Seller Events of Default Clause Samples
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Seller Events of Default. The following events shall be events of default by the Seller (each a “Seller Event of Default”); provided, however, that no such event shall be a Seller Event of Default if it is caused in whole or material part by (i) a breach of or default under this Agreement by the Purchaser, (ii) a breach of or default under the Site Lease by the Purchaser or (iv) a Force Majeure Event (except for a failure to pay an amount owed, in the case of Section 16(c):
(a) The Seller’s failure:
(i) to achieve the Construction Start within five (5) Business Days following Financial Closing;
(ii) to achieve the Commercial Operations Date not later than sixty (60) Days after the Required Commercial Operations Date; or
(iii) following the Commercial Operations Date, to deliver in any Agreement Year Net Delivered Energy and NPMV in an amount less than eighteen thousand five hundred megawatt hours (18,500MWh).
(b) Following the Commercial Operations Date, an Abandonment without the Purchaser’s prior written consent that continues for thirty (30) consecutive Days; provided, however, the an Abandonment shall not be deemed to be in effect so long as Seller is using all reasonable efforts to regain control of the Facility or reinstate its commercial operations.
(c) The Seller’s failure:
(i) to pay any undisputed (or following the resolution of a Dispute in favour of the Purchaser) amount due from it under the provisions of Section 9.4 by the Due and Payable Date for the relevant amount, or to make any other payment when required to be made, in each case, that is not remedied within five (5) Business Days following the Purchaser’s notice to the Seller, stating that a payment default has occurred and is continuing and describing the payment default in reasonable detail; or
(ii) to post and, thereafter, to maintain security in the amount required under Section
Seller Events of Default. Each of the following shall be considered a default by Seller (each such event being called a “Seller Event of Default”):
25.1.1 Seller defaults in any respect in the observance or performance of any material obligation hereunder, including, but not limited to, failure to make a payment when due, failure by Seller to provide adequate security, or breach by Seller of a representation or warranty, and Seller has not cured such default within thirty (30) days after written notice from Purchaser specifying the default and demanding that the same be remedied; provided that if Seller has commenced reasonable efforts to cure the default within such thirty (30) days (and the default is such that it could reasonably be expected to be possible to cure) and continues to diligently pursue those efforts, then Seller shall have an additional thirty (30) days in which to cure the default;
25.1.2 Seller’s failure to cure any material default under any material Facility financing agreement or other material debt instrument entered into by Seller if Seller has failed to cure the default within the time allowed for a cure under such agreement or instrument unless the event out of which the asserted default arose is in formal arbitration pursuant to an arbitration clause in an agreement of which Seller is a party, or litigation;
25.1.3 Seller’s failure to achieve the Construction Commencement Date by the Guaranteed Construction Commencement Date;
25.1.4 Seller’s failure to cause the Facility to achieve the Commercial Operation Date within fourteen (14) months after the Guaranteed Commercial Operation Date;
25.1.5 A Material Adverse Change has occurred with respect to Seller and Seller fails to provide such performance assurances as are reasonably requested by Purchaser within thirty (30) days from the date of such request;
25.1.6 Seller files a petition commencing a voluntary case under the Bankruptcy Code, or for liquidation, reorganization, or an arrangement pursuant to any other federal or state bankruptcy law, or is adjudicated a debtor or be declared bankrupt or insolvent under the Bankruptcy Code, or any other federal or state law as now or hereafter in effect relating to bankruptcy, insolvency, winding-up, or adjustment of debts, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due, or if a petition commencing an involuntary case under the Bankruptcy Code or an answer proposing the adjudic...
Seller Events of Default. Each of the following events shall be events of +default by the Seller (each a "Seller Event of Default"), which, if not cured within the time permitted (if any) under Clause 19.3, shall give rise to the right on the part of the Purchaser to terminate this Agreement pursuant to Clause 19.3.3:
19.1.1 the failure of the Seller to post the Construction Security in accordance with Clause 12.4.1 on or before Financial Closing;
19.1.2 the failure of the Seller to achieve the Commencement of Construction within ninety (90)Days after Financial Closing;
19.1.3 the Abandonment by the Seller of the construction of the Plant after the Commencement of Construction without the written consent of the Purchaser;
19.1.4 the failure of the Seller to achieve the Commercial Operations Date within one hundred and eighty (180) Days after the Required Commercial Operations Date;
19.1.5 the failure of the Seller to provide or replenish the Operations Security in accordance with Clause 12.4.2 of this Agreement;
19.1.6 the Abandonment by the Seller of the operation of the Plant without the written consent of the Purchaser;
19.1.7 the failure of the appointment or replacement by the Seller of a Construction Contractor or an O&M Contractor or any [material] amendment to or waiver of any terms of the Construction Contract or the O&M Contract without the prior consent of the Purchaser;
19.1.8 the assignment or transfer of this Agreement or an assignment, transfer or acquisition in breach of Clause 21.1or 21.2 of this Agreement;
19.1.9 any failure by the Seller to make any payment or payments required to be made by it under this Agreement within thirty five (35) Days after the Seller is given notice that the payment was not made by the due date for payment;
19.1.10 except for the purpose of amalgamation, reorganization or reconstruction (provided that such amalgamation, reorganization or reconstruction does not affect the ability of the amalgamated, reorganized or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events:
19.1.10.1 the passing of a resolution by the owners of the Seller for the winding up of the Seller;
19.1.10.2 the admission in writing by the Seller of its inability generally to pay its debts as they become due;
19.1.10.3 the appointment of a provisional manager, trustee, liquidator or similar person in a winding up proceeding after notice to the Seller and due hearing; or
19.1.10.4 the ma...
Seller Events of Default. In addition to the foregoing, the occurrence with respect to Seller of any of the following events or conditions constitutes an event of default with respect to such Seller (the events and conditions set forth in Section 9.1(a) and this Section 9.1(b), each an “Event of Default”):
(i) The Project is Abandoned.
(ii) The Monthly Actual Availability of the Storage Facility fails to satisfy the Guaranteed Monthly Availability for [ ] or more months within a rolling [ ] month period.
(iii) The Storage Contract Capacity, as determined by the most recent Storage Contract Capacity Test, is less than the Guaranteed Storage Contract Capacity, which remains uncured for a period of thirty (30) days as shown by a new Storage Capacity Test.
(iv) The Duration as measured by the applicable Storage Contract Capacity Tests is less than [•]10 hours on average in any Contract Year.
(v) The Round-Trip Efficiency is less than the Guaranteed Roundtrip Efficiency and such failure continues for [•]11 days after Seller’s receipt of written notice or discovery of such failure.
(vi) Seller fails to maintain in effect (A) the Interconnection Agreement or (B) any other agreement or any Permit required to receive Charging Energy at the Interconnection Point and deliver Discharing Energy to the Delivery Point in accordance with Applicable Law, and in either case such failure continues for 15 days after Seller’s receipt of written notice or discovery of such failure.
(vii) Seller sells to a Person other than Buyer or diverts for the use of any Person other than Buyer, any of the Product during the Delivery Term.
Seller Events of Default. Each of the following shall constitute an “Event of Default” by Seller:
Seller Events of Default. Any one or more of the following acts or occurrences by the Seller shall constitute an Event of Default under this Commitment:
(a) failure by the Seller to pay the Standby Purchase Commitment Fee or any Reserve Payment, if applicable, in accordance with the terms of this Commitment; or
(b) failure by the Seller to observe or perform any covenant or agreement contained in Section 2.06 herein; or
(c) failure by the Seller to observe or perform any other covenants or agreements set forth in this Commitment or in the Servicing Agreement which continues unremedied for a period of thirty (30) days after the Seller first acquires knowledge or receives notice thereof; or
(d) any covenant, representation, warranty or statement made by the Seller herein or in any certificate delivered in connection herewith shall prove to have been incorrect in any material respect when made; provided that if the incorrect matter as to which such representation or warranty relates is capable of being cured, it shall not constitute an Event of Default hereunder unless the Seller fails to correct such matter within thirty (30) days after the Seller shall first acquire knowledge or receive notice thereof; or
(e) a decree or order of a court or agency or supervisory authority having jurisdiction on the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Seller; or
(f) the Seller consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Seller or all or substantially all of its property; or
(g) the Seller admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations.
Seller Events of Default. 11 . 1 Events of Defa ult Each of the following events or circumstances that is continuing constitutes an event of default by the Seller ( each, a "Seller Event of Default" ), provided that each following event or circumstance that relates to any Guarantor, Security or Security Documents (or any part thereof ) shall be a Seller Event of Default only until the Security Release Date : ( a ) the Seller fails to sell and deliver Refined Gold to the Purchaser on the terms and conditions set forth in this Agreement within two Business Days of the date upon which sale and delivery is required hereunder or the Seller or any Guarantor fails to pay any amount due under this Agreement or the Guarantee, as applicable ; (b) other than as provided for elsewhere in this Section 11 . 1 , the Seller or any Guarantor is in breach or default of any other terms or any of its other covenants or obligations, set forth in this Agreement, any other Stream Document or the Offtake Agreement which breach or default is not remedied within a period of 30 days after the earlier of ( i ) delivery by the Purchaser to the Seller or any Guarantor, as applicable, of written notice of such breach or default, and ( ii ) the date the Seller became aware of or if, earlier, should reasonably have become aware of such breach ; ( ( c ) the Seller or any Guarantor makes any representation or warranty under any Stream Document which is, in any material respect (or in any respect in the case of representations and warranties that are qualified by materiality ), incorrect or incomplete when made or deemed to be made and the circumstance giving rise to such incorrectness or incompleteness are not remedied, if capable of remedy, within a period of 30 days after the earlier of ( i ) delivery by the Purchaser to the Seller or any Guarantor, as applicable, of written notice of such incompleteness or incorrectness, and ( ii ) the date the Seller became aware of or if, earlier, should reasonably have become aware of such incompleteness or incorrectness ; (d) the Seller, Blyvoor Operations (for as long as it owns the Tailings Facilities ) or any Guarantor ceases or threatens to cease to carry on its business or admits its inability, or fails, to pay its debts generally as they become due ; 57 L_LIVE_EMEA I :39919175v 17 ( e ) the Seller, Blyvoor Operations (for as long as it owns the Tailings Facilities ) or any Guarantor becomes bankrupt, whether voluntarily or involuntarily, or is or is deemed by any author...
Seller Events of Default. An “Event of Default” shall mean, with respect to Seller (as the “Defaulting Party”), the occurrence of any of the following: 10
Seller Events of Default. The occurrence of any one or more of the following shall constitute an Event of Default of Seller (“Seller Event of Default”):
(a) The Actual Commercial Operation Date has not occurred by the Expected Commercial Operation Date unless such failure is caused by a Force Majeure Event or Purchaser Event of Default;
(b) The failure by Seller to perform any material obligations under this Agreement, unless such failure is caused by a Force Majeure Event or Purchaser Event of Default; provided, however, such failure continues for ninety (90) Business Days (or such additional reasonable period of time if the claimed default cannot be substantially cured through reasonable efforts) after Purchaser shall have given Notice demanding such failure to perform be cured;
Seller Events of Default. Each of the events or circumstances set out below shall constitute a “Seller Event of Default”:
(a) Seller fails to perform or comply with any covenant or agreement contained herein or in any Sale Document to which it is a party, unless within thirty (30) days following written notice from Buyer of such failure Seller cures such failure, to the extent curable;
(b) any of Seller’s representations set forth in Section 16 are not true when made;
(c) Seller is in default of its obligations under any Sale Document;
(d) Seller ceases doing business as a going concern, suspends all or substantially all of its business operations (other than temporary shutdowns due to labor disputes or similar causes beyond the control of Seller), makes an assignment for the benefit of creditors or becomes insolvent, generally does not pay its debts as they become due, or admits in writing its inability to pay its debts; or
(e) Seller (i) petitions for or acquiesces to the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets, (ii) commences any legal proceeding such as bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation available for the relief of financially distressed debtors or (iii) becomes the object of any such proceeding commenced by a third party unless such proceeding is dismissed or stayed within a reasonable period, not to exceed sixty (60) calendar days.