Common use of Events of Default and Termination Clause in Contracts

Events of Default and Termination. 9.1 Supplier Event of Default or Solar Pumpset Supplier Event of Default: 9.1.1 The occurrence and continuation of any of the following events, unless any such event occurs as a result of a Force Majeure event or a breach by DISCOM of its obligations under this Agreement, shall constitute a Supplier Event of Default (“Supplier Event of Default/Solar Pumpset Supplier Event of Default”): (i) the Solar Pumpset Supplier transfers or novates any of its rights and/ or obligations under this Agreement, in a manner contrary to the provisions of this Agreement; except where such transfer:  is in pursuance of a law; and does not affect the ability of the transferee to perform, and such transferee has the financial capability to perform, its obligations under this Agreement or  is to a transferee who assumes such obligations under this Agreement and the Agreement remains effective with respect to the transferee; (ii) the Solar Pumpset Supplier becomes voluntarily or involuntarily the subject of any bankruptcy or insolvency or winding up proceedings and such proceedings remain uncontested for a period of thirty (30) days, or Any winding up or bankruptcy or insolvency order is passed against the Solar Pumpset Supplier, or the Solar Pumpset Supplier goes into liquidation or dissolution or has a receiver or any similar officer appointed over all or substantially all of its assets or official liquidator is appointed to manage its affairs, pursuant to law, Provided that a dissolution or liquidation of the Solar Pumpset Supplier will not be a Solar Pumpset Supplier Event of Default if such dissolution or liquidation is for the purpose of a merger, consolidation or reorganization and where the resulting company retains creditworthiness similar to the Solar Pumpset Supplier and expressly assumes all obligations of the Solar Pumpset Supplier under this Agreement and is in a position to perform them; or (iii) the Solar Pumpset Supplier repudiates this Agreement and does not rectify such breach within a period of thirty (30) days from a notice from DISCOM/NREDCAP in this regard; or (iv) except where due to any DISCOM’s failure to comply with its material obligations, the Solar Pumpset Supplier is in breach of any of its material obligations pursuant to this Agreement, and such material breach is not rectified by the Solar Pumpset Supplier within thirty (30) days of receipt of first notice in this regard given by DISCOM/NREDCAP; or (v) the Solar Pumpset Supplier repeatedly delays the commissioning of the Solar Pumpset Systems beyond the timelines or such extended timelines as specified in this Agreement (vi) Occurrence of any other event which is specified in this Agreement to be a material breach/default of the Solar Pumpset Supplier.

Events of Default and Termination. 9.1 Supplier Event of Default or Solar Pumpset Supplier Event of Default:10.1 The Parties may terminate this Agreement at any time by mutual written consent. 9.1.1 The occurrence 10.2 In addition, Sandstorm shall have the right to terminate this Agreement, effective upon ten days’ prior written notice to Entrée (save and continuation of except as provided in section 10.2(16) below) if, any of the following eventsshall occur (each, unless any such event occurs as a result of a Force Majeure event or a breach by DISCOM of its obligations under this Agreement, shall constitute a Supplier Event of Default (an “Supplier Event of Default/Solar Pumpset Supplier Entrée Event of Default”): (i1) Entrée defaults in any material respect in the Solar Pumpset Supplier transfers or novates performance of any of its rights and/ covenants or obligations under contained in this AgreementAgreement or the Finance Security Interest (except as otherwise provided for in this Section 10.2) and such default is not remedied within: (a) 90 days after receipt of written notice of such default by Entrée from Sandstorm; or (b) [redacted]; (2) upon the occurrence of any Insolvency Event of Entrée or Entrée LLC (with respect to Entrée LLC, in a manner contrary subject to the provisions of this Article 14, for so long as Entrée LLC has any interest in the Joint Venture, the Property, the Joint Venture Agreement, Entrée’s Share of Production or Entrée’s Joint Venture Interest); (3) If: (a) the Finance Security Interest shall, other than as a consequence of acts or omissions of Sandstorm, cease to be a valid, binding and enforceable obligation of Entrée in whole or in material part, in accordance with its terms; (b) the validity, enforceability or, subject to section 10.2(3)(c), priority of the Finance Security Interest is contested in any manner by Entrée; and/or (c) subject to the existing Permitted Encumbrances, section 24.2, and Encumbrances arising by operation of law or as previously consented to in writing by Sandstorm, the Finance Security Interest does not constitute a first ranking, priority Encumbrance on the collateral charged thereby; (4) except where such transfer:  is in pursuance as: (a) permitted by Article 14; or (b) as a result of an Expropriation Event (including during an Expropriation Event Abeyance Period and an Extended Expropriation Event Abeyance Period); Entrée or its Affiliates shall not be the owner of a law; 100% undivided interest in Entrée’s Joint Venture Interest or Entrée’s Share of Production, free and does not affect clear of any and all Encumbrances (except for the ability Permitted Encumbrances, the Finance Security Interest, any security granted pursuant to a Future Agreement or as permitted pursuant to section 6.6) but the amendment either during or at the end of the transferee to performExpropriation Event Abeyance Period or the Extended Expropriation Event Abeyance Period by Sandstorm of the Sandstorm Payable Metals in accordance with section 4.7 or section 4.9 shall not constitute an Entrée Event of Default; (5) [redacted]; (6) except as a consequence of [redacted], and other than any termination by reason of a Full Expropriation Event, a Transfer permitted by Article 14, or the expiry of tenure rights in and to the Property (such transferee expiry not including by reason of a Full Expropriation Event), the Joint Venture shall terminate for any reason whatsoever or by any means whatsoever; (7) there shall occur a Full Expropriation Event which has not been remedied within the financial capability Expropriation Event Abeyance Period or the Extended Expropriation Event Abeyance Period; (8) Entrée shall not refund a portion of the Refundable Deposit to performSandstorm within the time frame set forth in and as contemplated in section 4.9; (9) except as permitted by Article 14 or in the circumstances contemplated by section 10.2(7), its Entrée’s Joint Venture Interest shall no longer be owned directly or indirectly by Entrée, or Entrée shall no longer have any direct or indirect rights to Entrée’s Share of Production or to receive compensation or payment on account of Entrée’s Share of Production, including by reason of the exercise of any rights granted to and in favour of OTL pursuant to the terms and conditions of the Joint Venture, the Joint Venture Agreement or the Joint Venture Conduct; (10) if the Joint Venture Agreement shall be executed and delivered containing amendments or revisions or any other joint venture agreement shall be executed and delivered [redacted] and as a result, Sandstorm, acting reasonably, determines that it would be likely to suffer a Sandstorm Material Adverse Effect; (11) except as permitted by Article 14 or in the circumstances contemplated by section 10.2(7), Entrée LLC transfers the Property other than to an Affiliate or pursuant to the Joint Venture Agreement; (12) if Entrée or Entrée LLC shall be in default of any of their respective material obligations pursuant to any debt agreements or instruments to which Entrée or Entrée LLC is a party or by which the assets and properties of Entrée or Entrée LLC are bound and such default has not been remedied within applicable cure periods and as a result, Sandstorm, acting reasonably, determines that it would be likely to suffer a Sandstorm Material Adverse Effect; (13) if Entrée or Entrée LLC shall be in default of any material obligations due and owing to OTL under the Joint Venture Agreement or with respect to Entrée’s Joint Venture Interest or with respect to Production and such default has not been remedied within applicable cure periods and as a result, Sandstorm, acting reasonably, determines that it would be likely to suffer a Sandstorm Material Adverse Effect; (14) Sandstorm is precluded from purchasing Sandstorm Payable Metals by reason of actions taken by any of Entrée, Entrée LLC, OTL or the Operator and such actions are not authorized by this Agreement or  is the Permitted Encumbrances; (15) [redacted]; or (16) [redacted]. (i) materiality shall be determined in the sole discretion of Sandstorm acting reasonably; (ii) a determination as to whether Sandstorm shall suffer a transferee who assumes Sandstorm Material Adverse Effect as a result of an Entrée Event of Default shall be determined in the sole discretion of Sandstorm acting reasonably; and (iii) Sandstorm shall have the right to waive in writing one or more Entrée Events of Default, all without prejudice to any and all rights of Sandstorm with respect to any other Entrée Events of Default in respect of which such a waiver has not been given. Nothing in the foregoing shall prejudice or otherwise affect the rights of Entrée under Article 17 to dispute whether an Entrée Event of Default has occurred, any determination of materiality for the purposes of sections 10.2(1), 10.2(3)(a), 10.2(12) or 10.2(13) or whether Sandstorm has acted reasonably. 10.3 [redacted]. 10.4 [redacted]. 10.5 Upon demand from Sandstorm, which demand shall include a calculation of the Entrée Default Fee, Entrée shall promptly deliver the Entrée Default Fee to Sandstorm without setoff, deduction or defalcation. If Sandstorm elects to demand payment of the Entrée Default Fee this Agreement shall be deemed terminated upon the payment by or on behalf of Entrée of the Entrée Default Fee. After receipt by Sandstorm of the Entrée Default Fee, save and except for the confidentiality obligations set forth in Article 16 which shall survive termination, Sandstorm releases and discharges Entrée and its Affiliates from further performance of their obligations under this Agreement and shall have no further or other claim (whether in contract, at law or in equity or otherwise) for Losses as against Entrée or Entrée LLC or their respective Affiliates arising out of or in connection with this Agreement or its termination and the Agreement remains effective with respect Finance Security Interest will be released upon receipt by Sandstorm of the Entrée Default Fee. For greater certainty and without limitation, in the event Entrée is required to pay the transferee;Entrée Default Fee to Sandstorm, the provisions set forth in section 4.2 requiring the [redacted] will no longer be of any force or effect. 10.6 The Parties hereby acknowledge that: (ii1) Sandstorm will be damaged by an Entrée Event of Default; and (2) the Solar Pumpset Supplier becomes voluntarily Entrée Default Fee is in the nature of liquidated damages, not a penalty and is fair and reasonable. 10.7 Termination of this Agreement under this Article shall not terminate any payment or involuntarily the subject of any bankruptcy or insolvency or winding up proceedings and such proceedings remain uncontested for a period of thirty (30) days, or Any winding up or bankruptcy or insolvency order is passed against the Solar Pumpset Supplier, or the Solar Pumpset Supplier goes into liquidation or dissolution or has a receiver or any similar officer appointed over all or substantially all of its assets or official liquidator is appointed to manage its affairs, pursuant to law, Provided that a dissolution or liquidation of the Solar Pumpset Supplier will not be a Solar Pumpset Supplier Event of Default if such dissolution or liquidation is for the purpose of a merger, consolidation or reorganization and where the resulting company retains creditworthiness similar to the Solar Pumpset Supplier and expressly assumes all obligations of the Solar Pumpset Supplier delivery obligation under this Agreement and is in a position that arose or accrued prior to perform them; or (iii) the Solar Pumpset Supplier repudiates this Agreement and does not rectify such breach within a period date of thirty (30) days from a notice from DISCOM/NREDCAP in this regard; or (iv) except where due to any DISCOM’s failure to comply with its material obligations, the Solar Pumpset Supplier is in breach of any of its material obligations pursuant to this Agreement, and such material breach is not rectified by the Solar Pumpset Supplier within thirty (30) days of receipt of first notice in this regard given by DISCOM/NREDCAP; or (v) the Solar Pumpset Supplier repeatedly delays the commissioning of the Solar Pumpset Systems beyond the timelines or such extended timelines as specified in this Agreement (vi) Occurrence of any other event which is specified in this Agreement to be a material breach/default of the Solar Pumpset Suppliertermination.

Events of Default and Termination. 9.1 Supplier Event of Default or Solar Pumpset Supplier Event of Default:10.1 The Parties may terminate this Agreement at any time by mutual written consent. 9.1.1 The occurrence 10.2 In addition, Sandstorm shall have the right to terminate this Agreement, effective upon ten days' prior written notice to Entrée (save and continuation of except as provided in section 10.2(16) below) if, any of the following eventsshall occur (each, unless an "Entrée Event of Default"): (1) Entrée defaults in any material respect in the performance of any of its covenants or obligations contained in this Agreement or the Finance Security Interest (except as otherwise provided for in this Section 10.2) and such event occurs default is not remedied within: (a) 90 days after receipt of written notice of such default by Entrée from Sandstorm; or (b) [redacted]; (2) upon the occurrence of any Insolvency Event of Entrée or Entrée LLC (with respect to Entrée LLC, subject to the provisions of Article 14, for so long as Entrée LLC has any interest in the Joint Venture, the Property, the Joint Venture Agreement, Entrée's Share of Production or Entrée's Joint Venture Interest); (3) If: (a) the Finance Security Interest shall, other than as a consequence of acts or omissions of Sandstorm, cease to be a valid, binding and enforceable obligation of Entrée in whole or in material part, in accordance with its terms; (b) the validity, enforceability or, subject to section 10.2(3)(c), priority of the Finance Security Interest is contested in any manner by Entrée; and/or (c) subject to the existing Permitted Encumbrances, section 24.2, and Encumbrances arising by operation of law or as previously consented to in writing by Sandstorm, the Finance Security Interest does not constitute a first ranking, priority Encumbrance on the collateral charged thereby; (4) except as: (a) permitted by Article 14; or (b) as a result of a Force Majeure event Government Acquisition Event or an Expropriation Event (including during an Expropriation Event Abeyance Period and an Extended Expropriation Event Abeyance Period); Entrée or its Affiliates shall not be the owner of a breach 100% undivided interest in Entrée's Joint Venture Interest or Entrée's Share of Production, free and clear of any and all Encumbrances (except for the Permitted Encumbrances, the Finance Security Interest, any security granted pursuant to a Future Agreement or as permitted pursuant to section 6.6) but the amendment either during or at the end of the Expropriation Event Abeyance Period or the Extended Expropriation Event Abeyance Period by DISCOM Sandstorm of its obligations under this Agreementthe Sandstorm Payable Metals in accordance with section 4.7 or section 4.9, or the amendment of the Sandstorm Payable Metals in accordance with section 4.11(2) shall not constitute a Supplier Event of Default (“Supplier an Entrée Event of Default/Solar Pumpset Supplier ; (5) [redacted]; (6) except as a consequence of [redacted], and other than any termination by reason of a Full Expropriation Event, a Transfer permitted by Article 14, or the expiry of tenure rights in and to the Property (such expiry not including by reason of a Full Expropriation Event), the Joint Venture shall terminate for any reason whatsoever or by any means whatsoever; (7) there shall occur a Full Expropriation Event which has not been remedied within the Expropriation Event Abeyance Period or the Extended Expropriation Event Abeyance Period; (8) Entrée shall not refund a portion of Default”):the Refundable Deposit to Sandstorm within the time frame set forth in and as contemplated in section 4.9 or 4.11, as applicable; (9) except as permitted by Article 14 or in the circumstances contemplated by section 10.2(7), Entrée's Joint Venture Interest shall no longer be owned directly or indirectly by Entrée, or Entrée shall no longer have any direct or indirect rights to Entrée's Share of Production or to receive compensation or payment on account of Entrée's Share of Production, including by reason of the exercise of any rights granted to and in favour of OTL pursuant to the terms and conditions of the Joint Venture, the Joint Venture Agreement or the Joint Venture Conduct; (10) if the Joint Venture Agreement shall be executed and delivered containing amendments or revisions or any other joint venture agreement shall be executed and delivered [redacted] and as a result, Sandstorm, acting reasonably, determines that it would be likely to suffer a Sandstorm Material Adverse Effect; (11) except as permitted by Article 14 or in the circumstances contemplated by section 10.2(7), Entrée LLC transfers the Property other than to an Affiliate or pursuant to the Joint Venture Agreement; (12) if Entrée or Entrée LLC shall be in default of any of their respective material obligations pursuant to any debt agreements or instruments to which Entrée or Entrée LLC is a party or by which the assets and properties of Entrée or Entrée LLC are bound and such default has not been remedied within applicable cure periods and as a result, Sandstorm, acting reasonably, determines that it would be likely to suffer a Sandstorm Material Adverse Effect; (13) if Entrée or Entrée LLC shall be in default of any material obligations due and owing to OTL under the Joint Venture Agreement or with respect to Entrée's Joint Venture Interest or with respect to Production and such default has not been remedied within applicable cure periods and as a result, Sandstorm, acting reasonably, determines that it would be likely to suffer a Sandstorm Material Adverse Effect; (14) Sandstorm is precluded from purchasing Sandstorm Payable Metals by reason of actions taken by any of Entrée, Entrée LLC, OTL or the Operator and such actions are not authorized by this Agreement or the Permitted Encumbrances; (15) [redacted]; or (16) [redacted]. (i) materiality shall be determined in the Solar Pumpset Supplier transfers or novates any sole discretion of its rights and/ or obligations under this Agreement, Sandstorm acting reasonably; (ii) a determination as to whether Sandstorm shall suffer a Sandstorm Material Adverse Effect as a result of an Entrée Event of Default shall be determined in a manner contrary to the provisions sole discretion of this Agreement; except where such transfer:  is in pursuance of a lawSandstorm acting reasonably; and does (iii) Sandstorm shall have the right to waive in writing one or more Entrée Events of Default, all without prejudice to any and all rights of Sandstorm with respect to any other Entrée Events of Default in respect of which such a waiver has not been given. Nothing in the foregoing shall prejudice or otherwise affect the ability rights of Entrée under Article 17 to dispute whether an Entrée Event of Default has occurred, any determination of materiality for the purposes of sections 10.2(1), 10.2(3)(a), 10.2(12) or 10.2(13) or whether Sandstorm has acted reasonably. 10.3 [redacted]. 10.4 [redacted]. 10.5 Upon demand from Sandstorm, which demand shall include a calculation of the transferee Entrée Default Fee, Entrée shall promptly deliver the Entrée Default Fee to performSandstorm without setoff, and such transferee has deduction or defalcation. If Sandstorm elects to demand payment of the financial capability to perform, its obligations under Entrée Default Fee this Agreement shall be deemed terminated upon the payment by or  is to a transferee who assumes such on behalf of Entrée of the Entrée Default Fee. After receipt by Sandstorm of the Entrée Default Fee, save and except for the confidentiality obligations set forth in Article 16 which shall survive termination, Sandstorm releases and discharges Entrée and its Affiliates from further performance of their obligations under this Agreement and shall have no further or other claim (whether in contract, at law or in equity or otherwise) for Losses as against Entrée or Entrée LLC or their respective Affiliates arising out of or in connection with this Agreement or its termination and the Agreement remains effective with respect Finance Security Interest will be released upon receipt by Sandstorm of the Entrée Default Fee. For greater certainty and without limitation, in the event Entrée is required to pay the transferee;Entrée Default Fee to Sandstorm, the provisions set forth in section 4.2 requiring the [redacted] will no longer be of any force or effect. 10.6 The Parties hereby acknowledge that: (ii1) Sandstorm will be damaged by an Entrée Event of Default; and (2) the Solar Pumpset Supplier becomes voluntarily Entrée Default Fee is in the nature of liquidated damages, not a penalty and is fair and reasonable. 10.7 Termination of this Agreement under this Article shall not terminate any payment or involuntarily the subject of any bankruptcy or insolvency or winding up proceedings and such proceedings remain uncontested for a period of thirty (30) days, or Any winding up or bankruptcy or insolvency order is passed against the Solar Pumpset Supplier, or the Solar Pumpset Supplier goes into liquidation or dissolution or has a receiver or any similar officer appointed over all or substantially all of its assets or official liquidator is appointed to manage its affairs, pursuant to law, Provided that a dissolution or liquidation of the Solar Pumpset Supplier will not be a Solar Pumpset Supplier Event of Default if such dissolution or liquidation is for the purpose of a merger, consolidation or reorganization and where the resulting company retains creditworthiness similar to the Solar Pumpset Supplier and expressly assumes all obligations of the Solar Pumpset Supplier delivery obligation under this Agreement and is in a position that arose or accrued prior to perform them; or (iii) the Solar Pumpset Supplier repudiates this Agreement and does not rectify such breach within a period date of thirty (30) days from a notice from DISCOM/NREDCAP in this regard; or (iv) except where due to any DISCOM’s failure to comply with its material obligations, the Solar Pumpset Supplier is in breach of any of its material obligations pursuant to this Agreement, and such material breach is not rectified by the Solar Pumpset Supplier within thirty (30) days of receipt of first notice in this regard given by DISCOM/NREDCAP; or (v) the Solar Pumpset Supplier repeatedly delays the commissioning of the Solar Pumpset Systems beyond the timelines or such extended timelines as specified in this Agreement (vi) Occurrence of any other event which is specified in this Agreement to be a material breach/default of the Solar Pumpset Suppliertermination.