Common use of Seller Events of Default Clause in Contracts

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 adjudication of Seller as a debtor or a bankrupt or proposing its liquidation or reorganization pursuant to the Bankruptcy Code, any other federal or state bankruptcy law is filed in any court and Seller consents to or acquiesces in the filing thereof or such petition or answer is not discharged or denied within thirty (30) days after the filing thereof; or 25.1.7 A custodian, receiver, trustee or liquidator of Seller, or of all or substantially all of the assets of Seller, is appointed in any proceeding brought by Seller, or any such custodian, receiver, trustee, or liquidator is appointed in any proceeding brought against Seller and is not discharged within thirty (30) days after such appointment, or if Seller consents to or acquiesces in such appointment.

Seller Events of Default. Each With respect to Seller: (a) Seller fails to make payment of the following shall be considered any amount payable to Buyer when due under this Agreement, which failure continues for ten (10) Business Days after receipt of written notice of such nonpayment from Buyer; (b) Seller fails to cure a material breach or 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 its obligations under this Agreement or any material obligation hereunder, including, but Purchase Order 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 otherwise specifically addressed in this Section 10.1.2 within thirty (30) days after receipt of written notice of such material breach or default from Purchaser specifying the default and demanding that the same be remediedBuyer; provided provided, that if Seller has commenced such breach or default cannot be remedied with reasonable efforts to cure the default diligence within such thirty (30) days day period, so long as Seller timely commences curing such material breach or default and proceeds with reasonable diligence thereafter to prosecute such cure, than the period for such cure shall be extended for a reasonable period of time not to exceed ninety (and the default is such that it could reasonably be expected to be possible to cure90) and continues to diligently pursue those efforts, then Seller shall have an additional thirty (30) days in which to cure the defaultdays; 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 (c) For at least *** percent (***%) of deliveries made in the default within the time allowed for a cure under such agreement or instrument unless the event out course of which the asserted default arose is in formal arbitration pursuant to an arbitration clause in an agreement of which Seller is a partyone (1) calendar quarter, 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 deliver Products to the Delivery Point on the applicable Scheduled Ship Dates, and, as a result, such performance assurances as Products are reasonably requested by Purchaser not delivered to the applicable Destination Point within thirty *** (30***) days from Business Days of the date of such requestset forth in the Delivery Schedule (subject to delays caused by a Force Majeure Event or the Carrier’s failure that is unrelated to Seller’s late delivery); 25.1.6 (d) Seller files a petition commencing in bankruptcy, files a voluntary case under the Bankruptcy Code, or for liquidation, petition seeking reorganization, arrangement, composition 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 debtssimilar relief, or makes an a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become dueif any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against Seller and not stayed, enjoined or if a petition commencing an involuntary case under the Bankruptcy Code discharged within ninety (90) days; (e) If any representation or an answer proposing the adjudication of warranty made by Seller as a debtor herein was materially false or a bankrupt or proposing its liquidation or reorganization pursuant to the Bankruptcy Codemisleading when made, any other federal or state bankruptcy law is filed in any court and Seller consents fails to remedy such materially false or acquiesces in the filing thereof misleading representation or such petition or answer is not discharged or denied warranty within thirty (30) days after receipt of written notice of the filing thereofparticulars of such materially false or misleading representation or warranty from Buyer; (f) Seller’s breach of or default under Sections 15.2.2, 15.2.3, or 16.3 (no cure period); (g) Seller’s assignment of this Agreement other than in strict compliance with the requirements of Section 18.4 (no cure period); (h) If Seller (i) offers a *** to a customer (and another customer accepts such ***), (ii) fails to notify Buyer in breach of its obligation to do so set forth in Section 3.1.3 such that Buyer discovers the breach either by audit, from a third party or in any other manner, (iii) the foregoing occurs on *** during the Term (no cure period); orand 25.1.7 A custodian(i) Seller fails to issue an Order Acknowledgement as required pursuant to Section 2.1.3 after (i) Buyer resubmits the Purchase Order after five (5) Business Days elapse following the initial Purchase Order, receiver, trustee (ii) five (5) additional Business Days elapse since such resubmission without Buyer’s receipt of the Order Acknowledgement or liquidator of a proper rejection from Seller, or (iii) thereafter, Buyer delivers a notice citing Seller’s breach of all or substantially all Section 2.1.3, and (iv) and such failure to issue an Order Acknowledgement continues for a period of ten (10) additional Business Days after receipt of such notice from Buyer. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the assets of Seller, is appointed in any proceeding brought by Seller, or any such custodian, receiver, trustee, or liquidator is appointed in any proceeding brought against Seller and is not discharged within thirty (30) days after such appointment, or if Seller consents to or acquiesces in such appointmentCommission.

Seller Events of Default. Each The occurrence of any one or more of the following shall be considered a default by constitute an Event of Default of Seller (each such event being called a “Seller Event of Default”): 25.1.1 Seller defaults in any respect in (a) The Actual Commercial Operation Date has not occurred by the observance Expected Commercial Operation Date unless such failure is caused by a Force Majeure Event or performance Purchaser Event of any material obligation hereunder, including, but not limited to, failure to make a payment when due, Default; (b) The failure by Seller to provide adequate securityperform or comply with 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; (c) Gross negligence, fraud, or breach willful misconduct 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 defaultconnection with this Agreement; 25.1.2 Seller’s (d) The failure to cure any material default under any material Facility financing agreement obtain or other material debt instrument entered into by maintain the Required 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 Insurance, all pursuant to an arbitration clause in an agreement of which Section 9.1; (e) Seller becomes insolvent or is a party, or litigation; 25.1.3 Seller’s failure party 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 liquidationbankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up 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 Coderelief of debtors, 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 general assignment for the benefit of creditorscreditors or other similar arrangement or any event occurs or proceedings are taken in any jurisdiction with respect to the Party which has a similar effect (or, if any such actions are initiated by a third party, such action(s) is(are) not dismissed within sixty (60) Days); (f) Any representation or warranty of Seller hereunder proves to be false or misleading in any material respect; (g) The failure or refusal of Seller to establish, obtain, maintain, or admits renew (including to amend or replace the Decommissioning Bond with the updated Decommissioning Amount) in writing its inability a timely manner the Decommissioning Bond in accordance with Section 8.2; (h) Following the Actual Commercial Operation Date, failure to pay its debts generally as they become due, meet or if a petition commencing an involuntary case under achieve the Bankruptcy Code Output Guarantee for the relevant Billing Year during three (3) or an answer proposing the adjudication of Seller as a debtor or a bankrupt or proposing its liquidation or reorganization pursuant to the Bankruptcy Code, any other federal or state bankruptcy law is filed in any court and Seller consents to or acquiesces in the filing thereof or such petition or answer is not discharged or denied within thirty (30) days after the filing thereofmore consecutive Billing Years; or 25.1.7 A custodian(i) Seller abandons the System or discontinues its Services, receiver, trustee or liquidator of Seller, or of all or substantially all of the assets of Seller, is appointed other than pursuant to its right to suspend performance due to a Force Majeure Event in any proceeding brought by Seller, or any such custodian, receiver, trustee, or liquidator is appointed in any proceeding brought against Seller and is not discharged within thirty (30) days after such appointment, or if Seller consents to or acquiesces in such appointmentaccordance with Section 11.1.

Seller Events of Default. Each of the following shall be considered a constitute an event of default by Seller (each such event being called a “Seller Event of Default”): 25.1.1 Seller defaults in any respect in (i) 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 make any payment of a representation or warranty, and Seller has not cured such default any sum due to SSS hereunder within thirty fifteen (3015) days Days after receipt of written notice from Purchaser specifying SSS that such payment is overdue, which notice shall specify the default and demanding that the same be remedied; provided that if Seller has commenced payment failure in 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 defaultdetail; 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 (ii) the default within the time allowed for appointment of 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 adjudication of Seller as a debtor or a bankrupt or proposing its liquidation or reorganization pursuant to the Bankruptcy Code, any other federal or state bankruptcy law is filed in any court and Seller consents to or acquiesces in the filing thereof or such petition or answer is not discharged or denied within thirty (30) days after the filing thereof; or 25.1.7 A custodian, receiver, trustee trustee, or liquidator of Seller, or of all or substantially all of the assets of Seller, is appointed in any proceeding brought by Seller, as applicable, or the appointment of any such custodian, receiver, trustee, or liquidator is appointed in any proceeding brought against Seller and that is not discharged within thirty ninety (3090) days Days after such appointment, or if Seller consents to or acquiesces in such appointment; (iii) the misrepresentation of a material fact as of the Execution Date by Seller’s representations and warranties in this Agreement, and such misrepresentation has a material adverse effect on SSS and such effect is not cured within forty-five (45) Days from notice from SSS, which notice shall specify the misrepresentation in reasonable detail; provided, however, that if Seller commences taking appropriate actions to cure such misrepresentation within such forty-five (45) Day period, and thereafter diligently continues to cure such misrepresentation, the cure period shall extend for an additional ninety (90) Days; (iv) the failure by Seller in any respect in the observance or performance of any other material covenant of Seller contained herein that Seller has not cured within thirty (30) Days after written notice from SSS specifying the *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. failure in reasonable detail and demanding that the same be remedied; provided, however, that if Seller commences taking appropriate actions to cure such failure within such thirty (30) Day period, and thereafter diligently continues to cure such failure, the cure period shall extend for an additional ninety (90) Days; (v) the delivery to the Production Delivery Point or the Tender Delivery Point by Seller under this Agreement of Non-Conforming Wet Sand (i.e., the specifications of which are outside the Acceptable Quality Parameters) or Wet Sand that contains impurities as provided in Section 11.1 on five (5) or more occasions in any twelve (12) Month period; (vi) the delivery (or failure to deliver) of Wet Sand to the Production Delivery Point or the Tender Delivery Point in an amount that is materially less than the required quantity of Wet Sand to be delivered by Seller hereunder where such non-delivery is not cured within 60 Days; (vii) the occurrence of tampering by Seller or its Contractors or their employees acting in the course of their employment with any system or process used to measure the quantity or quality of Wet Sand tendered to SSS; (viii) following the Wet Plant Completion Date, the occurrence of an Abandonment (Seller) for a continuous period of thirty (30) Days, without prior notice to and the prior written consent of SSS; provided, however, that no such event shall be a Seller Event of Default if it is caused in whole or material part by: (ix) a breach by SSS of or a default by SSS under this Agreement (including any SSS Event of Default); (x) a Force Majeure Event (except in the case of Section 21.1(i)).

Seller Events of Default. Each of the following shall be considered a constitute an event of default by Seller (each such event being called a “Seller Event of Default”): 25.1.1 Seller defaults in any respect in (i) 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 make any payment of a representation or warranty, and Seller has not cured such default any sum due to SSS hereunder within thirty fifteen (3015) days Days after receipt of written notice from Purchaser specifying SSS that such payment is overdue, which notice shall specify the default and demanding that the same be remedied; provided that if Seller has commenced payment failure in 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 defaultdetail; 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 (ii) the default within the time allowed for appointment of 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 adjudication of Seller as a debtor or a bankrupt or proposing its liquidation or reorganization pursuant to the Bankruptcy Code, any other federal or state bankruptcy law is filed in any court and Seller consents to or acquiesces in the filing thereof or such petition or answer is not discharged or denied within thirty (30) days after the filing thereof; or 25.1.7 A custodian, receiver, trustee trustee, or liquidator of Seller, or of all or substantially all of the assets of Seller, is appointed in any proceeding brought by Seller, as applicable, or the appointment of any such custodian, receiver, trustee, or liquidator is appointed in any proceeding brought against Seller and that is not discharged within thirty ninety (3090) days Days after such appointment, or if Seller consents to or acquiesces in such appointment; (iii) the misrepresentation of a material fact as of the Execution Date by Seller’s representations and warranties in this Agreement, and such misrepresentation has a material adverse effect on SSS and such effect is not cured within forty-five (45) Days from notice from SSS, which notice shall specify the misrepresentation in reasonable detail; provided, however, that if Seller commences taking appropriate actions to cure such misrepresentation within such forty-five (45) Day period, and thereafter diligently continues to cure such misrepresentation, the cure period shall extend for an additional ninety (90) Days; (iv) the failure by Seller in any respect in the observance or performance of any other material covenant of Seller contained herein that Seller has not cured within thirty (30) Days after written notice from SSS specifying the failure in reasonable detail and demanding that the same be remedied; provided, however, that if Seller commences taking appropriate actions to cure such failure within such thirty (30) Day period, and thereafter diligently continues to cure such failure, the cure period shall extend for an additional ninety (90) Days; (v) the delivery to the Production Delivery Point or the Tender Delivery Point by Seller under this Agreement of Non-Conforming Wet Sand (i.e., the specifications of which are outside the Acceptable Quality Parameters) or Wet Sand that contains impurities as provided in Section 11.1 on five (5) or more occasions in any twelve (12) Month period; (vi) the delivery (or failure to deliver) of Wet Sand to the Production Delivery Point or the Tender Delivery Point in an amount that is materially less than the required quantity of Wet Sand to be delivered by Seller hereunder where such non-delivery is not cured within 60 Days; (vii) the occurrence of tampering by Seller or its Contractors or their employees acting in the course of their employment with any system or process used to measure the quantity or quality of Wet Sand tendered to SSS; (viii) following the Wet Plant Completion Date, the occurrence of an Abandonment (Seller) for a continuous period of thirty (30) Days, without prior notice to and the prior written consent of SSS; provided, however, that no such event shall be a Seller Event of Default if it is caused in whole or material part by: (ix) a breach by SSS of or a default by SSS under this Agreement (including any SSS Event of Default); (x) a Force Majeure Event (except in the case of Section 21.1(i)).

Seller Events of Default. Each With respect to Seller: (a) Seller fails to make payment of the following shall be considered any amount payable to Buyer when due under this Agreement, which failure continues for ten (10) Business Days after receipt of written notice of such nonpayment from Buyer; (b) Seller fails to cure a material breach or 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 its obligations under this Agreement or any material obligation hereunder, including, but Purchase Order 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 otherwise specifically addressed in this Section 10.1.2 within thirty (30) days after receipt of written notice of such material breach or default from Purchaser specifying the default and demanding that the same be remediedBuyer; provided provided, that if Seller has commenced such breach or default cannot be remedied with reasonable efforts to cure the default diligence within such thirty (30) days day period, so long as Seller timely commences curing such material breach or default and proceeds with reasonable diligence thereafter to prosecute such cure, than the period for such cure shall be extended for a reasonable period of time not to exceed ninety (and the default is such that it could reasonably be expected to be possible to cure90) and continues to diligently pursue those efforts, then Seller shall have an additional thirty (30) days in which to cure the defaultdays; 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 (c) For at least *** percent (***%) of deliveries made in the default within the time allowed for a cure under such agreement or instrument unless the event out course of which the asserted default arose is in formal arbitration pursuant to an arbitration clause in an agreement of which Seller is a partyone (1) calendar quarter, 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 deliver Products to the Delivery Point on the applicable Scheduled Ship Dates, and, as a result, such performance assurances as Products are reasonably requested by Purchaser not delivered to the applicable Destination Point within thirty *** (30***) days from Business Days of the date of such requestset forth in the Delivery Schedule (subject to delays caused by a Force Majeure Event or the Carrier's failure that is unrelated to Seller's late delivery); 25.1.6 (d) Seller files a petition commencing in bankruptcy, files a voluntary case under the Bankruptcy Code, or for liquidation, petition seeking reorganization, arrangement, composition 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 debtssimilar relief, or makes an a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become dueif any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against Seller and not stayed, enjoined or if a petition commencing an involuntary case under the Bankruptcy Code discharged within ninety (90) days; (e) If any representation or an answer proposing the adjudication of warranty made by Seller as a debtor herein was materially false or a bankrupt or proposing its liquidation or reorganization pursuant to the Bankruptcy Codemisleading when made, any other federal or state bankruptcy law is filed in any court and Seller consents fails to remedy such materially false or acquiesces in the filing thereof misleading representation or such petition or answer is not discharged or denied warranty within thirty (30) days after receipt of written notice of the filing thereofparticulars of such materially false or misleading representation or warranty from Buyer; (f) Seller's breach of or default under Sections 15.2.2, 15.2.3, or 16.3 (no cure period); (g) Seller's assignment of this Agreement other than in strict compliance with the requirements of Section 18.4 (no cure period); (h) If Seller (i) offers a *** to a customer (and another customer accepts such ***), (ii) fails to notify Buyer in breach of its obligation to do so set forth in Section 3.1.3 such that Buyer discovers the breach either by audit, from a third party or in any other manner, (iii) the foregoing occurs on *** during the Term (no cure period); orand 25.1.7 A custodian(i) Seller fails to issue an Order Acknowledgement as required pursuant to Section 2.1.3 after (i) Buyer resubmits the Purchase Order after five (5) Business Days elapse following the initial Purchase Order, receiver, trustee (ii) five (5) additional Business Days elapse since such resubmission without Buyer's receipt of the Order Acknowledgement or liquidator of a proper rejection from Seller, or (iii) thereafter, Buyer delivers a notice citing Seller's breach of all or substantially all Section 2.1.3, and (iv) and such failure to issue an Order Acknowledgement continues for a period of the assets ten (10) additional Business Days after receipt of Seller, is appointed in any proceeding brought by Seller, or any such custodian, receiver, trustee, or liquidator is appointed in any proceeding brought against Seller and is not discharged within thirty (30) days after such appointment, or if Seller consents to or acquiesces in such appointmentnotice from Buyer.

Seller Events of Default. Each of the following shall be considered events, acts, occurrences or conditions constitutes a default by Seller (each such event being called a “Seller Event of Default”): 25.1.1 Seller defaults in any respect in , to 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 extent that it could reasonably be expected is not caused by (i) a Force Majeure (but, for the purposes of paragraphs (a) to be possible to cure(e) and continues (h) to diligently pursue those efforts, then Seller shall have an additional thirty (30j) days only during the 120 day period 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 entitled to relief set out in Clause 15.2 (Principle)) or (ii) a party, or litigation;Purchaser Event of Default: 25.1.3 Seller’s failure to achieve (a) 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 pay any amounts required to be paid to the Purchaser under this Agreement and such performance assurances as are reasonably requested failure continues for more than 10 Business Days following the Purchaser’s demand that such payment be made; (b) any representation or warranty made by Purchaser the Seller under this Agreement (other than any such representation or warranty referred to elsewhere in this Clause 18.1) is or becomes false or misleading in any material respect and such has a material adverse effect on the Seller’s ability to perform its obligations hereunder; (c) any representation or warranty made by the Seller under Clause 20.1 (Representations) is or becomes false or misleading in any material respect or the Seller breaches Clause 20.2 (Undertakings); (d) the Seller breaches or fails to perform any of its material covenants or obligations under this Agreement (other than any such breach or failure referred to elsewhere in this Clause 18.1) and such breach or failure is not remedied within thirty (30) days 15 Business Days after notice from the date of Purchaser to the Seller stating that such requestbreach or failure has occurred; 25.1.6 (e) the Seller files a petition commencing a voluntary case under the Bankruptcy Code, supplies 2 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 more shipments 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 adjudication of Seller as a debtor or a bankrupt or proposing its liquidation or reorganization pursuant to the Bankruptcy Code, any other federal or state bankruptcy law is filed Biomass in any court and rolling 12 month period which fail to meet the Specifications; (f) the Seller consents fails to or acquiesces in the filing thereof or such petition or answer is not discharged or denied within thirty (30) days after the filing thereof; or 25.1.7 A custodian, receiver, trustee or liquidator of Seller, or of all or substantially all of the assets of Seller, is appointed deliver in any proceeding brought by Seller, rolling 12 month period two or any more Shipments scheduled to be delivered during such custodian, receiver, trustee, or liquidator is appointed period of time under Clauses 8 (Biomass Quantity) and 13 (Shipping); (g) the Seller fails to deliver in any proceeding brought against rolling 24 month period three or more Shipments scheduled to be delivered during such period of time under Clauses 8 (Biomass Quantity) and 13 (Shipping); (h) the Purchaser becomes entitled to reject more than 2 Shipments in any rolling 12 month period in accordance with Clause 10.6 (Rejection); (i) the Seller and is not discharged within thirty commits or suffers an Act of Insolvency; and (30j) days after such appointment, or if Seller consents to or acquiesces in such appointmentthe repudiation of this Agreement by the Seller.

Seller Events of Default. Each of the following shall be considered a events or circumstances constitutes an event of default by the Seller (each such event being called each, a “Seller Event of Default”): 25.1.1 (a) the Purchaser is of the view, acting reasonably, that the Seller defaults or any Seller Group Entity has failed to process Produced Minerals within 30 days after the same has been mined, produced, extracted or otherwise recovered in a sellable form from the Properties, other than by reason of an event of Force Majeure; (b) the Seller has failed to deliver Refined Minerals in an amount equal to Payable Minerals by way of gold or silver credits or as otherwise contemplated by this Agreement to the Purchaser within 5 Business Days from the time that an Offtaker Settlement has been reached, other than by reason of an event of Force Majeure; (c) other than as provided in Section 10.1(a) or elsewhere in this Article 10 and other than by reason of an event of Force Majeure, the Seller or any Seller Guarantor is in breach or default of any terms, deadlines or conditions or any of its covenants or obligations set out in this Agreement or any other Document, as applicable, in any material respect, which breach or default is not remedied within a period of 30 days following the earlier of: (i) the date that the Seller or the Seller Guarantor becomes aware of such default; or (ii) the date that the Seller or any Seller Guarantor receives notice from the Purchaser notifying the Seller or such Seller Guarantor of such default, or such longer period of time as the Purchaser may determine in its sole discretion. For clarity and without limitation, the Seller’s obligations hereunder shall include all obligations of any Seller Guarantors and the Seller Group Entities as referenced in this Agreement as well as the Seller’s obligations to ensure that any Seller Guarantors and the Seller Group Entities act or refrain from acting as provided in this Agreement; (d) any of the representations or warranties given by the Seller proves to be inaccurate when made in any material respect (or in any respect in the observance case of representations and warranties that are qualified by materiality), and the conditions giving rise to such inaccuracy are not remedied within a period of 30 days following delivery by the Purchaser to the Seller of written notice of such inaccuracy, or performance such longer period of time as the Purchaser may determine in its sole discretion; (e) the occurrence of an “event of default” by the Seller or any Seller Guarantor under any of the Material Agreements that the Seller or any Seller Guarantor fails to cure in accordance with any available right to cure; (f) any process of execution is enforced or levied upon assets having a value of $75,000 (or the equivalent amount in any other currency) or more of the Seller or any Seller Guarantor; (g) any judgment or order for the payment of money in excess of $75,000 (or the equivalent amount in any other currency), net of any material obligation hereunderamounts available for the satisfaction of such judgment or order pursuant to an enforceable contract of insurance, includingshall be rendered against the Seller or any Seller Guarantor and is not stayed within 30 days after it has been rendered or is not stayed prior to the time that any action is taken by any person to enforce such judgment or order; (h) the occurrence of an Insolvency Event affecting the Seller or any Seller Guarantors; (i) if any Security Document shall for any reason become invalid or unenforceable or shall otherwise cease to create a valid and perfected first ranking Encumbrance over the Collateral, but subject to any Permitted Encumbrances, and such default has not limited to, been remedied within 10 days of the earlier of: (i) the date that the Seller or any Seller Guarantor becomes aware of such default; and (ii) the date that the Seller or any Seller Guarantor receives notice from the Purchaser notifying the Seller or such Seller Guarantor of such default; (j) if the Seller fails to produce at least 5,000 Gold Equivalent Ounces and deliver to the Purchaser at least 1,000 Gold Equivalent Ounces produced from the Properties by the 18th month from the First Delivery Date; (k) if the Seller fails to produce at least 10,000 Gold Equivalent Ounces and deliver to the Purchaser at least 2,000 Gold Equivalent Ounces produced from the Properties by the 24th month from First Delivery Date; (l) if the Seller fails to produce at least 20,000 Gold Equivalent Ounces and deliver to the Purchaser at least 4,000 Gold Equivalent Ounces produced from the Properties by the 36th month from the First Delivery Date; (m) if the Seller fails to deliver to the Purchaser at least 10,000 Gold Equivalent Ounces produced from the Properties by the 48th month from the date the First Delivery Date; (n) if the capacity of the processing plant at the Project has been increased to an amount equal to or greater than 400 tons per day at any time prior to the 60th month from the First Delivery Date and the Seller fails to deliver to the Purchaser at least 28,000 Gold Equivalent Ounces produced from the Properties by the 60th month from the First Delivery Date; (o) if the capacity of the processing plant at the Project has not been increased to an amount equal to or greater than 400 tons per day at any time prior to the 60th month from the First Delivery Date and the Seller fails to deliver to the Purchaser at least 19,400 Gold Equivalent Ounces produced from the Properties by the 60th month from the First Delivery Date; (p) if the capacity of the processing plant at the Project has not been increased to an amount equal to or greater than 400 tons per day at any time prior to the 60th month from the First Delivery Date and the Seller fails to deliver to the Purchaser at least 23,900 Gold Equivalent Ounces produced from the Properties by the 72nd month from the First Delivery Date; (q) if the capacity of the processing plant at the Project has not been increased to an amount equal to or greater than 400 tons per day at any time prior to the 60th month from the First Delivery Date and the Seller fails to deliver to the Purchaser at least 28,000 Gold Equivalent Ounces produced from the Properties by the 84th month from the First Delivery Date; (r) The Second Tranche Closing has not occurred on or before the Second Tranche Deadline due to the failure to make a payment when due, failure by of Seller to provide adequate security, or breach by Seller satisfy any of a representation or warrantythe Second Tranche Closing Date Conditions, and the Purchaser is unwilling to waive any of such conditions; (s) the Seller has not cured such default delivered Refined Minerals to the Purchaser as contemplated above within thirty (30) 60 days after written notice gold or silver is mined, produced, extracted or otherwise recovered 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 effortsProperties, then Seller shall have other than by reason of an additional thirty (30) days in which to cure the defaultevent of Force Majeure; 25.1.2 Seller’s failure (t) the Seller or any Seller Group Entity fails to cure maintain all Permits required to reach Commercial Production and continue commercial production of the Produced Minerals for the length of the Term; (u) if any material default under any material Facility financing agreement mining claim, lease 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 Codepatent, or any other federal of the right, title and interest of the Seller or state law as now any Seller Guarantors therein is cancelled, extinguished, terminated, revoked or hereafter forfeited; (v) the Seller has used the Purchase Price in effect relating to bankruptcy, insolvency, winding-upa manner not permitted by Section 2.5; (w) the Purchase Price is used by Seller in a manner materially inconsistent with the Initial Program and Budget or any Subsequent Program and Budget; (x) there shall have occurred any event or circumstance, or adjustment any event or circumstance shall have failed to occur, which in the opinion of debtsthe Purchaser, acting reasonably, has or makes an assignment for could have a Material Adverse Effect; (y) any Document executed and delivered by one or more of the benefit of creditorsSeller and any Seller Guarantors shall, 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 adjudication of Seller except as a debtor result of the acts or a bankrupt omissions of the Purchaser, cease to be in full force and effect; (z) the validity of any Document or proposing its liquidation or reorganization pursuant the applicability thereof to the Bankruptcy CodeSeller’s Obligations or Seller Guaranteed Obligations or any other obligations purported to be guaranteed hereby or thereby or any part thereof shall be disaffirmed by or on behalf of the Seller, any Seller Guarantor or any other federal party thereto (other than the Purchaser) or state bankruptcy law is filed in the denial of the Seller or any court and Seller consents to or acquiesces in the filing thereof or such petition or answer is not discharged or denied within thirty (30) days after the filing thereofGuarantor of its obligations under any Document; or 25.1.7 A custodian(aa) the enactment of any legislation or the entering or obtaining of any order of a court, receiverboard or commission which renders any Document or any material provision thereof unenforceable, trustee unlawful or liquidator otherwise changed, if the Seller and/or any Seller Guarantor that is a party to such Document does not, within ten days after receipt of Sellernotice of such Document or material provision becoming unenforceable, unlawful or otherwise changed, replace such Document with a new agreement that is in form and substance satisfactory to the Purchaser in its sole discretion, acting reasonably, or of all or substantially all amend such Document to the satisfaction of the assets of SellerPurchaser in its sole discretion, is appointed in any proceeding brought by Seller, or any such custodian, receiver, trustee, or liquidator is appointed in any proceeding brought against Seller and is not discharged within thirty (30) days after such appointment, or if Seller consents to or acquiesces in such appointmentacting reasonably.

Seller Events of Default. Each The occurrence of any one or more of the following shall be considered a default by constitute an Event of Default of Seller (each such event being called a “Seller Event of Default”):‌ DocuSign Envelope ID: B0A47EA5-ADDC-4324-853B-09D49711DBFF (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”):; 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, (b) The failure by Seller to provide adequate securityperform 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; (c) Any material uncured Lessee Default (as defined in the Lease) under the Lease; (d) Gross negligence, fraud, or breach willful misconduct 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 defaultconnection with this Agreement; 25.1.2 Seller’s (e) The failure to cure any material default under any material Facility financing agreement obtain or other material debt instrument entered into by maintain the Required 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 Insurance, all pursuant to an arbitration clause in an agreement of which Section 9.1; (f) Seller becomes insolvent or is a party, or litigation; 25.1.3 Seller’s failure party 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 liquidationbankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up 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 Coderelief of debtors, 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 general assignment for the benefit of creditorscreditors or other similar arrangement or any event occurs or proceedings are taken in any jurisdiction with respect to the Party which has a similar effect (or, if any such actions are initiated by a third party, such action(s) is(are) not dismissed within sixty (60) Days); (g) Any representation or warranty of Seller hereunder proves to be false or misleading in any material respect; (h) The failure or refusal of Seller to establish, obtain, maintain, or admits renew (including to amend or replace the Decommissioning Bond with the updated Decommissioning Amount) in writing its inability a timely manner the Decommissioning Bond in accordance with Section 8.2; (i) Following the Actual Commercial Operation Date, failure to pay its debts generally as they become due, meet or if a petition commencing an involuntary case under achieve the Bankruptcy Code Output Guarantee for the relevant Billing Year during three (3) or an answer proposing the adjudication of Seller as a debtor or a bankrupt or proposing its liquidation or reorganization pursuant to the Bankruptcy Code, any other federal or state bankruptcy law is filed in any court and Seller consents to or acquiesces in the filing thereof or such petition or answer is not discharged or denied within thirty (30) days after the filing thereofmore consecutive Billing Years; or 25.1.7 A custodian(j) Seller abandons the System or discontinues its Services, receiver, trustee or liquidator of Seller, or of all or substantially all of the assets of Seller, is appointed other than pursuant to its right to suspend performance due to a Force Majeure Event in any proceeding brought by Seller, or any such custodian, receiver, trustee, or liquidator is appointed in any proceeding brought against Seller and is not discharged within thirty (30) days after such appointment, or if Seller consents to or acquiesces in such appointmentaccordance with Section 11.1.