Off-island ppa
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- Liability Following Termination
- DEFAULT AND REMEDIES Default by Seller
- Seller fails to perform or observe any material obligation of Seller under this Agreement, other than those obligations specifically addressed in this Section;
- Seller becomes Bankrupt;
- Seller fails to provide Firm Transmission Withdrawal Rights equal to the Dedicated Capacity; and
- Buyer fails to perform or observe any material obligation of Buyer under this Agreement, other than those obligations specifically addressed in this Section;
- Notice and Opportunity to Cure Event of Default
- Dispute of Claim of Seller Event of Default or Buyer Event of Default
Right to Terminate.The Non-Claiming Party may terminate this Agreement upon thirty (30) Days prior written notice if the Claiming Party remains unable to perform its obligations hereunder for one hundred eighty (180) consecutive Days following the submission of the Force Majeure Remedy Plan; provided, however, that the Buyer may terminate if Seller is unable, within such one hundred eighty (180) Day period, to restore (a) the Off-Island Generator to the Design Generator Capacity, or (b) the Controllable Cable to the Design Cable Capacity using commercially reasonable efforts.The Non-Claiming Party may terminate this Agreement upon thirty (30) Days prior written notice if the Claiming Party (a) fails to provide a Force Majeure Remedy Plan as provided for in this Article 11; or (b) fails to perform its obligations set forth in its Force Majeure Remedy Plan. In the event of (a) or (b) such failures shall be considered a material breach of the provisions of this Agreement constituting a Seller Event of Default or a Buyer Event of Default, as applicable, and the Non-Claiming Party shall have the right to terminate this Agreement and seek a Termination Payment pursuant to Article 12.Liability Following Termination. Upon termination of this Agreement as provided in Section 11.8, the Parties shall have no further liability or obligation to each other except for any obligation arising prior to the date of such termination. DEFAULT AND REMEDIESDefault by Seller. The occurrence of one or more of the following events shall constitute a “Seller Event of Default” (unless it results from an Excused Outage or a Force Majeure Event, breach of this Agreement by Buyer or is otherwise excused pursuant to terms set forth in this Agreement): Seller fails to pay Buyer any amount payable by Seller to Buyer (other than amounts in dispute that are not expressly required by this Agreement to be paid) pursuant to this Agreement after the same shall have become due and payable;Seller fails to perform or observe any material obligation of Seller under this Agreement, other than those obligations specifically addressed in this Section;Any representation or warranty made by Seller herein or in any certificate delivered to Buyer pursuant hereto shall prove to be incorrect in any material respect, and such error has a material and adverse effect on the ability of Seller or of Buyer to perform their respective material obligations under this Agreement or the ability to deliver Products to Buyer;Seller becomes Bankrupt;Guarantor becomes Bankrupt;Seller fails to provide, maintain, replace, replenish or reinstate Seller Security pursuant to Article 7;Seller fails to achieve the minimum Monthly Equivalent Capacity level as set forth in Section 5.10(ii);Seller fails to provide Firm Transmission Withdrawal Rights equal to the Dedicated Capacity; andSeller fails to use commercially reasonable efforts to obtain the Minimum Required Consents.Default by Buyer. The occurrence of one or more of the following events shall constitute a “Buyer Event of Default” (unless it results from a Force Majeure Event, a breach of this Agreement by Seller or is otherwise excused pursuant to terms set forth in this Agreement): Buyer fails to pay any amount payable by Buyer to Seller (other than amounts in dispute that are not expressly required by this Agreement to be paid) pursuant to this Agreement after the same shall have become due and payable;Buyer fails to perform or observe any material obligation of Buyer under this Agreement, other than those obligations specifically addressed in this Section;Any representation or warranty made by Buyer herein or in any certificate delivered to Seller pursuant hereto shall prove to be incorrect in any material respect, unless Buyer shall promptly commence and diligently pursue action to cause the facts or circumstances which are the subject of such representation or warranty to become true in all material respects; andBuyer becomes Bankrupt.Notice and Opportunity to Cure Event of Default. Upon actual discovery of an Event of Default, the Non-Defaulting Party claiming the occurrence of such Event of Default shall promptly provide the Defaulting Party with written notice of the Event of Default and any remedy sought (“Notice of Default”). If such notice is to Seller with respect to a Seller Event of Default, then Buyer shall provide concurrent written notice to Lead Lender. The Defaulting Party shall have thirty (30) Days to (a) cure such default, or (b) undertake dispute resolution pursuant to Article 16; provided, however, that notwithstanding the foregoing, as to a Seller Event of Default described in Section 12.1(vii) the cure period shall be as specified in Section 5.10(ii), and the cure period for failure to make any timely payment shall be five (5) Business Days. If the Defaulting Party chooses to cure such default and the default cannot be reasonably cured within such thirty (30) Day period, then the cure period shall be extended by an additional thirty (30) Days, so long as the alleged Defaulting Party diligently pursues efforts to cure such default; provided that no additional extension of the cure period will apply for Events of Default described in Sections 12.1(i), 12.1(vi) and 12.2(i). Dispute of Claim of Seller Event of Default or Buyer Event of Default. If, within thirty (30) Days of the service of a Notice of Default pursuant to Section 12.3, the alleged Defaulting Party disputes in writing that an Event of Default has occurred, either Party may seek resolution of such dispute pursuant to the terms of Article 16, and this Agreement shall not be terminated by the Non-Defaulting Party prior to such resolution. 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