Common use of TERMINATION FOR OPERATOR’S DEFAULT Clause in Contracts

TERMINATION FOR OPERATOR’S DEFAULT. 9.2.1. The Employer may terminate this Agreement in the following circumstances by giving thirty (30) days’ Notice of termination, or any other notice period specified otherwise in this Section 9.2.1 or Notified by the Employer, to the Operator and referring to this Section 9.2.1 and its reason for termination: (a) the Operator subcontracts the Services (except as permitted hereunder) or assigns this Agreement without approval or consent of the Employer; (b) the Operator voluntarily abandons the Project and/or the Facilities or repudiates this Agreement or the Operator loses the relevant approvals, licenses and permits, including the Consents, required to execute the Services and fails to remedy the same within thirty (30) days of occurrence; or (c) if the Operator commits a material default or material breach of this Agreement and fails to remedy the same within thirty (30) days or such additional period as may be agreed by the Employer, after Notice from the Employer to the Operator stating such material default or material breach; or (d) the Services provided by the Operator fail to meet the Key Performance Indicators and / or the Applicable Standards; or (e) a final judgment against Operator in excess of the equivalent of PKR 50,000,000/- (Pakistani Rupees Fifty Million only) remains unsatisfied for more than sixty (60) days (unless a bond is filed or other steps are taken to effectively stay enforcement of such judgment), or (ii) a levy is issued or attachment is made on all or any part of the Operator and such levy or attachment is not discharged or the property is not redeemed within thirty (30) days after such levy or attachment; or (f) if the: (i) Commencement Date Phase I is not achieved within forty-five (45) days from the expiry of the Scheduled Commencement Date Phase I; or (ii) Commencement Date Phase II is not achieved within forty-five (45) days from the expiry of the Scheduled Commencement Date Phase II; (g) if the Operator fails to furnish, keep valid and maintain in full effect the Performance Security and/or the Corporate Guarantee in accordance with this Agreement; or (h) the (a) Delay Liquidated Damages Cap; or (b) Performance Liquidated Damages Cap has been exceeded (by way of calculation). 9.2.2. The Employer may terminate this Agreement immediately by Notice to the Operator and without any opportunity to cure if: (a) the Operator and/or the Sponsor becomes bankrupt or insolvent, or has a receiving order issued against it, or compounds with its creditors, or, being a corporation, a resolution is passed or order is made for its winding up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction) or a receiver is appointed over any part of its undertaking or assets, or if the Operator and/or the Sponsor takes or suffers any other analogous action in consequence of debt; or (b) any statement, representation or warranty set out in Section 12 (Representations and Warranties) proves to be incorrect, in any material respect, when made or when reaffirmed and such incorrect statement, representation or warranty having a material adverse effect on the Operator’s ability to perform its obligations under this Agreement and / or ensure that the Operator performs its obligations under this Agreement or having a material adverse effect on the rights or obligations of the Employer under this Agreement; or (c) any wilful misstatement or wilful misrepresentation (not set out in Section 12 (Representations and Warranties)) made by the Operator which has a material adverse effect on the performance of Services by the Operator under this Agreement; or (d) the Operator is found to be engaged in corrupt or fraudulent practices in executing its obligations under the Agreement; or (e) a Change in Complete Control has occurred in breach of this Agreement; or (f) the Operator creates any Encumbrance on the Facilities; or (g) the Operator or any of its representatives (including Sub-Operators) become blacklisted by the GoP, any provincial or local government, or a corporation, company, institution, corporate body, local body, local authority, agency or organisation set up or controlled (directly or indirectly) by the GoP; or (h) termination of the OL Facility Management Agreement.

TERMINATION FOR OPERATOR’S DEFAULT. 9.2.1. The Employer may terminate this Agreement in the following circumstances by giving thirty (30) days’ Notice of termination, or any other notice period specified otherwise in this Section 9.2.1 or Notified by the Employer, to the Operator and referring to this Section 9.2.1 and its reason for termination: (a) the Operator subcontracts the Services (except as permitted hereunder) or assigns this Agreement without approval or consent of the Employer; (b) the Operator voluntarily abandons the Project and/or the Facilities or repudiates this Agreement or the Operator loses the relevant approvals, licenses and permits, including the Consents, required to execute the Services and fails to remedy the same within thirty (30) days of occurrence; or (c) if the Operator commits a material default or material breach of this Agreement and fails to remedy the same within thirty (30) days or such additional period as may be agreed by the Employer, after Notice from the Employer to the Operator stating such material default or material breach; or (d) the Services provided by the Operator fail to meet the Key Performance Indicators and / or the Applicable Standards; or (e) a final judgment against Operator in excess of the equivalent of PKR 50,000,000/- (Pakistani Rupees Fifty Million only) remains unsatisfied for more than sixty (60) days (unless a bond is filed or other steps are taken to effectively stay enforcement of such judgment), or (ii) a levy is issued or attachment is made on all or any part of the Operator and such levy or attachment is not discharged or the property is not redeemed within thirty (30) days after such levy or attachment; or (f) if the: (i) the Commencement Date Phase I is not achieved within forty-five (45) days from the expiry of the Scheduled Commencement Date Phase I; or (ii) Commencement Date Phase II is not achieved within forty-five (45) days from the expiry of the Scheduled Commencement Date Phase IIDate; (g) if the Operator fails to furnish, keep valid and maintain in full effect the Performance Security and/or the Corporate Guarantee in accordance with this Agreement; or (h) the (a) Delay Liquidated Damages Cap; or (b) Performance Liquidated Damages Cap has been exceeded (by way of calculation). 9.2.2. The Employer may terminate this Agreement immediately by Notice to the Operator and without any opportunity to cure if: (a) the Operator and/or the Sponsor becomes bankrupt or insolvent, or has a receiving order issued against it, or compounds with its creditors, or, being a corporation, a resolution is passed or order is made for its winding up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction) or a receiver is appointed over any part of its undertaking or assets, or if the Operator and/or the Sponsor takes or suffers any other analogous action in consequence of debt; or (b) any statement, representation or warranty set out in Section 12 (Representations and Warranties) proves to be incorrect, in any material respect, when made or when reaffirmed and such incorrect statement, representation or warranty having a material adverse effect on the Operator’s ability to perform its obligations under this Agreement and / or ensure that the Operator performs its obligations under this Agreement or having a material adverse effect on the rights or obligations of the Employer under this Agreement; or (c) any wilful misstatement or wilful misrepresentation (not set out in Section 12 (Representations and Warranties)) made by the Operator which has a material adverse effect on the performance of Services by the Operator under this Agreement; or (d) the Operator is found to be engaged in corrupt or fraudulent practices in executing its obligations under the Agreement; or (e) a Change in Complete Control has occurred in breach of this Agreement; or (f) the Operator creates any Encumbrance on the Facilities; or (g) the Operator or any of its representatives (including Sub-Operators) become blacklisted by the GoP, any provincial or local government, or a corporation, company, institution, corporate body, local body, local authority, agency or organisation set up or controlled (directly or indirectly) by the GoP; or (h) termination of the OL GL Facility Management Agreement.