under the Financing Parties prior to Financial ClosingSide Letter.

Contractor Events of Default. The occurrence and continuation of any Each of the following events shall constitute an event of default by Contractor (each is a "Contractor Event of Default"):: (a) the failure of Contractor to achieve Phase I Commercial Operation by the Phase I Guaranteed Commercial Operation Date and maintain sufficient schedule progress subject to the provisions of 5.02(d) (in the opinion suspends its performance of the Independent Engineer)Work, that will result in achieving Phase I Commercial Operation except as permitted by December 1, 2000clause 28.2 or 31.2; (b) the failure of Contractor provides a statutory declaration under clause 8.10 which it knows to pay Scheduled Liquidated Damages as required hereinbe false or misleading in a material respect; (c) a Contractor Authorisation or Principal Authorisation is revoked, suspended or cancelled as a result of an act or omission of the failure of Contractor to achieve Final Acceptance within 180 days, after the Phase II Guaranteed Commercial Operation Dateor a Contractor Associate; (d) the failure of Contractor fails to achieve the Mechanical Completion of Phase I Milestone comply with its obligations under this agreement relating to Work Health and to provide Safety Requirements or Environmental Requirements in a recovery plan, consistent with the requirements of 5.02(d), that demonstrates, to the satisfaction of the Independent Engineer within sixty (60) days, that Contractor can achieve Phase I Commercial Operation by December 1, 2000material respect; (e) the failure Contractor fails to pay an amount under this agreement within 15 Business Days after it is due, but only if the amount is not the subject of Contractor to maintain Minimum Performance Levels after Commercial Operation and prior to Final Acceptancea bona fide Dispute; (f) if between Commercial Operation the Contractor fails to ensure that insurance policies are effected and Final Acceptance, each Plant is not capable of being operated maintained in accordance with Plant Operating Procedures and all applicable permitsclause 24.2(a), and other requirements or fails to provide evidence of the Agreement, and all operating conditions specified in the Scope of Worksuch insurance as required by clause 24; (g) any failure the Contractor fails to provide a Security, guarantee by the Contractor to make any payment Guarantor, legal opinion or payments required to be made to Owner under this Agreement within ten (10) days after receipt of written notice from Owner of Contractor's failure to make such payment or payments, except where such payment or payments are disputed by Contractor tripartite agreement in good faith; accordance with clause 25; (h) the guarantee provided by the Contractor under clause 25.7 is or becomes unenforceable (in whole or in part) for any breach by Contractor of any representation or warranty contained herein, or any obligation, covenant or agreement hereunder not otherwise specified herein, including any event of default under Section 15.01(e) or Section 15.01(f) reason and (i) such breach it is not cured by replaced with a guarantee from the Contractor within fifteen (Guarantor that is substantially in the form set out in Schedule 15) days after notice thereof from Owner, or (ii) if such breach is not capable of being cured within such fifteen (15) day period (as determined by Owner in its sole discretion), Contractor (A) fails to commence to cure such breach within such fifteen (15) day period, (B) fails to thereafter diligently proceed to cure such breach in a manner satisfactory to Owner in its sole discretion or (C) fails to cure such breach within ninety (90) days after notice thereof from Owner; (i) the Contractor assigns or transfers any of the following occurs: (i) Contractor or Contractor Parent Company consents to the appointment its rights arising out of or taking possession by, a receiver, a trustee, custodian, or liquidator of itself or of a substantial part of its assets, or fails or admits in writing its inability to pay its debts generally as they become due, or makes a general assignment for the benefit of creditors; (ii) Contractor or Contractor Parent Company files a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any applicable bankruptcy or insolvency laws or an answer admitting the material allegations of a petition filed against it in any such proceeding, or seeks relief by voluntary petition, answer or consent, under the provisions of any now existing or future bankruptcy, insolvency or other similar law providing for the liquidation, reorganization, or winding up of corporations, or providing for an this agreement, composition, extension, or adjustment with its creditors; (iii) a substantial part of Contractor's or Contractor Parent Company's assets is subject to the appointment of a receiver, trustee, liquidator, or custodian except as permitted by court order and such order shall remain in effect for more than thirty (30) days; or (iv) Contractor or Contractor Parent Company is adjudged bankrupt or insolvent, has any property sequestered by court order and such order shall remain in effect for more than thirty (30) days, or has filed against it a petition under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and such petition shall not be dismissed within thirty (30) days of such filingclause 37; (j) the dissolution Contractor fails to: (1) reach a Minimum Performance Level within the Performance Guarantee Period; and (2) comply with its Defect rectification obligations regarding rectification of Contractora Defect deemed under clause 19.4(c)(2), except for the purpose of merger, consolidation or reorganization payment obligations pursuant to clause 19.4(c)(2) where the successor expressly assumes Contractor's obligations hereunder and Principal has rectified or attempted to rectify, or has retained a third party to rectify such assignment and assumption does not materially adversely affect the ability of the successor to perform its obligations under this Agreement and the Parent Guaranty remains in full force and effect for the obligations of such successorDefect; (k) the transfer by Contractor passes the Minimum Performance Levels but fails to pay the full amount of (i) all or a substantial portion of Performance Guarantee Damages due under clause 19.5 in relation to each Performance Guarantee that was not achieved in accordance with this agreement during the rights and/or obligations of Contractor hereunder, except for an assignment permitted hereunder, or (ii) all or a substantial portion of the assets or obligations of Contractor, except where the transferee expressly assumes the transferred obligations and such transfer does not materially adversely affect the ability of Contractor or the transferee, as applicable, to perform its obligations under this Agreement, as determined by Owner in its sole discretion; orPerformance Guarantee Period; (l) the Contractor commits multiple breaches of this agreement which, taken together, demonstrate a material failure to ensure compliance with this agreement; (m) the Contractor fails to comply with any Applicable Anti-Corruption Law as set out in clause 41.12; and (n) the Contractor otherwise commits a material breach of Contractor to provide and maintain in full force and effect a Parent Guaranty of Contractor Parent Company acceptable to Owner and the Financing Parties prior to Financial Closingthis agreement.