Common use of Purchaser Events of Default Clause in Contracts

Purchaser Events of Default. The following events shall be events of default by the Purchaser (each a “Purchaser Event of Default”); provided, however, that no such event shall be a Purchaser Event of Default if it is caused by (i) the Seller’s breach or default under or of this Agreement or the Site Lease or (ii) a Force Majeure Event: (a) A breach by the Purchaser of its obligations under Section 19.9: (b) Failure to pay any undisputed (or following the resolution of such dispute in favour of the Seller) amount due from it under the provisions of Section 9.4 of this Agreement by the Due and Payable Date for the relevant amount, or to make any other payment when required to be made, that, in each case, is not remedied within five (5) Business Days following the Seller’s notice to the Purchaser stating that a payment default has occurred and is continuing, and describing such payment default in reasonable detail; provided, however, that Purchaser’s failure to pay any undisputed amount shall not become a Purchaser Event of Default so long as the Escrow facility is in place, and the Escrow Account has sufficient available funds to pay the undisputed amount. (c) Failure to maintain the Escrow facility in place, or, following any draw on the Escrow Account by Seller for an undisputed amount not paid by the Due and Payable Date for the relevant amount, failure to reinstate the Escrow Account balance to the required amount, in either case within ten (10) Business Days of Seller’s notice to the Purchaser that the Escrow was either not in place or that Seller made a draw on the Escrow. Except for the purpose of an amalgamation or restructuring that does not affect the ability of the amalgamated or restructured entity, as the case may be, to perform its obligations under this Agreement, the occurrence of any of the following events: (i) any proceeding being validly instituted under the Laws of Afghanistan for the dissolution of the Purchaser that is not stayed or suspended within ninety (90) Days; unless within seven (7) days of the Purchaser becoming aware of such proceedings being filed, the Purchaser: (A) confirms to the Seller that such proceedings relate to the recovery of a claim against the Purchaser that is disputed bona fide by the Purchaser as payable, and (B) furnishes a certificate by its external auditors to the effect that the Purchaser is and will remain solvent despite any payment of the claim (if required) that is the subject of the insolvency proceedings; (ii) any voluntary filing by the Purchaser of a winding-up petition; or (iii) the making by a court with jurisdiction over the Purchaser of an order winding- up the Purchaser that is not stayed or reversed by a court of competent jurisdiction within ninety (90) Days. (d) Any material statement, representation, or warranty made by the Purchaser in this Agreement proving to have been incorrect in any material respect when made or when reaffirmed, and such incorrect statement, representation, or warranty having a material adverse effect on the Purchaser’s ability to perform its obligations under this Agreement or having a material adverse effect on the Seller’s rights or obligations hereunder. (e) Any material breach or material default by the Purchaser of this Agreement (other than any breach or default referred to in the other sub-sections of this Section 16.2) that is not remedied within thirty (30) Days after notice from the Seller to the Purchaser stating that a material breach or default has occurred under this Agreement and is continuing, and identifying the material breach or default in reasonable detail. (f) Any Change in Law rendering: (i) any material undertaking or obligation of the Purchaser under this Agreement unenforceable, invalid, or void; or (ii) it unlawful for the Seller to make or receive any payment, to perform any obligation or to enjoy or to enforce any material right or material benefit under this Agreement, where in the case of clause (i) or clause (ii) above, the effect continues for more than ninety

Purchaser Events of Default. 19.1 The following events shall be events of default by the Purchaser (each a “Purchaser Event of Default”); provided, however, that no such event shall be a Purchaser Event of Default if it is caused in whole or material part by (i) a breach by the Seller’s breach Producer of, or a default under or of by the Producer under, this Agreement (including any Producer Event of Default), or the Site Lease or (ii) if it occurs as a result of a Force Majeure Event: (a) A breach by the Purchaser of its obligations under Section 19.9: (b) Failure Purchaser‟s failure to pay any undisputed (or following the resolution of such dispute in favour of the Seller) amount due from it under the provisions of Section 9.4 Article 8 of this Agreement by the Due and Payable Date for the relevant amount, invoice or to make any other payment when required to be made, that, in each case, that is not remedied within thirty-five (535) Business Days following notice from the Seller’s notice Producer to the Purchaser stating that a payment default has occurred and is continuing, continuing and describing such payment default in reasonable detail; provided, however, that Purchaser’s failure to pay any undisputed amount shall not become a Purchaser Event of Default so long as the Escrow facility is in place, and the Escrow Account has sufficient available funds to pay the undisputed amount.; (cb) Failure to maintain the Escrow facility in place, or, following any draw on the Escrow Account by Seller for an undisputed amount not paid by the Due and Payable Date for the relevant amount, failure to reinstate the Escrow Account balance to the required amount, in either case within ten (10) Business Days of Seller’s notice to the Purchaser that the Escrow was either not in place or that Seller made a draw on the Escrow. Except except for the purpose of an amalgamation or restructuring reconstruction that does not affect the ability of the amalgamated or restructured reconstructed entity, as the case may be, to perform its obligations under this Agreement, the occurrence of any of the following events: (i) any proceeding being validly instituted under the Laws of Afghanistan Kosovo Legislation for the dissolution of the Purchaser that is not stayed or suspended within ninety (90) Days; unless within seven (7) days of the Purchaser becoming aware of such proceedings being filed, the Purchaser: (A) confirms to the Seller that such proceedings relate to the recovery of a claim against the Purchaser that is disputed bona fide by the Purchaser as payable, and (B) furnishes a certificate by its external auditors to the effect that the Purchaser is and will remain solvent despite any payment of the claim (if required) that is the subject of the insolvency proceedings; (ii) any the passing of a resolution for the dissolution or winding up of the Purchaser; (iii) the voluntary filing by the Purchaser of a winding-winding up petition; (iv) the appointment of a provisional liquidator in a proceeding for the winding up of the Purchaser after notice to the Purchaser and due hearing, which appointment has not been set aside or stayed within ninety (90) Days of such appointment; or (iiiv) the making by a court with jurisdiction over the Purchaser of an order winding- winding up the Purchaser that is not stayed or reversed by a court of competent jurisdiction within ninety (90) Days.; (dc) Any material any statement, representation, representation or warranty made by the Purchaser in this Agreement proving to have been incorrect incorrect, in any material respect respect, when made or when reaffirmed, reaffirmed and such incorrect statement, representation, representation or warranty having a material adverse effect on the Purchaser’s Purchaser‟s ability to perform its obligations under this Agreement or having a material adverse effect on the Seller’s rights or obligations of the Producer hereunder.; (ed) Any any material breach or material default by the Purchaser of this Agreement (other than any breach or default referred to in the other sub-sections Articles of this Section 16.2Article 19) that which is not remedied within thirty (30) Days after notice from the Seller Producer to the Purchaser Purchaser, stating that a material breach or default has occurred under this Agreement and is continuing, and identifying the material breach or default in question in reasonable detail. (f) Any Change in Law rendering: (i) any material undertaking or obligation of the Purchaser under this Agreement unenforceable, invalid, or void; or (iie) it unlawful for tampering on three (3) or more separate occasions by the Seller to make Purchaser or receive any payment, to perform any obligation its Contractors or to enjoy or to enforce any material right or material benefit under this Agreement, where their employees acting in the case course of clause (i) or clause (ii) above, their employment with the effect continues for more than ninetyMetering System.

Purchaser Events of Default. The following events shall be events of default by the Purchaser (each a “Purchaser Event of Default”); provided, however, that no such event event, except for a failure to pay an amount owed, in the case of Section 16.2(b), shall be a Purchaser Event of Default if it is caused by (i) the Seller’s breach or default under or of this Agreement or the Site Lease or (ii) a Force Majeure Event: (a) a. A breach by the Purchaser of its obligations under Section 19.9:13.3. (b) b. Failure to pay any undisputed (or following the resolution of such dispute in favour of the Seller) amount due from it under the provisions of Section 9.4 of this Agreement by the Due and Payable Date for the relevant amount, or to make any other payment when required to be made, that, in each case, is not remedied within five (5) Business Days following the Seller’s notice to the Purchaser stating that a payment default has occurred and is continuing, and describing such payment default in reasonable detail; provided, however, that Purchaser’s failure to pay any undisputed amount shall not become a Purchaser Event of Default so long as the Escrow facility is in place, and the Escrow Account has sufficient available funds to pay the undisputed amount. (c) c. Failure to maintain the Escrow facility in place, or, following any draw on the Escrow Account by Seller for an undisputed amount not paid by the Due and Payable Date for the relevant amount, failure to reinstate the Escrow Account balance to the required amount, in either case within ten (10) Business Days of Seller’s notice to the Purchaser that the Escrow was either not in place or that Seller made a draw on the Escrow. . d. Except for the purpose of an amalgamation or restructuring that does not affect the ability of the amalgamated or restructured entity, as the case may be, to perform its obligations under this Agreement, the occurrence of any of the following events: (i) i. any proceeding being validly instituted under the Laws of Afghanistan for the dissolution of the Purchaser that is not stayed or suspended within ninety (90) Days; unless within seven (7) days of the Purchaser becoming aware of such proceedings being filed, the Purchaser: (A) confirms to the Seller that such proceedings relate to the recovery of a claim against the Purchaser that is disputed bona fide by the Purchaser as payable, and (B) furnishes a certificate by its external auditors to the effect that the Purchaser is and will remain solvent despite any payment of the claim (if required) that is the subject of the insolvency proceedings; (ii) 1. any voluntary filing by the Purchaser of a winding-up petition; or (iii) 2. the making by a court with jurisdiction over the Purchaser of an order winding- winding-up the Purchaser that is not stayed or reversed by a court of competent jurisdiction within ninety (90) Days. (d) e. Any material statement, representation, or warranty made by the Purchaser in this Agreement proving to have been incorrect in any material respect when made or when reaffirmed, and such incorrect statement, representation, or warranty having a material adverse effect on the Purchaser’s ability to perform its obligations under this Agreement or having a material adverse effect on the Seller’s rights or obligations hereunder. (e) f. Any material breach or material default by the Purchaser of this Agreement (other than any breach or default referred to in the other sub-sections of this Section 16.2) that which is not remedied within thirty (30) Days after notice from the Seller to the Purchaser stating that a material breach or default has occurred under this Agreement and is continuing, and identifying the material breach or default in reasonable detail. (f) g. Any Change in Law rendering: (i) : i. any material undertaking or obligation of the Purchaser under this Agreement unenforceable, invalid, or void; or (ii) it unlawful for the Seller to make or receive any payment, to perform any obligation or to enjoy or to enforce any material right or material benefit under this Agreement, where in the case of clause (i) or clause (ii) above, the effect continues for more than ninety

Purchaser Events of Default. The Each of the following events shall be events or circumstances constitutes an event of default by the Purchaser (each each, a “Purchaser Event of Default”); provided): (a) if, however, that no such event shall be a Purchaser Event of Default if it is caused by before the Seller has received the entire Payment Deposit (i) an Insolvency Event affecting the Seller’s breach Purchaser or default under or of this Agreement or the Site Lease Franco-Nevada Corporation occurs, or (ii) a Force Majeure Event: (a) A breach by the Purchaser of its obligations or Franco-Nevada Corporation defaults under Section 19.9:any indebtedness for borrowed money in excess $30,000,000 and such default is not remedied or waived within the cure period permitted under such indebtedness for borrowed money; (b) Failure the Purchaser fails to pay any undisputed (for Refined Gold or following the resolution of such dispute in favour of the Seller) amount due from it under the provisions of Section 9.4 of this Agreement by the Due and Payable Date for the relevant amount, or to make any other payment when required to be made, that, in each case, is not remedied within five (5) Business Days following the Seller’s notice Refined Silver delivered to the Purchaser stating that a payment default has occurred and is continuing, and describing in accordance with Section 2.6 within 10 days of receipt of notice from the Seller notifying the Purchaser of such payment default in reasonable detail; provided, however, that Purchaser’s failure to pay any undisputed amount shall not become a Purchaser Event of Default so long as the Escrow facility is in place, and the Escrow Account has sufficient available funds to pay the undisputed amount.default; (c) Failure to maintain the Escrow facility in place, or, following any draw on the Escrow Account by Seller for an undisputed amount not paid by the Due and Payable Date for the relevant amount, failure to reinstate the Escrow Account balance to the required amount, in either case within ten (10) Business Days of Seller’s notice to the Purchaser that the Escrow was either not in place or that Seller made a draw on the Escrow. Except for the purpose of an amalgamation or restructuring that does not affect the ability fails to pay any portion of the amalgamated or restructured entity, as the case may be, to perform its obligations under this Agreement, the occurrence of any of the following events: (i) any proceeding being validly instituted under the Laws of Afghanistan for the dissolution of the Purchaser that is not stayed or suspended within ninety (90) Days; unless within seven (7) days of the Purchaser becoming aware of such proceedings being filed, the Purchaser: (A) confirms Payment Deposit to the Seller that such proceedings relate to in accordance with Sections 3.1, 3.2 and 3.3 within 10 days of receipt of notice from the recovery of a claim against the Purchaser that is disputed bona fide by the Purchaser as payable, and (B) furnishes a certificate by its external auditors to the effect that the Purchaser is and will remain solvent despite any payment of the claim (if required) that is the subject of the insolvency proceedings; (ii) any voluntary filing by Seller notifying the Purchaser of a winding-up petition; or (iii) the making by a court with jurisdiction over the Purchaser of an order winding- up the Purchaser that is not stayed or reversed by a court of competent jurisdiction within ninety (90) Days.such default; (d) Any material statement, representation, or warranty made by the Purchaser is in breach or default of any of its covenants or obligations set forth in this Agreement proving to have been incorrect in any material respect when made (other than a breach or when reaffirmeddefault of the covenants or obligations referenced in Sections 12.1(a), 12.1(b) or 12.1(c) above), and such incorrect statement, representation, or warranty having a material adverse effect on the Purchaser’s ability to perform its obligations under this Agreement or having a material adverse effect on the Seller’s rights or obligations hereunder. (e) Any material breach or material default by the Purchaser of this Agreement (other than any breach or default referred to in would have a Purchaser Material Adverse Effect, unless the other sub-sections Purchaser cures such breach or default, where such breach or default is capable of this Section 16.2) that is not remedied being cured, prospectively within thirty (30) a period of 30 Business Days after notice from following delivery by the Seller to the Purchaser stating that a material of written notice of such breach or default has occurred under this Agreement and is continuingdefault, and identifying as may be extended in the material breach or default in reasonable detail. (f) Any Change in Law rendering: (i) any material undertaking or obligation of Seller’s sole discretion if the Purchaser under this Agreement unenforceable, invalid, or voidis diligently proceeding to cure such default; or (iie) it unlawful for any of the representations or warranties given by the Purchaser is inaccurate in any material respect as of the date given, and has or would reasonably be expected to have a Purchaser Material Adverse Effect and if such inaccuracy is capable of being remedied the Purchaser prospectively remedies such inaccuracy within a period of 30 Business Days following delivery by the Seller to make or receive any payment, to perform any obligation or to enjoy or to enforce any material right or material benefit under this Agreement, where the Purchaser of written notice of such inaccuracy (as may be extended in the case Seller’s sole discretion if such inaccuracy is capable of clause (i) or clause (ii) abovebeing remedied but is not reasonably capable of being remedied within such 30 day period, and the effect continues for more than ninetyPurchaser, is proceeding diligently to cure such inaccuracy);

Purchaser Events of Default. The following events shall be events of default by the Purchaser (each a “Purchaser Event of Default”); provided, however, that no such event shall be a Purchaser Event of Default if it is caused by in whole or material part by (i) the Seller’s breach or default under or of this Agreement or the Site Lease Agreement, or (ii) a Force Majeure Event:Event (except in the case of Section 16.2(b)): (a) A breach Upon transfer by the Purchaser of its obligations under Section 19.9:19.9(m) where the successor entity does not simultaneously enter into a novation of: (i) the EPA Direct Agreement with the Lenders; and (ii) this Agreement with the Seller. (b) Failure The Purchaser’s failure to pay any undisputed (or following the resolution of such dispute in favour of the Seller) amount due from it under the provisions of Section 9.4 of this Agreement by the Due and Payable Date for the relevant amount, invoice or to make any other payment when required to be mademade under the Agreement, that, in each case, is not remedied within five sixty (560) Business Days following the Seller’s notice to the Purchaser stating that a payment default has occurred and is continuing, and describing such payment default in reasonable detail; provided, however, that Purchaser’s failure to pay any undisputed amount shall not become a Purchaser Event of Default so long as the Escrow facility is in place, and the Escrow Account has sufficient available funds to pay the undisputed amount. (c) Failure to maintain the Escrow facility in place, or, following any draw on the Escrow Account by Seller for an undisputed amount not paid by the Due and Payable Date for the relevant amount, failure to reinstate the Escrow Account balance to the required amount, in either case within ten (10) Business Days of Seller’s notice to the Purchaser that the Escrow was either not in place or that Seller made a draw on the Escrow. Except for the purpose of an amalgamation amalgamation, restructuring or restructuring the unbundling of the Purchaser that does not affect the ability of the amalgamated amalgamated, restructured or restructured unbundled entity, as the case may be, to perform its obligations under this Agreement, the occurrence of any of the following events: (i) any proceeding being validly instituted under the Laws of Afghanistan Pakistan for the dissolution of the Purchaser that is not stayed or suspended within ninety (90) Days; unless provided, that, if, within seven (7) days of the Purchaser becoming aware of such proceedings being filed, the Purchaser: (A) confirms to the Seller that such proceedings relate to the recovery of a claim against the Purchaser that is disputed bona fide by the Purchaser as payable, and (B) furnishes a certificate by its external auditors to the effect that the Purchaser is and will remain solvent despite any the payment of the claim (if required) that is subject to the subject of the said insolvency proceedings, then, in such case, the Seller shall not exercise its right of termination until such time that the said certificate by the auditors is revoked or otherwise ceases to remain accurate; (ii) any the passing of a resolution for dissolution or winding-up of the Purchaser; (iii) the voluntary filing by the Purchaser of a winding-up petition; (iv) the appointment of a provisional liquidator in a proceeding for the winding-up of the Purchaser after notice to the Purchaser and due hearing, which appointment has not been set aside or stayed within ninety (90) Days of such appointment; or (iiiv) the making by a court with jurisdiction over the Purchaser of an order winding- winding-up the Purchaser that is not stayed or reversed by a court of competent jurisdiction within ninety (90) Days. (d) Any material statement, representation, representation or warranty made by the Purchaser in this Agreement proving to have been incorrect in any material respect when made or when reaffirmed, and such incorrect statement, representation, representation or warranty having a material adverse effect on the Purchaser’s ability to perform its obligations under this Agreement or having a material adverse effect on the Seller’s rights or obligations hereunder. (e) Any material breach or material default by the Purchaser of this Agreement (other than any breach or default referred to in the other sub-sections of this Section 16.2) that which is not remedied within thirty (30) Days after notice from the Seller to the Purchaser Purchaser, stating that a material breach or default has occurred under this Agreement and is continuing, and identifying the material breach or default in question in reasonable detail. (f) Any Change The Purchaser fails to enter into the Escrow Agreement in Law rendering:accordance with Section 9.8(a); or the Escrow Agreement is terminated prior to the expiry or termination of this Agreement, and the Purchaser fails to provide an alternate arrangement in accordance with Section 9.8 within ninety (90) Days of such termination or expiry or termination of the Escrow Agreement, (g) Breach of any material term of the Escrow Agreement which is attributable to the Purchaser and such breach continues for a period of one hundred eighty days (180) consecutive Days. (h) The failure by the Purchaser to complete and commission the Purchaser Interconnection Facilities within three hundred sixty five (365) Days following the Required Commercial Operations Date, provided any extension of RCOD shall only be pursuant to a Force Majeure Event and/or Section 6.5. (i) any material undertaking On three (3) or obligation of more separate occasions, tampering by the Purchaser under this Agreement unenforceable, invalid, or void; or (ii) it unlawful for the Seller to make its contractors or receive any payment, to perform any obligation or to enjoy or to enforce any material right or material benefit under this Agreement, where their employees acting in the course of their employment with the Metering System, the Back-Up Metering System, the Meteorological Station or the Complex Monitoring System, which tampering, in case of clause (i) or clause (ii) abovea dispute, the effect continues for more than ninetyis verified by an independent third-party expert.

Purchaser Events of Default. The Each of the following events shall be events of default by the Purchaser (each events, acts, occurrences or conditions constitutes a “Purchaser Event of Default”); provided, however, to the extent that no such event shall be a Purchaser Event of Default if it is not caused by (i) a Force Majeure (but, for the Seller’s breach or default under or purposes of this Agreement or paragraphs (a) to (c) and (f) to (g) only during the Site Lease 120 day period in which the Purchaser is entitled to relief set out in Clause 15.2 (Principle)); or (ii) a Force Majeure EventSeller Event of Default: (a) A breach by the Purchaser of its obligations under Section 19.9: (b) Failure fails to pay any undisputed (or following the resolution of such dispute in favour of the Seller) amount due from it under the provisions of Section 9.4 of this Agreement by the Due and Payable Date for the relevant amount, or to make any other payment when amounts required to be made, that, in each case, is not remedied within five (5) paid to the Seller under this Agreement and such failure continues for more than 10 Business Days following the Seller’s notice to the Purchaser stating demand that a payment default has occurred and is continuing, and describing such payment default in reasonable detail; provided, however, that Purchaser’s failure to pay any undisputed amount shall not become a Purchaser Event of Default so long as the Escrow facility is in place, and the Escrow Account has sufficient available funds to pay the undisputed amount. (c) Failure to maintain the Escrow facility in place, or, following any draw on the Escrow Account by Seller for an undisputed amount not paid by the Due and Payable Date for the relevant amount, failure to reinstate the Escrow Account balance to the required amount, in either case within ten (10) Business Days of Seller’s notice to the Purchaser that the Escrow was either not in place or that Seller made a draw on the Escrow. Except for the purpose of an amalgamation or restructuring that does not affect the ability of the amalgamated or restructured entity, as the case may be, to perform its obligations under this Agreement, the occurrence of any of the following events: (i) any proceeding being validly instituted under the Laws of Afghanistan for the dissolution of the Purchaser that is not stayed or suspended within ninety (90) Days; unless within seven (7) days of the Purchaser becoming aware of such proceedings being filed, the Purchaser: (A) confirms to the Seller that such proceedings relate to the recovery of a claim against the Purchaser that is disputed bona fide by the Purchaser as payable, and (B) furnishes a certificate by its external auditors to the effect that the Purchaser is and will remain solvent despite any payment of the claim (if required) that is the subject of the insolvency proceedingsbe made; (iib) any voluntary filing by the Purchaser of a winding-up petition; or (iii) the making by a court with jurisdiction over the Purchaser of an order winding- up the Purchaser that is not stayed or reversed by a court of competent jurisdiction within ninety (90) Days. (d) Any material statement, representation, representation or warranty made by the Purchaser in under this Agreement proving to have been incorrect is or becomes false or misleading in any material respect when made or when reaffirmed, and such incorrect statement, representation, or warranty having has a material adverse effect on the Purchaser’s ability to perform its obligations under this Agreement hereunder; the (c) the Purchaser breaches or having a fails to perform any of its material adverse effect on the Seller’s rights covenants or obligations hereunder. (e) Any material breach or material default by the Purchaser of under this Agreement (other than any such breach or default failure referred to elsewhere in the other sub-sections of this Section 16.2Clause 18.2) that and such breach or failure is not remedied within thirty (30) 15 Business Days after notice from the Seller to the Purchaser stating that a material such breach or default failure has occurred occurred; (d) the Purchaser fails to accept in any rolling 12 month period two or more Shipments scheduled to be delivered during such period of time under Clauses 8 (Biomass Quantity) and 13 (Shipping) (and for the avoidance of doubt any Shipment for which the Purchaser nominates an Alternative Delivery Point in accordance with Clause 13.1(c) and thereafter accepts shall be considered to have been accepted for the purposes of this Agreement paragraph); (e) the Purchaser fails to accept in any rolling 24 month period three or more Shipments scheduled to be delivered during such period of time under Clauses 8 (Biomass Quantity) and is continuing, 13 (Shipping) (and identifying for the material breach or default avoidance of doubt any Shipment for which the Purchaser nominates an Alternative Delivery Point in reasonable detail.accordance with Clause 13.1(c) and thereafter accepts shall be considered to have been accepted for the purposes of this paragraph); (f) Any Change in Law rendering:the Purchaser commits or suffers an Act of Insolvency; and (ig) any material undertaking or obligation the repudiation of the Purchaser under this Agreement unenforceable, invalid, or void; or (ii) it unlawful for by the Seller to make or receive any payment, to perform any obligation or to enjoy or to enforce any material right or material benefit under this Agreement, where in the case of clause (i) or clause (ii) above, the effect continues for more than ninetyPurchaser.

Purchaser Events of Default. The following events shall be events of default by the Purchaser (each a “Purchaser Event of Default”); provided, however, that no such event shall be a Purchaser Event of Default if it is caused in whole or material part by (i) a breach of or a default by the Seller’s breach or default Seller under or of this Agreement (including any Seller Event of Default), the GOP Implementation Agreement, [or the Site Lease AJ&K Implementation Agreement]34 or (ii) Water Use Agreement, or if it occurs as a result of a Force Majeure Event:Event (except in the case of Section16.2(b)): (a) A breach by as a result of the amalgamation, reorganization, reconstruction or privatization of the Purchaser pursuant to the Laws of its Pakistan, the Purchaser’s obligations under Section 19.9:this Agreement (or those of any successor to the Purchaser): (i) cease to be guaranteed under the Guarantee or cease to be guaranteed on terms and conditions which in the reasonable business judgment of the Seller (taking into account, inter alia, the creditworthiness of the guarantor) provide an acceptable alternative to the Guarantee; or (b) Failure (ii) are assigned or transferred pursuant to the Laws of Pakistan or contractually assumed by an entity or entities (in whole or in part) which does not or do not have the legal capacity to perform such obligations or such entity’s or entities’ obligations are not guaranteed by the GOP pursuant to the Guarantee or cease to be guaranteed on terms and conditions which in the reasonable business judgment of the Seller (taking into account, inter alia, the creditworthiness of the guarantor) provide an acceptable alternative to the Guarantee;the Purchaser’s failure to pay any undisputed (or following the resolution of such dispute in favour of the Seller) amount due from it under the provisions of Section 9.4 9.8 of this Agreement by the Due and Payable Date for the relevant amount, invoice or to make any other payment when required to be made, that, in each case, that is not remedied within thirty-five (535) Business Days following notice from the Seller’s notice Seller to the Purchaser stating that a payment default has occurred and is continuing, continuing and describing such payment default in reasonable detail; provided, however, that Purchaser’s failure to pay any undisputed amount shall not become a Purchaser Event of Default so long as the Escrow facility is in place, and the Escrow Account has sufficient available funds to pay the undisputed amount.; (c) Failure to maintain the Escrow facility in place, or, following any draw on the Escrow Account by Seller for an undisputed amount not paid by the Due and Payable Date for the relevant amount, failure to reinstate the Escrow Account balance to the required amount, in either case within ten (10) Business Days of Seller’s notice to the Purchaser that the Escrow was either not in place or that Seller made a draw on the Escrow. Except except for the purpose of an amalgamation or restructuring that does not affect the ability of the amalgamated or restructured entity, as the case may be, to perform its obligations under this AgreementAgreement and provided the obligations of the amalgamated or restructured entity, as the case may be, continue to be guaranteed under the Guarantee, or continue to be guaranteed on terms and conditions which in the Seller’s reasonable business judgment (taking into account, inter alia, the creditworthiness of the guarantor) provide an acceptable alternative to the Guarantee, the occurrence of any of the following events: (i) any proceeding being validly instituted under the Laws of Afghanistan Pakistan for the dissolution of the Purchaser that is not stayed or suspended within ninety (90) Days; unless provided, that, if, within seven (7) days of the Purchaser becoming aware of such proceedings being filed, the Purchaser: (A) confirms to the Seller that such proceedings relate to the recovery of a claim against the Purchaser that is disputed bona fide by the Purchaser as payable, and (B) furnishes a certificate by its external auditors to the effect that the Purchaser is and will remain solvent despite any the payment of the claim (if required) that is subject to the subject of the said insolvency proceedings, then, in such case, the Seller shall not exercise its right of termination until such time that the said certificate by the auditors is revoked or otherwise ceases to remain accurate; (ii) any the passing of a resolution for dissolution or winding-up of the Purchaser; (iii) the voluntary filing by the Purchaser of a winding-up petition; (iv) the appointment of a provisional liquidator in a proceeding for the winding-up of the Purchaser after notice to the Purchaser and due hearing, which appointment has not been set aside or stayed within ninety (90) Days of such appointment; or (iiiv) the making by a court with jurisdiction over the Purchaser of an order winding- winding-up the Purchaser that is not stayed or reversed by a court of competent jurisdiction within ninety (90) Days.; (d) Any material any statement, representation, representation or warranty made by the Purchaser in this Agreement proving to have been incorrect incorrect, in any material respect respect, when made or when reaffirmed, reaffirmed and such incorrect statement, representation, representation or warranty having a material adverse effect on the Purchaser’s ability to perform its obligations under this Agreement or having a material adverse effect on the Seller’s rights or obligations hereunder.of the Seller under this Agreement; (e) Any any material breach or material default by the Purchaser of this Agreement (other than any breach or default referred to in the other sub-sections of this Section 16.2) that which is not remedied within thirty (30) Days after notice from the Seller to the Purchaser Purchaser, stating that a material breach or default has occurred under this Agreement and is continuing, and identifying the material breach or default in question in reasonable detail.; (f) Any any material default by the GOP under the Implementation Agreement or the Guarantee, which default has not been remedied by the GOP within thirty (30) Days after delivery by the Seller to the Purchaser of a copy of the notice sent by the Seller to the GOP, which notice shall state that a material default has occurred under the Implementation Agreement or Guarantee, as the case may be, and is continuing, and identify the breach or default in question in reasonable detail; (g) any Change in Law renderingmaking, as a result of such change: (i) any material undertaking or obligation of of: (A) the Purchaser under this Agreement; or (B) the GOP under the Implementation Agreement or the Guarantee, unenforceable, invalid, or void; or (ii) it unlawful for the Seller to make or receive any payment, to perform any obligation or to enjoy or to enforce any material right or material benefit under this Agreement, where in the case of clause (i) or clause (ii) above, the effect continues for more than ninetyone hundred and eighty (80) Days; provided always that, a Purchaser Event of Default under sub-clause (i) or clause (ii) shall not be deemed to have occurred for as long as the Purchaser is making the payments to the Seller under [Section 15.6(a)(ii) or Section 15.8(c)], as the case may be; (h) the failure by the Purchaser to complete and commission the Purchaser Interconnection Facilities within one hundred and fifty-five (155) Days following the Required Commercial Operations Date; (i) tampering on three (3) or more separate occasions by the Purchaser or its Contractors or their employees acting in the course of their employment with the Flow Meters, the Metering System or the Back-Up Metering System; or (j) the revocation or termination of [the AJ&K Implementation Agreement or]35 the Water Use Agreements by the Seller due to a default or breach by the [GOAJK or the Council or] the Provincial Government (as applicable) thereunder, following the exhaustion of any cure rights of [the GOAJK or the Council or] the Provincial Government (as applicable) thereunder.