Project Events Clause Samples

Project Events. 58 Section 9.07. Material Adverse Effect..................................................................59 Section 9.08. Project Documents; Security Documents....................................................59 Section 9.09. Ownership of the Borrower................................................................60 Section 9.10. Judgments................................................................................61 Section 9.11.

Project Events. ‌ The Project Events section lists all the conferences, workshops and other events where COSIGN has been represented, either through paper presentations, keynote speeches or project presentations.

Project Events. (a) The Borrower shall cease to have the right to possess and use all or any portion of the Site; or (b) any event shall have occurred which entitles the Borrower or PNOC-EDC to give a notice under Section 9.1 of the BOT Agreement; or (c) the Borrower shall (except as permitted by Section 8.02 hereof) sell or otherwise dispose of any of its interest in the Project; or (d) an event or circumstance described in subclause (a), (b), (c) or (d) of Section 15.4.1 of the BOT Agreement shall have occurred, it being understood that for purposes of this Section 9.06(d), the words "one-hundred twenty (120)" or "120" contained in subclauses (b) and (c) of Section 15.4.1 of the BOT Agreement shall be replaced with the words "sixty (60)" in each place where such words appear and the words "one hundred fifty (150)" or "150" contained in subclause (d) of Section 15.4.1 of the BOT Agreement shall be replaced by the words "ninety (90)" in each place where such words appear; or (e) an event or circumstance described in subclause (a), (b) or (c) of Section 15.4.2 of the BOT Agreement shall have occurred, it being understood that for purposes of this Section 9.06(e), the words "one-hundred twenty (120)" contained in subclauses (b) and (c) of Section 15.4.2 of the BOT Agreement shall be replaced with the words "sixty 60" in each place where such words appear; or (f) the Borrower shall have received notice from PNOC-EDC under Section 15.2(c) of the BOT Agreement and shall have failed to cure the underlying BOT Agreement default giving rise to such notice within 15 days after Borrower's receipt thereof; provided, however, that if following the receipt of such notice and prior to Eximbank taking action pursuant to an Event of Default under this Section 9.06(f), (i) the Borrower and PNOC-EDC shall have agreed in writing to one or more fixed extensions of the period provided for in Section 15.2(c) of the BOT Agreement and (ii) the Borrower shall have provided Eximbank, in the case of each such extension, with an opinion of Philippine counsel reasonably satisfactory to Eximbank to the effect that such extension is legal, valid, binding and enforceable, then an Event of Default under this Section 9.06(f) shall have occurred only if the Borrower shall have failed to cure the underlying BOT Agreement default giving rise to such notice from PNOC-EDC on or prior to the date falling 15 days prior to the expiry of any such extended period; or

Project Events. 39 SECTION 6.07 MATERIAL ADVERSE EFFECT....................................40 SECTION 6.08 PROJECT DOCUMENTS; SECURITY DOCUMENTS......................40

Project Events. The Recipient must notify the Department of all Project Events.

Project Events. (a) Prior to the Construction Completion Date, the Project Works are suspended for a continuous period in excess of forty five (45) days, other than (i) during a period of scheduled cessation of the Project Works, or (ii) as approved by the Senior Agent, or (iii) as result of a Force Majeure Event, in which case Clause 20.21 (Force Majeure) shall apply. (b) Following the Construction Completion Date, the Project Facilities are shutdown for consecutive periods in aggregate in excess of sixty (60) days in any twelve (12) months period, other than (i) during a period of scheduled cessation of operations or (ii) as approved by the Senior Agent or (iii) as result of a Force Majeure Event, in which case Clause 20.21 (Force Majeure) shall apply. (c) The Borrower, the EPC Contractor, the Operator or the LTSA Contractor, as applicable, shall cease to have: (i) the right to use the Site under, and in accordance with the terms of, the Land Lease Agreement or, for so long as the Energy Center is held by the Borrower, the right to use the Energy Center Site under and in accordance with the terms of the Energy Center Land Lease Agreement; (ii) good title to, or freedom to use under any Applicable Laws, any other assets (including, but not limited to, intellectual property rights) necessary, customary or desirable to implement the Project in accordance with the Transaction Documents, (iii) good and marketable title to all assets reflected in its latest audited financial statement, and (iv) any easement, wayleaves or other rights necessary, in order to implement the Project in accordance with the Transaction Documents; in each case free from Security Interests (other than any Permitted Security Interest), restrictions and onerous covenants. (d) Any Person (including any Government Authority) shall have initiated any action, suit or proceeding with respect to the Borrower’s right, title and interest in and to the Project. (e) The Electricity Legislation is amended in a manner which in the opinion of the Senior Agent has or would be likely to result in a Material Adverse Effect. (f) At any time the Finance Support Rules are no longer in effect with respect to the Borrower or the Senior Finance Parties, and no similar rules satisfactory to the Senior Agent are in place.

Project Events. The Recipient must not undertake, or participate in any way in, any Project Event, without ARENA’s prior consent. The Recipient must: notify ARENA of a proposed Project Event at least [insert] days before the proposed date for the Project Event and submit all details of the Project Event to ARENA in the format required by ARENA; invite a representative of ARENA to the Project Event; and if required by ARENA, provide an ARENA representative an opportunity to speak at the Project Event. The Recipient must notify ARENA of any change to Project Event details as soon as possible. Subject to safety and operational requirements and limitations, during the Agreement Term and for a period of two years after the expiry or termination of this Agreement, the Recipient must: at the cost of ARENA, allow escorted visits by interested parties approved by ARENA or the Recipient (Visitors) to sites under the Recipient’s control at which activities in relation to the Project or the Programme are conducted; use its best endeavours to obtain permission for escorted visits by Visitors to sites not under the Recipient’s control at which activities in relation to the Project or the Programme are conducted; and demonstrate to Visitors the Project Outcomes and relevant technology and provide a detailed explanation of the Project, its performance and the technology and how it was developed including answering Visitors’ questions. The Recipient’s obligation to allow escorted visits by Visitors under clause 28.4(a)(i) is limited to once every 3 months. For the avoidance of doubt, this clause 28.4(b) does not apply in respect of the Knowledge Sharing Agent. The Recipient must notify the ARENA Representative of any proposed escorted visits by Visitors. ARENA may, at its cost, have a representative accompany Visitors during an escorted visit under this clause 28.4. Confidentiality and privacy Subject to clause 29.4, the Recipient must not, without the prior written consent of ARENA, disclose any ARENA Confidential Information to a third party. Subject to clause 29.4, ARENA must not, without the prior written consent of the Recipient, disclose any Recipient Confidential Information to a third party.

Project Events. (a) Any Project Guarantee ceases to be in full force and effect or has otherwise become unenforceable. (b) The CP Fulfilment Date shall not have occurred by the Longstop Date.

Project Events. The Recipient will notify the Province of any planned Project Events at least one (1) month prior to the Project Event (or lesser time if agreed to by the Province) and, at that time, will extend an invitation to the Minister of the Environment, Conservation and Parks to attend the Project Event at the Province’s expense. The Recipient acknowledges that the Minister of the Environment, Conservation and Parks reserves the right to decline any invitation.