Common use of Default by Supplier Clause in Contracts

Default by Supplier. ‌ (a) Each of the following events and circumstances constitutes an event of default by Supplier (a “Supplier Event of Default”) under this Contract:‌ (i) becoming subject to any act of insolvency or bankruptcy, dissolution or liquidation voluntary or otherwise;‌ (ii) having a receiver, trustee, custodian or similar agent appointed on account of insolvency or in respect of any property;‌ (iii) making a general assignment for the benefit of creditors;‌ (iv) committing a breach of Anti- Corruption Laws; (v) failing to comply with any request, instruction or order of OPG’s Representative; (vi) failing to pay accounts relating to the Work as they come due; (vii) failing to comply with statutes, laws, regulations, bylaws or directives of competent authorities relating to the Work; (viii) failing to perform the Work with skill and diligence; (ix) any representation made by the Supplier herein that was intentionally false or misleading when made in any material respect; (x) assigning or attempting to assign this Contract, in whole or in part, except in a manner expressly permitted in Section 10.2; (xi) failing, neglecting, refusing or being unable at any time during the term to provide reasonably adequate Supplier’s Personnel to perform the Work; (xii) a change of ownership or control of the Supplier occurs without the prior written consent of OPG; (xiii) failing or refusing to correct defective or deficient Work; or (xiv) being otherwise in default in carrying out any of its obligations under this Contract, whether such default is similar or dissimilar in nature to the causes listed previously and failing to remedy the breach to the satisfaction of OPG within ten business days following receipt of notice from OPG specifying the breach, or if the breach cannot be cured within such ten business day period, after such longer period of time as is reasonably required to cure the breach (but no longer than 60 days in any circumstances), so long as the Supplier diligently and constantly endeavours to cure the breach during such extended period. (b) Notice that the Supplier is in default will not be required if the default relates to the bankruptcy, insolvency or financial instability of the Supplier. Other than defaults arising from Sections 8(a)(i), (ii) and (iii), OPG will provide the Supplier with ten days’ written notice. (c) If the Supplier is in default under this Contract, then in addition to or as an alternative to terminating this Contract, OPG may:‌ (i) take possession of all of the Work in progress, material, supplies, Equipment and the Supplier’s equipment then at the site (at no additional charge for the retention or use of the material, supplies, Equipment and the Supplier’s equipment); (ii) eject and exclude from the site the Supplier, any Subcontractors and any of the Supplier’s Personnel; (iii) suspend, in whole or in part, the Supplier’s provision of Work under this Contract; (iv) finish the Work by whatever means it may deem appropriate under the circumstances (and the Supplier, at no additional charge to OPG, will promptly, and in any event within three business days, provide OPG with all such records and work in progress that are not located on the site and that are requested by OPG in writing); (v) incorporate or use in the project any or all Equipment stored at the site or for which OPG has paid the Supplier but which are stored elsewhere; and/or (vi) withhold, without interest, all payments, in whole or in part, to the Supplier under any agreement between OPG and the Supplier until the Supplier’s liability to OPG is determined. Unless OPG otherwise directs, the Supplier will cooperate with the exercise of OPG’s recourse under this Section 8, including by, if directed by OPG, (i) discontinuing the Work, (ii) ceasing to place orders for Equipment, (iii) making every effort to cancel existing orders on terms satisfactory to OPG, (iv) protecting the Supplier’s equipment, (v) minimizing costs associated with such termination or cancellation, and (vi) assembling all submittals and records as may be requested by OPG in an orderly fashion; and (vii) allowing OPG’s other contractors access to the site to enable OPG to exercise its rights under this Section 8. (d) Any action by OPG under this Section 8 will be without prejudice to OPG’s other rights or remedies under this Contract or law or under any security held by OPG for performance of this Contract by the Supplier.

Default by Supplier. ‌ (a) Each of the following events and circumstances constitutes an event of default by the Supplier (a “Supplier Event of Default”) under this Contract:‌Contract: (i) becoming subject to any act of insolvency or bankruptcy, dissolution or liquidation voluntary or otherwise;‌otherwise; (ii) having a receiver, trustee, custodian or similar agent appointed on account of insolvency or in respect of any property;‌property; (iii) making a general assignment for the benefit of creditors;‌creditors; (iv) committing a breach of Anti- Corruption Laws; (v) failing to comply with any request, instruction or order of OPG’s Representative; (vi) failing to pay accounts relating to the Work Services as they come due; (vii) failing to comply with statutes, laws, regulations, bylaws or directives of competent authorities relating to the WorkServices; (viii) failing to perform the Work Services with skill and diligence; (ix) any representation made by the Supplier herein that was intentionally false or misleading when made in any material respect; (x) assigning or attempting to assign this Contract, in whole or in part, except in a manner expressly permitted in Section 10.29.2; (xi) failing, neglecting, refusing or being unable at any time during the term to provide reasonably adequate Supplier’s Personnel to perform the WorkServices; (xii) a change of ownership or control of the Supplier occurs without the prior written consent of OPG; (xiii) failing or refusing to correct defective or deficient WorkServices; or (xiv) being otherwise in default in carrying out any of its obligations under this Contract, whether such default is similar or dissimilar in nature to the causes listed previously and failing to remedy the breach to the satisfaction of OPG within ten business days following receipt of notice from OPG specifying the breach, or if the breach cannot be cured within such ten business day period, after such longer period of time as is reasonably required to cure the breach (but no longer than 60 days in any circumstances), so long as the Supplier diligently and constantly endeavours to cure the breach during such extended period. (b) Notice that the Supplier is in default will not be required if the default relates to the bankruptcy, insolvency or financial instability of the Supplier. Other than defaults arising from Sections 8(a)(iSection 7(a)(i), (ii) and (iii), OPG will provide the Supplier with ten days’ days written notice. (c) If the Supplier is in default under this Contract, then in addition to or as an alternative to terminating this Contract, OPG may:‌may: (i) take possession of all of the Work in progress, material, supplies, Supplies and Service Equipment and the Supplier’s equipment then at the site Site (at no additional charge for the retention or use of the material, supplies, Equipment Supplies and the Supplier’s equipmentService Equipment); (ii) eject and exclude from the site Site the Supplier, any Subcontractors and any of the Supplier’s Personnel; (iii) suspend, in whole or in part, the Supplier’s provision of Work Services under this Contract; (iv) finish the Work Services by whatever means it may deem appropriate under the circumstances (and the Supplier, at no additional charge to OPG, will promptly, and in any event within three business days, provide OPG with all such records and work in progress that are not located on at the site Site and that are requested by OPG in writing); (v) incorporate or use in the project any or all Equipment Supplies stored at the site Site or for which OPG has paid the Supplier but which are stored elsewhere; and/or (vi) withhold, without interest, all payments, in whole or in part, to the Supplier under any agreement between OPG and the Supplier until the Supplier’s liability to OPG is determined. Unless OPG otherwise directs, the Supplier will cooperate with the exercise of OPG’s recourse under this Section 87, including by, if directed by OPG, (i) discontinuing the WorkServices, (ii) ceasing to place orders for EquipmentSupplies, (iii) making every effort to cancel existing orders on terms satisfactory to OPG, (iv) protecting the Supplier’s equipmentService Equipment and Supplies, (v) minimizing costs associated with such termination or cancellation, and (vi) assembling all submittals and records as may be requested by OPG in an orderly fashion; and (vii) allowing OPG’s other contractors suppliers access to the site Site to enable OPG to exercise its rights under this Section 8Section. (d) Any action by OPG under this Section 8 7 will be without prejudice to OPG’s other rights or remedies under this Contract or law or under any security held by OPG for performance of this Contract by the Supplier.