Common use of Seller Events of Default Clause in Contracts

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. Any The occurrence of any one or more of the following acts or occurrences by the Seller 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; b. The inability, failure, or refusal by Seller to perform timely any material obligations under this Commitment:Agreement, unless such inability, failure, or refusal is caused by a Force Majeure Event or Purchaser Event of Default; provided, however, such failure continues for [ten (10)] Business Days after Purchaser shall have given Notice demanding that such failure to perform be cured; c. Any Lessee Default (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 as defined in the Servicing Agreement which continues unremedied for a period of thirty (30Lease) days after under the Lease; ▇. ▇▇▇▇▇ negligence, fraud, or willful misconduct by 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 with this Agreement; e. The failure to have been incorrect in any material respect when made; provided that if obtain or maintain the incorrect matter as Required Seller Insurance, all pursuant to which such representation Section 9.1; f. Seller becomes insolvent or warranty relates is capable of being cureda party to a bankruptcy, 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 conservatorreorganization, receiver or liquidator in any insolvency, readjustment of debtliquidation, marshaling of assets and liabilities or similar proceedingsreceivership, or for the dissolution, winding-up or liquidation relief of its affairsdebtors, 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 general assignment for the benefit of its 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. Assignment of this Agreement by Seller in breach of Section 14.2 or a Change of Control occurs in breach of Section 14.3; i. The failure or refusal of Seller to establish, obtain, maintain, or voluntarily suspends payment of renew (including to amend or replace the Decommissioning Bond with the updated Decommissioning Amount) in a timely manner the Decommissioning Bond in accordance with Section 8.2; j. Following the Actual Commercial Operation Date, failure to meet or achieve the Minimum Output for the relevant Billing Year during three (3) or more consecutive or non-consecutive Billing Years; or k. Seller abandons the System or discontinues its obligationsServices, other than pursuant to its right to suspend performance due to a Force Majeure Event in accordance with Section 11.1.

Seller Events of Default. Any The occurrence of any one or more of the following acts or occurrences by the Seller shall constitute an Event of Default under this Commitment:of Seller (“Seller Event of Default”): (a) failure The Actual Commercial Operation Date has not occurred by the Seller to pay the Standby Purchase Commitment Fee or any Reserve Payment, if applicable, in accordance with the terms of this Commitment; orExpected Commercial Operation Date; (b) failure The inability, failure, or refusal by the Seller to observe perform timely any material obligations under this Agreement, unless such inability, failure, or refusal is caused by a Force Majeure Event or Purchaser Event of Default; provided, however, such failure continues for thirty (30) calendar Days after Purchaser shall have given Notice demanding that such failure to perform any covenant or agreement contained in Section 2.06 herein; orbe cured; (c) failure by the Seller to observe or perform any other covenants or agreements set forth in this Commitment or Any uncured Lessee Default (as defined in the Servicing Agreement which continues unremedied for a period of thirty (30) days after the Seller first acquires knowledge or receives notice thereof; orLease); (d) any covenantGross negligence, representationfraud, warranty or statement made willful misconduct 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; orwith this Agreement; (e) The failure to obtain or maintain the Required Seller Insurance, all pursuant to (f) Seller becomes insolvent or is a decree or order of party to a court or agency or supervisory authority having jurisdiction on the premises for the appointment of a conservatorbankruptcy, receiver or liquidator in any reorganization, insolvency, readjustment of debtliquidation, marshaling of assets and liabilities or similar proceedingsreceivership, or for the dissolution, winding-up or liquidation relief of its affairsdebtors, 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 general assignment for the benefit of its 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 material breach of any representation or warranty of Seller hereunder; (h) Assignment of this Agreement by Seller in breach of Section 14.2 or a Change of Control occurs in breach of Section 14.3; (i) The failure or refusal of Seller to establish, obtain, maintain, or voluntarily suspends payment of renew (including to amend or replace the Decommissioning Bond with the updated Decommissioning Amount) in a timely manner the Decommissioning Bond in accordance with Section 8.2; (j) Following the Actual Commercial Operation Date, failure to meet or achieve the Minimum Output for the relevant Billing Year during (i) three (3) or more consecutive Billing Years or (ii) four (4) or more non-consecutive Billing Years; or (k) Seller abandons the System or discontinues its obligationsServices, other than pursuant to its right to suspend performance due to a Force Majeure Event in accordance with Section 11.1.