Model Project Development Agreement Page 63
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8818.1.1
the occurrence of:
(A)
any breach of any of the payment obligations imposed on the Company
pursuant to Section15.22that is not remedied within fifteen (15) Days
after notice from the GON giving reasonable details of the breach by the
Company and demanding remedy thereof; or
(B)
any other material breach by the Company of any covenant or
agreement in this Agreement that is not remedied within sixty (60) Days
after notice from the GON giving reasonable details of the breach by the
Company and demanding remedy thereof;
18.1.2
the occurrence of any of the following events:
(A)
the passing of a resolution by the shareholders of the Company for the
winding up of the Company except in the case of a solvent
restructuring;
(B)
the voluntary filing by the Company of a petition of bankruptcy,
moratorium, or other similar relief;
(C)
the passing of a resolution for the bankruptcy, insolvency, winding up,
liquidation or other similar proceeding relating to the Company;
(D)
the appointment of a liquidator, custodian or similar person in a
proceeding for the winding up of the Company, which appointment has
not been stayed or set aside within sixty (60) Days of such appointment;
(E)
the making of an order for the winding up or otherwise confirming the
bankruptcy or insolvency of the Company, which order has not been set
aside or stayed within sixty (60) Days of such making; or
(F)
the Company entering into any agreement of merger, consolidation or
amalgamation with any entity not previously approved in writing by the
GON or any other GON Agency;
18.1.3
the Project's failure to achieve COD by the Scheduled COD as a result of a default,
omission or breach by the Company;
18.1.4
the termination of any of the Transaction Documents as a result of a default, omission or
breach by the Company;
18.1.5
any act or omission by or attributable to the Company which would constitute an event
of default giving rise to a right of termination under the terms of the relevant
Transaction Document, where the counterparty of such Transaction Document has
notified its intention to retain such Transaction Document in force;
18.1.6
the occurrence of any material breach by any of the Sponsors of any covenant or
agreement in the Sponsor Support Agreement that is not remedied within sixty (60)
Days after notice from the GON to the Company and the Sponsors giving reasonable
details of the breach by the Sponsors and demanding remedy thereof;
18.1.7
the failure of the Company to deliver:
(A)
the Performance Security by the Effective Date in accordance with
Section15.21;
(B)
the Handover Guarantee in accordance with Schedule 2; and
(C)
[Others to be considered on a case-by-case basis];
57
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