NEG Trigger Events Clause Samples
The "NEG Trigger Events" clause defines specific circumstances or events that activate certain rights or obligations under an agreement, typically related to negative outcomes or adverse changes. In practice, this clause lists events such as a party's insolvency, breach of contract, or regulatory action, which, when they occur, may allow the other party to take protective measures like suspending performance or terminating the contract. Its core function is to clearly identify and manage risks by specifying which negative events will trigger contractual responses, thereby providing certainty and protection for the parties involved.
NEG Trigger Events. The following shall constitute NEG Trigger Events:
(a) any Event of Default; or
(b) any representation or warranty made or deemed made by (1) the Guarantor in or in connection with the execution and delivery of this Guarantee and Agreement, or (2) NEG LLC in the Letter Agreement, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished; or
(c) the Guarantor shall default in any material respect in the due observance or performance of any agreement contained in Section 4.01, Section 4.09, Section 4.14 or Section 4.15; or
(d) (1) the Guarantor shall default in any material respect in the due observance or performance of any covenant, condition or agreement contained in this Guarantee and Agreement (other than those specified in 5.01(c) above), or (2) NEG LLC shall default in any material respect in the due observance or performance of any covenant, condition or agreement contained in the Letter Agreement, and in each case, such default shall continue unremedied for a period of 30 days after notice thereof from the Security Agent; or
(e) the Guarantor or any Restricted Subsidiary shall default in respect of any Indebtedness or default in its obligations to make payments when due under any Equity Funding Arrangements which at the time have an aggregate principal amount outstanding or, in the case of Equity Funding Arrangements, due and unpaid, in excess of $50,000,000, and as a result thereof such Indebtedness shall have been accelerated or otherwise be or become due or subject to prepayment in full prior to its stated maturity; or
(f) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Guarantor or any Restricted Subsidiary or of a substantial part of the property or assets of the Guarantor or any Restricted Subsidiary under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Guarantor or any Restricted Subsidiary or (other than in connection with any proceeding relating solely to one or more Unrestricted Subsidiaries, Investment Vehicles or Project Companies of the Guarantor) for a substantial part of the property or assets of the Guarantor or any Restricted Subsidiary or (iii) the windi...
NEG Trigger Events. The following shall constitute NEG Trigger Events:
(a) a NEG Downgrade Funding Date shall occur; or
(b) any representation or warranty made or deemed made by the Guarantor in or in connection with the execution and delivery of this Guarantee and Agreement shall prove to have been false or misleading in any material respect when so made, deemed made or furnished; or