Common use of Events of Default by Contractor Clause in Contracts

Events of Default by Contractor. The following shall each constitute an event of default by Contractor (“Contractor Event of Default”): (a) Contractor breaches any non-monetary material obligation under the Agreement, and fails to cure such breach within thirty (30) Business Days after notification by User of the breach; (b) Contractor fails to make any payment due under this Agreement (i.e. amounts payable to User for any Production Shortfall pursuant to Section 5.6(b) and Indemnification pursuant to Section 11.2 or 11.3) within forty-five (45) Business Days after such payment is due unless such payment is contested or a right of set-off has been claimed by Contractor; (c) If any material representation or warranty made by Contractor in Article X (Representations and Warranties; User Acknowledgement) of this Agreement proves to have been misleading or false in any material respect when made and such Party does not cure the underlying facts so as to make such representation or warranty correct and not misleading within ten (10) Business Days of written notice from the other Party; (d) Contractor becomes Bankrupt; (e) Contractor fails to provide or maintain in full force and effect any required insurance, if such failure is not remedied within three (3) Business Days after receipt of written notice from the User; (f) failure by the Contractor to commence construction of the PV System on or before the Outside Construction Commencement Date, or achieve Commercial Operation of the PV System on or before the Outside Commercial Operation Date; (g) For any reason other than an event of Force Majeure, Contractor is unable to provide Net Energy to User for sixty (60) consecutive days in any three hundred sixty-five (365) day period commencing on the Commercial Operation Date and prior to the expiration of this Agreement, provided, however, that Contractor shall have thirty (30) days to cure such default if Contractor is using Commercially Reasonable efforts to cure such Contractor Event of Default during the original sixty (60) day period; (h) Contractor consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity, and the resulting, surviving or transferee entity fails to assume, effective immediately upon the effectiveness of such consolidation, amalgamation, merger or transfer, each and all of the obligations of Contractor under this Agreement; or (i) Any other material breach of this Agreement not specifically enumerated above, and such breach is not cured within thirty (30) Business Days after notification by User of the breach.

Events of Default by Contractor. The Each of the following shall each constitute an event of default by Contractor (“Contractor Event of Default”):Default by the Contractor: (a) Contractor breaches any non-monetary material Except for the obligation under the Agreement, and fails to cure such breach within thirty (30) Business Days after notification by User of the breach; (b) Contractor fails to make any payment due under this Agreement (i.e. amounts payable payments to User for any Production Shortfall pursuant to Section 5.6(b) and Indemnification pursuant to Section 11.2 the Agency, the failure or 11.3) within forty-five (45) Business Days after such payment is due unless such payment is contested or a right of set-off has been claimed by Contractor; (c) If any material representation or warranty made by Contractor in Article X (Representations and Warranties; User Acknowledgement) of this Agreement proves to have been misleading or false in any material respect when made and such Party does not cure the underlying facts so as to make such representation or warranty correct and not misleading within ten (10) Business Days of written notice from the other Party; (d) Contractor becomes Bankrupt; (e) Contractor fails to provide or maintain in full force and effect any required insurance, if such failure is not remedied within three (3) Business Days after receipt of written notice from the User; (f) failure refusal by the Contractor to commence construction of the PV System on or before the Outside Construction Commencement Date, or achieve Commercial Operation of the PV System on or before the Outside Commercial Operation Date; (g) For timely and substantially fulfill any reason other than an event of Force Majeure, Contractor is unable to provide Net Energy to User for sixty (60) consecutive days in any three hundred sixty-five (365) day period commencing on the Commercial Operation Date and prior to the expiration of material obligation under this Agreement, unless excused by Uncontrollable Circumstances or by the act or failure to act by the Agency contrary to this Agreement, notwithstanding the payment by the Contractor of any damages, Non-Performance Payments, or other amounts provided under this Agreement; provided, however, that Contractor shall have thirty (30) days to cure no such default if Contractor is using Commercially Reasonable efforts to cure such Contractor shall constitute an Event of Default during unless and until: i. The Agency has given written notice to the original Contractor specifying the Contractor's default or defaults; and ii. The Contractor either has not corrected such default within 30 days of receipt of such notice, or iii. has not initiated reasonable and substantive steps to correct the same within 30 days of its receipt of such notice, or iv. having initiated such steps does not continue to take reasonable and substantial steps to correct such default. (b) Failure to make payment due the Agency within sixty (60) day period;days after written demand therefore by the Agency accompanied by notice that failure to make such payment will constitute the Event of Default unless the issue has been presented to the Independent Engineer for dispute resolution. (hc) Contractor consolidates Persistent and repeated failure to perform its obligations under this Agreement over any seven hundred and thirty (730) day period or amalgamates withthough the remainder of the Term if there are fewer than seven hundred and thirty (730) days remaining in the Term, including failure to make payments when due; properly operate, maintain, repair the Facility; provide reports or meet Performance Guarantees, or merges Environmental Guarantees even if cured pursuant to a or b above, are an Event of Default without a cure period. For purposes of this Article 9.2(c), a fourth failure to perform obligations of a similar kind or nature after the Contractor has received three (3) prior written notices of such failure within any contiguous seven hundred and thirty (730) day period or though the remainder of the Term if there are fewer than seven hundred and thirty (730) days remaining in the Term, shall be considered a persistent and repeated failure to perform and an Event of Default as to which the Contractor will not have a cure period. (d) Failure of the Contractor or the Guarantor to maintain solvency. The occurrence of any of the following are deemed a failure of the Contractor to maintain solvency: i. the Contractor or Guarantor is deemed “insolvent” as defined in 11 USC § 101(32) as amended, or ii. inability, failure, or refusal by the Contractor or Guarantor to pay debts as they mature; entry into an arrangement by the Contractor or the Guarantor with or intofor the benefit of their creditors; the Contractor’s or the Guarantors consent to or acquiescence in the appointment of a receiver, trustee, or transfers all or substantially all of its assets to, another entity, and the resulting, surviving or transferee entity fails to assume, effective immediately upon the effectiveness of such consolidation, amalgamation, merger or transfer, each and all liquidator for a substantial part of the obligations of Contractor under this AgreementContractor’s or the Guarantors property; or (i) Any other material breach of this Agreement not specifically enumerated above, and such breach is not cured within thirty (30) Business Days after notification by User of the breach.