Common use of Remedies for Event of Default Clause in Contracts

Remedies for Event of Default. Upon the occurrence of an Event of Default, and at any time thereafter after the applicable period for cure has lapsed, if any, the Non-Triggering Members may upon written notice (a “Default Notice”) to the Triggering Member, at its option, exercise any one or more of the following remedies: (a) Cause the Company to market and sell its assets and properties to a third party for such prices and on such terms as the Non-Triggering Member deems appropriate, without the need for approval of the Triggering Member; (b) Dissolve the Company in accordance with Article XIII, without the need for approval of the Triggering Member; (c) Exercise, in its sole discretion, the Company’s right to terminate any Related Party Agreement between the Company and Triggering Member, or any Affiliate of the Triggering Member; (d) Remove the Triggering Member’s designated Manager, without the approval of the Triggering Member and, upon such removal, the Triggering Member shall cease to have any right to designate a Manager pursuant to Section 6.02; (e) In the case of an Event of Default under Section 10.01(d), to purchase the Interests of the Triggering Member in accordance with the provisions of Section 11.10; and (f) In the case of an Event of Default under Section 10.01(f) by the Triggering Member, to purchase the Interest of the Triggering Member for an amount equal to the Triggering Member’s unreturned Capital Contributions (the “Default Purchase Price”). In the event of a sale of the Triggering Member’s Interest pursuant to this Section 10.02(f), the closing of such purchase and sale shall occur within fifteen (15) days of the Triggering Member’s receipt of the Default Notice at the principal offices of the Company. The Default Purchase Price shall be paid at the closing by wire transfer of immediately available funds. At the closing, the Triggering Member shall deliver to the Non-Triggering Member such customary agreements, certificates and/or instruments as the Non-Triggering Member may reasonably request, duly executed, transferring title to such Interests to the Non-Triggering Member, free and clear of all liens an encumbrances.

Remedies for Event of Default. Upon the occurrence of an Event of Default, and at any time thereafter after the applicable period for cure has lapsed, if any, the Non-Non- Triggering Members may upon written notice (a “Default Notice”) to the Triggering Member, at its option, exercise any one or more of the following remedies: (a) Cause the Company to market and sell its assets and properties to a third party for such prices and on such terms as the Non-Triggering Member deems appropriate, without the need for approval of the Triggering Member; (b) Dissolve the Company in accordance with Article XIII, without the need for approval of the Triggering Member; (c) Exercise, in its sole discretion, the Company’s right to terminate any Related Party Agreement between the Company and Triggering Member, or any Affiliate of the Triggering Member; (d) Remove the Triggering Member’s designated Manager, without the approval of the Triggering Member and, upon such removal, the Triggering Member shall cease to have any right to designate a Manager pursuant to Section 6.02; (e) In the case of an Event of Default under Section 10.01(d), to purchase the Interests of the Triggering Member in accordance with the provisions of Section 11.10; and (f) In the case of an Event of Default under Section 10.01(f) by the Triggering Member, to purchase the Interest of the Triggering Member for an amount equal to the Triggering Member’s unreturned Capital Contributions (the “Default Purchase Price”). In the event of a sale of the Triggering Member’s Interest pursuant to this Section 10.02(f), the closing of such purchase and sale shall occur within fifteen (15) days of the Triggering Member’s receipt of the Default Notice at the principal offices of the Company. The Default Purchase Price shall be paid at the closing by wire transfer of immediately available funds. At the closing, the Triggering Member shall deliver to the Non-Triggering Member such customary agreements, certificates and/or instruments as the Non-Triggering Member may reasonably request, duly executed, transferring title to such Interests to the Non-Triggering Member, free and clear of all liens an encumbrances.

Remedies for Event of Default. Upon the occurrence of an Event of Default, and at any time thereafter after the applicable period for cure has lapsed, if any, the Non-Triggering Members may upon written notice (a “Default Notice”) to the Triggering Member, at its option, exercise any one or more of the following remedies: (a) Cause the Company to market and sell its assets and properties to a third party for such prices and on such terms as the Non-Triggering Member deems appropriate, without the need for approval of the Triggering Member; (b) Dissolve the Company in accordance with Article XIII, without the need for approval of the Triggering Member; (c) Exercise, in its sole discretion, the Company’s right to terminate any Related Party Agreement between the Company and Triggering Member, or any Affiliate of the Triggering Member; (d) Remove the Triggering Member’s designated Manager, without the approval of the Triggering Member and, upon such removal, the Triggering Member shall cease to have any right to designate a Manager pursuant to Section 6.02; (e) In the case of an Event of Default under Section 10.01(d), to purchase the Interests of the Triggering Member in accordance with the provisions of Section 11.10; and (fe) In the case of an Event of Default under Section 10.01(f) by the Triggering Member, to purchase the Interest of the Triggering Member for an amount equal to the Triggering Member’s unreturned Capital Contributions (the “Default Purchase Price”). In the event of a sale of the Triggering Member’s Interest pursuant to this Section 10.02(f10.02(e), the closing of such purchase and sale shall occur within fifteen (15) days of the Triggering Member’s receipt of the Default Notice at the principal offices of the Company. The Default Purchase Price shall be paid at the closing by wire transfer of immediately available funds. At the closing, the Triggering Member shall deliver to the Non-Triggering Member such customary agreements, certificates certificates, and/or instruments as the Non-Triggering Member may reasonably request, duly executed, transferring title to such Interests to the Non-Triggering Member, free and clear of all liens an encumbrances.

Remedies for Event of Default. Upon Subject to the penultimate sentence of Section 3.7 with respect to the Events of Default set forth in Section 16(a) and 16(b) or an Event of Default set forth in Section 16(k) in consequence of an Event of Default set forth in Section 16(a) or 16(b) of the Operating Foundation Agreement, upon the occurrence of any Event of Default and at any time thereafter so long as the same shall be continuing, the Facility Owner may, at its option, declare this Operating Equipment Agreement to be in default by a written notice to Old Dominion; PROVIDED that upon the occurrence of an Event of DefaultDefault described in paragraph (k) or (l) of Section 16, this Operating Equipment Agreement shall automatically be deemed to be in default without the need for giving any notice; and at any time thereafter after the applicable period for cure has lapsedthereafter, if anyso long as Old Dominion shall not have remedied all outstanding Events of Default, the Non-Triggering Members Facility Owner may upon written notice (a “Default Notice”) to the Triggering Member, at its option, exercise any do one or more of the following remediesas the Facility Owner in its sole discretion shall elect, to the extent permitted by, and subject to compliance with any mandatory requirements of, Applicable Law then in effect: (a) Cause the Company proceed by appropriate court action or actions, either at law or in equity, to market and sell its assets and properties to a third party for such prices and on such terms as the Non-Triggering Member deems appropriate, without the need for approval enforce performance by Old Dominion of the Triggering Memberapplicable covenants and terms of this Operating Equipment Agreement or to recover damages for breach thereof; (b) Dissolve by notice in writing to Old Dominion, terminate this Operating Equipment Agreement and Old Dominion's Unit 2 Interest whereupon all right of Old Dominion to the Company possession and use of the Equipment Interest under this Operating Equipment Agreement shall absolutely cease and terminate but Old Dominion shall remain liable as hereinafter provided; and thereupon, the Facility Owner may demand that Old Dominion, and Old Dominion shall, upon written demand of the Facility Owner and at Old Dominion's expense, forthwith return constructive possession of the Equipment Interest to the Facility Owner or its order in the manner and condition required by, and otherwise in accordance with Article XIII, without the need for approval all of the Triggering Memberprovisions of Sections 5.2 and 5.3, except those provisions relating to periods of notice; and the Facility Owner may thenceforth hold, possess and enjoy the same free from any right of Old Dominion, or its successor or assigns, to use the Equipment Interest for any purpose whatever; (c) Exercisesell the Facility Owner's Unit 2 Interest at public or private sale, as the Facility Owner may determine, free and clear of any rights of Old Dominion under this Operating Equipment Agreement and without any duty to account to Old Dominion with respect to such sale or for the proceeds thereof (except to the extent required by paragraph (e) below if the Facility Owner elects to exercise its rights under said paragraph and by Applicable Law), in which event Old Dominion's obligation to pay Basic Payment hereunder due for any periods subsequent to the date of such sale shall terminate (except to the extent that Basic Payments and other Equipment Payments are to be included in computations under paragraph (e) or (f) below if the Facility Owner elects to exercise its sole discretion, the Company’s right to terminate any Related Party Agreement between the Company and Triggering Member, or any Affiliate rights under either of the Triggering Membersaid paragraphs); (d) Remove hold, keep idle or lease to others the Triggering Member’s designated ManagerFacility Owner's Unit 2 Interest as the Facility Owner in its sole discretion may determine, free and clear of any rights of Old Dominion under this Operating Equipment Agreement and without any duty to account to Old Dominion with respect to such action or inaction or for any proceeds with respect thereto, except that Old Dominion's obligation to pay Basic Payment with respect to the approval Equipment Interest due for any periods subsequent to the date upon which Old Dominion shall have been deprived of possession and use of the Triggering Member and, upon such removal, the Triggering Member shall cease to have any right to designate a Manager Equipment Interest pursuant to this Section 6.0217 shall be reduced by the net proceeds, if any, received by the Facility Owner from conveying the Facility Owner's Unit 2 Interest (and allocable to the Equipment Interest in accordance with the definition of Fair Market Sales Value) to any Person other than Old Dominion; (e) In whether or not the case Facility Owner shall have exercised, or shall thereafter at any time exercise, any of an Event its rights under paragraph (b) above with respect to the Facility Owner's Unit 2 Interest, the Facility Owner, by written notice to Old Dominion specifying a Termination Date that shall be not earlier than 10 days after the date of Default under Section 10.01(dsuch notice, may demand that Old Dominion pay to the Facility Owner, and Old Dominion shall pay to the Facility Owner, on the Termination Date specified in such notice, any unpaid Basic Payment due before such Termination Date and, if such Termination Date shall be a Payment Date, any Basic Payment (to the extent payable in arrears) due and payable on such Payment Date, plus as liquidated damages for loss of a bargain and not as a penalty (in lieu of the Basic Payment due after the Termination Date specified in such notice), (i) an amount equal to purchase the Interests excess, if any, of the Triggering Member Termination Value computed as of the Termination Date specified in such notice over the Fair Market Sales Value of the Facility Owner's Unit 2 Interest allocable to the Equipment Interest in accordance with the provisions definition of Fair Market Sales Value as of the Termination Date specified in such notice; or (ii) an amount equal to the Termination Value computed as of the Termination Date specified in such notice (and, upon payment of such Termination Value by Old Dominion pursuant to this clause (ii) and all other Equipment Payments then due and payable by Old Dominion, the Facility Owner will forthwith transfer the Facility Owner's Unit 2 Interest to Old Dominion in accordance with this Section 11.1017.1(e), Section 17.1 (e) of the Operating Foundation Agreement, Section 10 of the Ground Lease and Sublease and Section 10.1 of each of the Head Agreements on an "as is", "where is" and "with all faults" basis, without representation or warranty other than a warranty as to the absence of Facility Owner's Liens and Owner Participant's Liens, all of its interest in the Facility Owner's Unit 2 Interest and, assuming the Facility Owner and the Owner Participant are in compliance with all of their obligations under the Operative Documents, Old Dominion shall cause the Agent to discharge the Liens of the Loan Agreement and the Leasehold Mortgage and to execute, acknowledge and deliver, and record and file (as appropriate), appropriate releases and all other documents or instructions necessary or desirable to effect the foregoing, all in form and substance reasonably satisfactory to the Facility Owner and at the cost and expense of Old Dominion); and (f) if the Facility Owner shall have sold the Facility Owner's Unit 2 Interest pursuant to paragraph (c) above, the Facility Owner, in lieu of exercising its rights under paragraph (e) above with respect to the Facility Owner's Unit 2 Interest may, if it shall so elect, demand that Old Dominion pay to the Facility Owner, and Old Dominion shall pay to the Facility Owner, as liquidated damages for loss of a bargain and not as a penalty (in lieu of the Basic Payment due for any periods subsequent to the date of such sale), any unpaid Basic Payment due before the date of such sale and, if that date is a Payment Date, the Basic Payment due on that date (to the extent payable in arrears), or, if that date is not a Payment Date, the daily equivalent of Basic Payment for the period from the preceding Payment Date to the date of such sale (to the extent payable in arrears), plus the amount, if any, by which the Termination Value computed as of the Payment Date next preceding the date of such sale or, if such sale occurs on a Payment Date, then computed as of such Payment Date, exceeds the net proceeds of such sale, such sales proceeds apportioned between the Equipment Interest and the Foundation Interest in accordance with the definition of Fair Market Sales Value. In addition, Old Dominion shall be liable, except as otherwise provided above, for any and all unpaid Equipment Payments due hereunder before or during the case exercise of any of the foregoing remedies, and, on an After-Tax Basis, for legal fees and other costs and expenses incurred by reason of the occurrence of any Event of Default under Section 10.01(f) or the exercise of the Facility Owner's remedies with respect thereto, including the repayment in full of any costs and expenses necessary to be expended in connection with the return of the Equipment Interest in accordance with Sections 5.2 and 5.3 hereof, including, without limitation, any costs and expenses incurred by the Triggering Member, to purchase the Interest of the Triggering Member for an amount equal to the Triggering Member’s unreturned Capital Contributions (the “Default Purchase Price”). In the event of a sale of the Triggering Member’s Interest pursuant to this Section 10.02(f)Facility Owner, the closing of such purchase and sale shall occur within fifteen (15) days of the Triggering Member’s receipt of the Default Notice at the principal offices of the Company. The Default Purchase Price shall be paid at the closing by wire transfer of immediately available funds. At the closingOwner Participant, the Triggering Member shall deliver Agent or any Lender in connection with retaking constructive possession of, or in repairing, the Equipment Interest in order to the Non-Triggering Member such customary agreements, certificates and/or instruments as the Non-Triggering Member may reasonably request, duly executed, transferring title cause it to such Interests to the Non-Triggering Member, free and clear of be in compliance with all liens an encumbrancesmaintenance standards imposed by this Operating Equipment Agreement.

Remedies for Event of Default. (a) Upon the occurrence of an Event of Default, and at any time thereafter after during the applicable period for cure has lapsed, if any, the Non-Triggering Members may upon written notice (a “Default Notice”) to the Triggering Member, at its option, exercise any one or more of the following remedies: (a) Cause the Company to market and sell its assets and properties to a third party for such prices and on such terms as the Non-Triggering Member deems appropriate, without the need for approval of the Triggering Member; (b) Dissolve the Company in accordance with Article XIII, without the need for approval of the Triggering Member; (c) Exercise, in its sole discretion, the Company’s right to terminate any Related Party Agreement between the Company and Triggering Member, or any Affiliate of the Triggering Member; (d) Remove the Triggering Member’s designated Manager, without the approval of the Triggering Member and, upon such removal, the Triggering Member shall cease to have any right to designate a Manager pursuant to Section 6.02; (e) In the case continuance of an Event of Default under Section 10.01(dwith respect to a Party (the “Defaulting Party”), to purchase the Interests other Parties (the “Non-Defaulting Party”) may in their sole discretion do any or all of the Triggering Member in accordance with following: (i) notify the provisions of Section 11.10; and (f) In the case Defaulting Party of an early termination date (which shall be no earlier than the date of such notice) on which the obligation to sell or purchase Concentrate under this Agreement (with respect to such Non-Defaulting Party) shall terminate (the “Early Termination Date”), (ii) withhold any payments due to the Defaulting Party until such Event of Default under Section 10.01(f) by is cured, (iii)subject to the Triggering MemberIntercreditor Agreements, direct the Collateral Agents to purchase the Interest realize upon all or any part of the Triggering Member for Security, or (iv) suspend performance of its obligations under this Agreement until such Event of Default is cured. If a notice of an amount equal to Early Termination Date is given under this Section 15.4(a), the Triggering Member’s unreturned Capital Contributions (Early Termination Date will occur on the “designated date, whether or not the relevant Event of Default Purchase Price”)is then continuing. In the event of a sale Seller Event of Default pursuant to Section 15.2(b) where Applicable Laws of insolvency provide for an automatic stay of termination of contracts, the Early Termination Date shall be deemed to have occurred on the Business Day prior to such Insolvency Event. (b) Upon the occurrence of an Early Termination Date, such Non-Defaulting Party shall in good faith calculate its Gains, or Termination Losses and Costs, resulting from the termination of the Triggering Member’s Interest pursuant to this Section 10.02(ftransactions(s) contemplated hereunder (the “Terminated Transaction(s)”), aggregate such Gains, Termination Losses and Costs with respect to the closing Terminated Transactions into a single net amount (the “Early Termination Amount”), and then notify the Defaulting Party of the net amount owed or owing, giving full details of how such purchase amount has been calculated. The Non-Defaulting Party will calculate its Gains, Termination Losses and sale shall occur Costs as of the Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter that is reasonably practicable. If the Non-Defaulting Party’s aggregate Termination Losses and Costs exceed its aggregate Gains, the Defaulting Party shall, within fifteen five (155) days of the Triggering Member’s its receipt of such notice, pay the Default Notice net amount to such Non-Defaulting Party, including interest at the principal offices of Interest Rate from the Company. The Default Purchase Price shall be paid at the closing by wire transfer of immediately available funds. At the closingEarly Termination Date until paid, the Triggering Member shall deliver plus any other amounts due and owing under this Agreement (or otherwise) to the Non-Triggering Member Defaulting Party; provided that (A) any such customary agreementscalculation shall include the net present value of the Purchasers’ rights under this Agreement, certificates and/or instruments as at the day prior to the Early Termination Date, to purchase Concentrate containing the Payable Molybdenum that, but for the termination of this Agreement, would be required to be sold to Purchasers under this Agreement utilizing a discount rate of 6%, (B) such calculation shall apply 2.5% of the Forecast Molybdenum Prices over the Term of this Agreement as in effect on the day prior to the Early Termination Date, and (C) for the purposes of determining the amount of Payable Molybdenum which would have been sold the Purchasers under this Agreement for any particular Contract Year, the greater of (1) the estimated annual molybdenum production for such Contract Year, as set forth in the life of mine plan for the Project, as then in effect, and (2) 1,500 tonnes of Payable Molybdenum per annum for the Term, shall apply. Prior to the commencement of sales of Concentrate from the Project where there is no life of mine plan for the Project the net present value of the Purchasers’ rights under this Agreement, as at the day prior to the Early Termination Date, shall be calculated assuming the commencement of the first Contract Year as at December 31, 2027 and 1,500 tonnes of Payable Molybdenum per annum for the Term. If the Non-Triggering Member Defaulting Party’s aggregate Gains exceed its aggregate Termination Losses and Costs, if any, resulting from such early termination, the Non-Defaulting Party shall, after giving effect to any setoff rights set out below, pay the net amount without interest to the Defaulting Party on the date twenty (20) days after the Early Termination Date, unless a Seller Group Entity is the Non-Defaulting Party pursuant to a Purchaser Event of Default pursuant to Section 15.3(a)(ii), in which case the Non Defaulting shall not be required to make any payment in respect of the net amount. If an Event of Default occurs, or an Early Termination Date is established, a Non-Defaulting Party may reasonably request, duly executed, transferring title to such Interests (at its election) setoff any or all amounts which the Defaulting Party owes to the Non-Triggering MemberDefaulting Party or its Affiliates under this Agreement against any or all amounts which the Non-Defaulting Party owes to the Defaulting Party under this Agreement. Each Party stipulates that the payment obligations set forth in this Article 15 for the damages incurred are a reasonable approximation of the anticipated harm or loss and acknowledges the difficulty of estimation of actual damages. Each Party hereby waives the right to contest such payments as unenforceable, free a penalty or otherwise. No Party shall be entitled to recover any additional damages as a consequence of such harm or loss. The provisions of Section 15.4 do not limit the equitable remedies available to each Party. (c) A Purchaser Event of Default with respect to a Purchaser shall not be a Purchaser Event of Default with respect to any other Purchaser. A Seller Event of Default shall entitle each Purchaser to severally terminate its rights under this Agreement, and clear of all liens an encumbrancesthis Agreement shall, with respect to the Seller and the non-terminating Purchaser(s) continue to be in full force and effect with respect to the non-terminating Purchaser(s)’s Share.

Remedies for Event of Default. (a) Upon the occurrence of an Event of Default, and at any time thereafter after during the applicable period for cure has lapsed, if any, the Non-Triggering Members may upon written notice (a “Default Notice”) to the Triggering Member, at its option, exercise any one or more of the following remedies: (a) Cause the Company to market and sell its assets and properties to a third party for such prices and on such terms as the Non-Triggering Member deems appropriate, without the need for approval of the Triggering Member; (b) Dissolve the Company in accordance with Article XIII, without the need for approval of the Triggering Member; (c) Exercise, in its sole discretion, the Company’s right to terminate any Related Party Agreement between the Company and Triggering Member, or any Affiliate of the Triggering Member; (d) Remove the Triggering Member’s designated Manager, without the approval of the Triggering Member and, upon such removal, the Triggering Member shall cease to have any right to designate a Manager pursuant to Section 6.02; (e) In the case continuance of an Event of Default under Section 10.01(dwith respect to a Party (the “Defaulting Party”), to purchase the Interests other Parties (the “Non-Defaulting Party”) may in their sole discretion do any or all of the Triggering Member in accordance with following: (i) notify the provisions of Section 11.10; and (f) In the case Defaulting Party of an early termination date (which shall be no earlier than the date of such notice) on which the obligation to sell or purchase Concentrate under this Agreement (with respect to such Non-Defaulting Party) shall terminate (the “Early Termination Date”), (ii) withhold any payments due to the Defaulting Party until such Event of Default under Section 10.01(f) by is cured, (iii)subject to the Triggering MemberIntercreditor Agreements, direct the Collateral Agents to purchase the Interest realize upon all or any part of the Triggering Member for Security, or (iv) suspend performance of its obligations under this Agreement until such Event of Default is cured. If a notice of an amount equal to Early Termination Date is given under this Section 15.4(a), the Triggering Member’s unreturned Capital Contributions (Early Termination Date will occur on the “designated date, whether or not the relevant Event of Default Purchase Price”)is then continuing. In the event of a sale Seller Event of Default pursuant to Section 15.2(b) where Applicable Laws of insolvency provide for an automatic stay of termination of contracts, the Early Termination Date shall be deemed to have occurred on the Business Day prior to such Insolvency Event. (b) Upon the occurrence of an Early Termination Date, such Non-Defaulting Party shall in good faith calculate its Gains, or Termination Losses and Costs, resulting from the termination of the Triggering Member’s Interest pursuant to this Section 10.02(ftransactions(s) contemplated hereunder (the “Terminated Transaction(s)”), aggregate such Gains, Termination Losses and Costs with respect to the closing Terminated Transactions into a single net amount (the “Early Termination Amount”), and then notify the Defaulting Party of the net amount owed or owing, giving full details of how such purchase amount has been calculated. The Non-Defaulting Party will calculate its Gains, Termination Losses and sale shall occur Costs as of the Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter that is reasonably practicable. If the Non-Defaulting Party’s aggregate Termination Losses and Costs exceed its aggregate Gains, the Defaulting Party shall, within fifteen five (155) days of the Triggering Member’s its receipt of such notice, pay the Default Notice net amount to such Non-Defaulting Party, including interest at the principal offices of Interest Rate from the Company. The Default Purchase Price shall be paid at the closing by wire transfer of immediately available funds. At the closingEarly Termination Date until paid, the Triggering Member shall deliver plus any other amounts due and owing under this Agreement (or otherwise) to the Non-Triggering Member Defaulting Party; provided that (A) any such customary agreementscalculation shall include the net present value of the Purchasers’ rights under this Agreement, certificates and/or instruments as at the day prior to the Early Termination Date, to purchase Concentrate containing the Payable Metals that, but for the termination of this Agreement, would be required to be sold to Purchasers under this Agreement utilizing a discount rate of 6%, (B) such calculation shall apply 2.5% of the Forecast Metals Prices over the Term of this Agreement as in effect on the day prior to the Early Termination Date, (C) for the purposes of determining the amount of Payable Copper which would have been sold the Purchasers under this Agreement for any particular Contract Year, the greater of (1) the estimated annual copper production for such Contract Year, as set forth in the life of mine plan for the Project, as then in effect, and (2) 30,000 tonnes of Payable Copper per annum for the Term, shall apply, (D) for the purposes of determining the amount of Payable Gold which would have been sold to the Purchasers under this Agreement for any particular Contract Year, the amount of gold which, based on the Concentrate Specifications would be contained in that amount of Concentrate needed to yield the Payable Copper amount calculated pursuant to clause (C) shall apply, and (E) for the purposes of determining the amount of Payable Silver which would have been sold to the Purchasers under this Agreement for any particular Contract Year, the amount of silver which, based on the Concentrate Specifications would be contained in that amount of Concentrate needed to yield the Payable Copper amount calculated pursuant to clause (C) shall apply. Prior to the commencement of sales of Concentrate from the Project where there is no life of mine plan for the Project the net present value of the Purchasers’ rights under this Agreement, as at the day prior to the Early Termination Date, shall be calculated assuming the commencement of the first Contract Year as at December 31, 2027 and 30,000 tonnes of Payable Copper per annum for the Term. If the Non-Triggering Member Defaulting Party’s aggregate Gains exceed its aggregate Termination Losses and Costs, if any, resulting from such early termination, the Non-Defaulting Party shall, after giving effect to any setoff rights set out below, pay the net amount without interest to the Defaulting Party on the date twenty (20) days after the Early Termination Date, unless a Seller Group Entity is the Non-Defaulting Party pursuant to a Purchaser Event of Default pursuant to Section 15.3(a)(ii), in which case the Non Defaulting shall not be required to make any payment in respect of the net amount. If an Event of Default occurs, or an Early Termination Date is established, a Non-Defaulting Party may reasonably request, duly executed, transferring title to such Interests (at its election) setoff any or all amounts which the Defaulting Party owes to the Non-Triggering MemberDefaulting Party or its Affiliates under this Agreement against any or all amounts which the Non-Defaulting Party owes to the Defaulting Party under this Agreement. Each Party stipulates that the payment obligations set forth in this Article 15 for the damages incurred are a reasonable approximation of the anticipated harm or loss and acknowledges the difficulty of estimation of actual damages. Each Party hereby waives the right to contest such payments as unenforceable, free a penalty or otherwise. No Party shall be entitled to recover any additional damages as a consequence of such harm or loss. The provisions of Section 15.4 do not limit the equitable remedies available to each Party. (c) A Purchaser Event of Default with respect to a Purchaser shall not be a Purchaser Event of Default with respect to any other Purchaser. A Seller Event of Default shall entitle each Purchaser to severally terminate its rights under this Agreement, and clear of all liens an encumbrancesthis Agreement shall, with respect to the Seller and the non-terminating Purchaser(s) continue to be in full force and effect with respect to the non-terminating Purchaser(s)’s Share.