Common use of Termination Notices Clause in Contracts

Termination Notices. (a) Upon the occurrence of a GOP Event of Default or a Seller Event of Default, as the case may be, that is not cured within the applicable cure period, if any, the non-defaulting Party may, at its option, initiate termination of this Agreement by delivering a notice (a “Notice of Intent to Terminate”) of its intent to terminate this Agreement to the defaulting Party. The Notice of Intent to Terminate shall specify in reasonable detail the Seller Event of Default or the GOP Event of Default, as the case may be, giving rise to such notice. (b) Following delivery of the Notice of Intent to Terminate, the Party in default may continue to undertake efforts to cure the Seller Event of Default or the GOP Event of Default, as the case may be, for a period of forty five (45) Days commencing on the delivery date of such notice in the case of a failure by either Party to make payments, or for a period of ninety (90) Days commencing on the delivery of such notice in the case of any other Seller Event of Default or GOP Event of Default, as the case may be, (or such longer period as the Parties may mutually agree) and if the default is cured at any time prior to the delivery of a Termination Notice in accordance with Section 14.2(c), then the non-defaulting Party shall have no right to terminate this Agreement in respect of such cured Seller Event of Default or GOP Event of Default, as the case may be. (c) Subject to the provisions of Section 14.3 (Notice to the GOP of the Purchaser’s Default) or Section 14.4 (Notice to the Lenders of the Seller’s Default), as the case may be, upon expiration of the cure period described in Section 14.2(b) and unless the Parties shall have otherwise agreed or unless the Seller Event of Default or GOP Event of Default, as the case may be, giving rise to the Notice of Intent to Terminate shall have been remedied, the Party having given the Notice of Intent to Terminate may terminate this Agreement by delivering a Termination Notice to the other Party. This Agreement shall terminate on the date specified in the Termination Notice (“Termination Date”), which date shall not be earlier than the date that is ten (10) Business Days following the date on which the Termination Notice is delivered to the other Party or later than thirty (30) Days following the date of such delivery.

Termination Notices. (a) 13.3.1 Upon the occurrence of a GOP Government Event of Default or a Seller Concessionaire Event of Default, as the case may be, that is not cured within the applicable cure period, if any, the non-defaulting Party may, at its option, may initiate termination of this Agreement by delivering a notice (a “"Notice of Intent to Terminate”") of its intent to terminate this Agreement to the defaulting Party. The Notice of Intent to Terminate shall specify in reasonable detail the Seller Concessionaire Event of Default or the GOP Government Event of Default, as the case may be, giving rise to such notice. (b) 13.3.2 Following delivery of the Notice of Intent to Terminate, the Party in default may continue to undertake efforts to cure the Seller Concessionaire Event of Default or the GOP Government Event of Default, as the case may be, for a period of forty five fifteen (4515) Days commencing on the delivery date of such notice in the case of a failure by either Party to make payments, payments or for a period of ninety thirty (9030) Days commencing on the delivery of such notice in the case of any other Seller Concessionaire Event of Default or GOP Government Event of Default, as the case may be, (or such longer period as the Parties may mutually agree) and if the default is cured at any time prior to the delivery of a Termination Notice in accordance with Section 14.2(c), Clause 13.3.3 then the non-defaulting Party shall have no right to terminate this Agreement in respect of such cured Seller Concessionaire Event of Default or GOP Government Event of Default, as the case may be. (c) 13.3.3 Subject to the provisions of Section 14.3 (Notice to Clause 13.4 and the GOP of the Purchaser’s Default) or Section 14.4 (Notice to the Lenders of the Seller’s Default), as the case may beTripartite Financial Agreement, upon expiration of the cure period described in Section 14.2(b) Clause 13.3.2 and unless the Parties shall have otherwise agreed or unless the Seller Concessionaire Event of Default or GOP Government Event of Default, as the case may be, giving rise to the Notice of Intent to Terminate shall have been remedied, the Party having given the Notice of Intent to Terminate may terminate this Agreement by delivering a notice ("Termination Notice Notice") to the other Party. This , whereupon this Agreement shall terminate on the date ("Termination Date") specified in the Termination Notice (“Termination Date”)Notice, which date shall not be earlier than the date that is ten (10) Business Days following the date on which the Termination Notice is delivered to the other Party or later than thirty twenty (3020) Business Days following the date of such deliverydelivery of the Termination Notice to the other Party and the provisions of Clause 14 shall apply.

Termination Notices. (a) 10.2.1 Upon the occurrence of a GOP UETCL Event of Default or a Seller GENCO Event of Default, as the case may be, that is not cured within the applicable cure period, period (if any) for cure, the non-defaulting Party party may, at its option, initiate termination of this Agreement by delivering a written notice (a “Notice of Intent to Terminate”) of its intent to terminate this Agreement to the defaulting Partyparty. The Notice of Intent to Terminate shall specify in reasonable detail the Seller UETCL Event of Default or the GOP GENCO Event of Default, as the case may be, giving rise to such noticethe Notice of Intent to Terminate. 10.2.2 Notwithstanding anything to the contrary in this Agreement: (a) UETCL shall not seek to terminate this Agreement as a result of any default of GENCO without first giving a copy of any notices required to be given to GENCO under Clause 10.2.1 to the Lenders; and (b) GENCO shall not seek to terminate this Agreement as a result of any default of UETCL without first giving a copy of any notices required to be given to UETCL under Clause 10.2.1 to GOU pursuant to the Implementation Agreement. 10.2.3 Following the giving of a Notice of Intent to Terminate, the Parties shall consult for a period of forty five (45) days in case of a failure by either Party to make payments or provide security when due, and ninety (90) days with respect to any other Event of Default (or such longer period as the Parties mutually may agree), as to what steps shall be taken with a view to mitigating the consequences of the relevant event taking into account all prevailing circumstances. During the period following delivery of the Notice of Intent to Terminate, the Party in default may continue to undertake efforts to cure the Seller Event of Default or the GOP Event of Defaultdefault, as the case may be, for a period of forty five (45) Days commencing on the delivery date of such notice in the case of a failure by either Party to make payments, or for a period of ninety (90) Days commencing on the delivery of such notice in the case of any other Seller Event of Default or GOP Event of Default, as the case may be, (or such longer period as the Parties may mutually agree) and if the default is cured at any time prior to the delivery of a Termination Notice termination notice in accordance with Section 14.2(c)Clause 10.2.4, then the non-defaulting Party shall have no right to terminate this Agreement in respect of such cured Seller Event of Default or GOP Event of Default, as the case may bedefault. (c) Subject to the provisions of Section 14.3 (Notice to the GOP of the Purchaser’s Default) or Section 14.4 (Notice to the Lenders of the Seller’s Default), as the case may be, upon 10.2.4 Upon expiration of the cure consultation period described in Section 14.2(b) Clause 10.2.3, if any, and unless the Parties shall have otherwise agreed or unless the Seller UETCL Event of Default or GOP GENCO Event of Default, as the case may be, Default giving rise to the Notice of Intent to Terminate shall have been remedied, remedied the Party having given the Notice of Intent to Terminate may terminate this Agreement by delivering a Termination Notice termination notice to the other Party. This , whereupon this Agreement shall terminate on the date specified in the Termination Notice (“Termination Date”), which date shall not be earlier than the date that is ten (10) Business Days following the date on which the Termination Notice is delivered to the other Party or later than thirty (30) Days following the date of such delivery.immediately terminate

Termination Notices. (a) 14.2.1 Upon the occurrence of a GOP an NEPCO Event of Default (other than a failure by NEPCO to make payments when due) or a Seller Project Company Event of Default, as the case may be, that is not cured within the applicable cure period, period (if any) for cure, the non-defaulting Party may, at its option, initiate termination of this Agreement by delivering a notice (a “"Notice of Intent to Terminate”") of its intent to terminate this Agreement to the defaulting Party. The Notice of Intent to Terminate shall specify in reasonable detail the Seller Project Company Event of Default or the GOP NEPCO Event of Default, as the case may be, giving rise to such noticeNotice. 14.2.2 Following the delivery of a Notice of Intent to Terminate, the Parties shall consult for a period of up to forty-five (b45) Following Days in case of a failure by either Party to make payments when due, and up to sixty (60) Days with respect to any other Event of Default (or such longer period as the Parties may mutually agree), as to what steps shall be taken with a view to mitigating the consequences of the relevant Event of Default taking into account all the circumstances. During the period following the delivery of the Notice of Intent to Terminate, the Party in default may continue to undertake efforts to cure the Seller Event of Default or the GOP Event of Defaultdefault, as the case may be, for a period of forty five (45) Days commencing on the delivery date of such notice in the case of a failure by either Party to make payments, or for a period of ninety (90) Days commencing on the delivery of such notice in the case of any other Seller Event of Default or GOP Event of Default, as the case may be, (or such longer period as the Parties may mutually agree) and if the default is cured at any time prior to the delivery of a Termination Notice in accordance with Section 14.2(c), Article 14.2.3 then the non-defaulting Party shall have no right to terminate this Agreement in respect of such cured Seller default. 14.2.3 Upon: (i) the occurrence of an NEPCO Event of Default as a result of a failure by NEPCO to make payments when due; or GOP Event of Default, as the case may be. (cii) Subject to the provisions of Section 14.3 (Notice to the GOP of the Purchaser’s Default) or Section 14.4 (Notice to the Lenders of the Seller’s Default), as the case may be, upon expiration of the cure consultation period described in Section 14.2(b) Article 14.2.2, and unless the Parties shall have otherwise agreed or unless the Seller Event of Default or GOP Event of Default, as the case may be, giving rise to the Notice of Intent to Terminate shall have been remedied, then: (i) the Project Company, in respect of a NEPCO Event of Default as a result of a failure by NEPCO to make payments when due; or (ii) the Party having given the Notice of Intent to Terminate Terminate, as the case may be, may terminate this Agreement by delivering delivery of a Termination Notice to the other Party. This , whereupon this Agreement shall terminate on the date specified in the Termination Notice (“Termination Date”), which date shall not be earlier than the date that is ten (10) Business Days following the date on which the Termination Notice is delivered to the other Party or later than thirty (30) Days following the date of such deliveryimmediately terminate.

Termination Notices. (a) Upon the occurrence of a GOP Event of Default or a Seller Event of Default, as the case may be, that is not cured within the applicable cure period, if any, the non-defaulting Party may, at its option, initiate termination of this Agreement by delivering a notice (a “Notice of Intent to Terminate”) of its Implementation Agreement 54 intent to terminate this Agreement to the defaulting Party. The Notice of Intent to Terminate shall specify in reasonable detail the Seller Event of Default or the GOP Event of Default, as the case may be, giving rise to such notice. (b) Following delivery of the Notice of Intent to Terminate, the Party in default may continue to undertake efforts to cure the Seller Event of Default or the GOP Event of Default, as the case may be, for a period of forty five (45) Days commencing on the delivery date of such notice in the case of a failure by either Party to make payments, or for a period of ninety (90) Days commencing on the delivery of such notice in the case of any other Seller Event of Default or GOP Event of Default, as the case may be, (or such longer period as the Parties may mutually agree) and if the default is cured at any time prior to the delivery of a Termination Notice in accordance with Section 14.2(c), then the non-defaulting Party shall have no right to terminate this Agreement in respect of such cured Seller Event of Default or GOP Event of Default, as the case may be. (c) Subject to the provisions of Section 14.3 (Notice to the GOP of the Purchaser’s Default) or Section 14.4 (Notice to the Lenders of the Seller’s Default), as the case may be, upon expiration of the cure period described in Section 14.2(b) and unless the Parties shall have otherwise agreed or unless the Seller Event of Default or GOP Event of Default, as the case may be, giving rise to the Notice of Intent to Terminate shall have been remedied, the Party having given the Notice of Intent to Terminate may terminate this Agreement by delivering a Termination Notice to the other Party. This Agreement shall terminate on the date specified in the Termination Notice (“Termination Date”), which date shall not be earlier than the date that is ten (10) Business Days following the date on which the Termination Notice is delivered to the other Party or later than thirty (30) Days following the date of such delivery.

Termination Notices. (a1) Upon the occurrence of a GOP State Termination Event of Default or a Seller Event of DefaultRefiner Termination Event, as the case may be, that is not cured or for which a cure is not being diligently pursued, within the applicable cure period, if any, by the non-defaulting State (in the case of a Refiner Termination Event) or Refiner or the Lenders (in the case of a State Termination Event), the other Party may, at its option, initiate termination of this Agreement by delivering a written notice (a “"Notice of Intent to Terminate”") of its intent to terminate this Agreement to the defaulting Party. The Notice of Intent to Terminate shall specify in reasonable detail the Seller Event of Default or the GOP Event of Default, as the case may be, giving rise to such notice. (b2) Following the delivery of the a Notice of Intent to Terminate, the Party in default may continue to undertake efforts to cure the Seller Event of Default or the GOP Event of Default, as the case may be, State and Refiner shall consult for a period of forty five up to ten (4510) Days commencing on the delivery date of such notice days in the case of a failure by either Party to make paymentspayments when due, or for a period of ninety and up to one hundred and twenty (90120) Days commencing on the delivery of such notice in the case of days with respect to any other Seller Refiner Termination Event of Default or GOP State Termination Event of Default, as the case may be, (or such longer period as the Parties they may mutually agree) and if as to what steps shall be taken with a view to remedying or mitigating the default is cured at any time prior to consequences of the delivery of a relevant Refiner Termination Notice in accordance with Section 14.2(c), then the non-defaulting Party shall have no right to terminate this Agreement in respect of such cured Seller Event of Default or GOP State Termination Event of Default, as the case may betaking into account all prevailing circumstances. (c3) Subject to the provisions of Section 14.3 (Notice to the GOP of the Purchaser’s Default) or Section 14.4 (Notice to the Lenders of the Seller’s Default), as the case may be, upon Upon expiration of the cure consultation period described in Section 14.2(bClause 24.3(2) and unless the Parties State and Refiner shall have otherwise agreed or unless the Seller Refiner Termination Event of Default or GOP State Termination Event of Default, as the case may be, giving rise to the Notice of Intent to Terminate shall have been remedied, the Party having given State (in the Notice case of Intent to Terminate a Refiner Termination Event) or Refiner (in the case of a State Termination Event) may terminate this Agreement by delivering a Termination Notice to the other PartyParties. This Upon the delivery of a Termination Notice, the rights and obligations of the Parties under this Agreement shall terminate on immediately terminate, and upon the date specified in the Termination Notice (“Termination Date”), which date shall not be earlier than the date that is ten (10) Business Days following the date on which the Termination Notice is delivered to the other Party or later than thirty (30) Days following the date satisfaction of such deliverycontinuing rights and obligations, this Agreement shall immediately terminate.

Termination Notices. (a) Upon the occurrence of a GOP Event of Default or a Seller Company Event of Default, as the case may be, that is not cured within the applicable cure period, if any, the non-defaulting Party may, at its option, initiate termination of this Agreement by delivering a notice (a “Notice of Intent to Terminate”) of its intent to terminate this Agreement to the defaulting Party. The Notice of Intent to Terminate shall specify in reasonable detail the Seller Company Event of Default or the GOP Event of Default, as the case may be, giving rise to such notice. (b) Following delivery of the Notice of Intent to Terminate, the Party in default may continue to undertake efforts to cure the Seller Company Event of Default or the GOP Event of Default, as the case may be, for a period of forty five (45) Days days commencing on the delivery date of such notice in the case of a failure by either Party to make payments, or for a period of ninety (90) Days days commencing on the delivery of such notice in the case of any other Seller Company Event of Default or GOP Event of Default, as the case may be, (or such longer period as the Parties may mutually agree) and if the default is cured at any time prior to the delivery of a Termination Notice in accordance with Section 14.2(c), then the non-defaulting Party shall have no right to terminate this Agreement in respect of such cured Seller Company Event of Default or GOP Event of Default, as the case may be. (c) Subject to the provisions of Section 14.3 (Notice to the GOP of the Purchaser’s Default) or Section 14.4 (Notice to the Lenders of the Seller’s Default)14.4, as the case may be, upon expiration of the cure period described in Section 14.2(b) and unless the Parties shall have otherwise agreed or unless the Seller Company Event of Default or GOP Event of Default, as the case may be, giving rise to the Notice of Intent to Terminate shall have been remedied, the Party having given the Notice of Intent to Terminate may terminate this Agreement by delivering a Termination Notice to the other Party. This Party whereupon, this Agreement shall terminate on the date (the “Termination Date”) specified in the Termination Notice (“Termination Date”)Notice, which date shall not be earlier than the date that is ten (10) Business Days following the date on which the Termination Notice is delivered to the other Party or later than thirty (30) Days days following the date of such deliverydelivery of the Termination Notice to the other Party, and the provisions of Article XV shall apply.

Termination Notices. (a) Upon the occurrence of a GOP Company Event of Default or a Seller AJ&K/Provincial Government Event of Default, as the case may be, that is not cured within the applicable cure period, period (if any) for cure, the non-defaulting Party AJ&K/Provincial Government or the Company, as the case may be, may, at its option, initiate termination of this Agreement by delivering a notice (a “Notice of Intent to Terminate”) of its intent to terminate this Agreement or, if permitted under Section 11.2(b), immediately deliver a Termination Notice to the defaulting other Party. The Notice of Intent to Terminate shall specify in reasonable detail the Seller Company Event of Default or the GOP AJ&K/Provincial Government Event of Default, as the case may be, giving rise to such notice. (b) Following the delivery of the a Notice of Intent to Terminate, the Party in default may continue to undertake efforts to cure the Seller default for a period (commencing on the delivery of such notice) of forty-five (45) Days in case of a failure by a Party to make any payment when due, and ninety (90) Days with respect to any other Company Event of Default or the GOP AJ&K/Provincial Government Event of Default, as the case may be, for a period of forty five (45) Days commencing on the delivery date of such notice in the case of a failure by either Party to make payments, or for a period of ninety (90) Days commencing on the delivery of such notice in the case of any other Seller Event of Default or GOP Event of Default, as the case may be, be (or such longer period as the Parties may mutually agree) ), and if the default is cured at any time prior to the delivery of a Termination Notice in accordance with Section 14.2(c11.2(c), then the non-defaulting Party shall have no right to terminate this Agreement in respect of such cured Seller default; provided, however, that no cure period shall be available to the Company for a Company Event of Default under Section 11.1(a)(ii) [or GOP Section 11.1(a)(iv)], and immediately upon the occurrence of any such Company Event of Default, as the case may beAJ&K/Provincial Government shall be entitled to deliver a Termination Notice pursuant to Section 11.2(c). (c) Subject to the provisions of Section 14.3 (Notice to the GOP of the Purchaser’s Default) or 11.3 and Section 14.4 (Notice to the Lenders of the Seller’s Default)11.4, as the case may be, upon expiration of the period, if any, allowed to cure period the Company Event of Default or the AJ&K/Provincial Government Event of Default, as the case may be, described in Section 14.2(b11.2(b) and unless the Parties shall have otherwise agreed or unless the Seller Company Event of Default or GOP the AJ&K/Provincial Government Event of Default, as the case may be, giving rise to the Notice of Intent to Terminate shall have been remedied, the non- defaulting Party having given the Notice of Intent to Terminate may terminate this Agreement by delivering a Termination Notice to the other defaulting Party. This , whereupon this Agreement shall immediately terminate on and the date specified in the Termination Notice (“Termination Date”), which date provisions of Article XII shall not be earlier than the date that is ten (10) Business Days following the date on which the Termination Notice is delivered to the other Party or later than thirty (30) Days following the date of such deliveryapply.

Termination Notices. (a) Upon the occurrence of a GOP Event of Default or a Seller Event of DefaultIf, as the case may be, that is not cured within the applicable cure period, if any, the non-defaulting Party may, at its option, initiate termination of this Agreement by delivering a notice (a “Notice of Intent to Terminate”) of its intent to terminate this Agreement to the defaulting Party. The Notice of Intent to Terminate shall specify in reasonable detail the Seller Event of Default or the GOP Event of Default, as the case may be, giving rise to such notice. (b) Following delivery of the Notice of Intent to Terminate, the Party in default may continue to undertake efforts to cure the Seller Event of Default or the GOP Event of Default, as the case may be, for a period of forty five (45) Days commencing on the delivery date of such notice in the case of a failure by either Party to make payments, or for a period of ninety (90) Days commencing on the delivery of such notice in the case of any other Seller Event of Default or GOP Event of Default, as the case may be, (or such longer period as the Parties may mutually agree) and if the default is cured at any time prior to the Escrow Agent’s delivery of a Termination Notice the Down Payment to Seller or Purchaser in accordance with this Agreement, the Escrow Agent receives a certificate of either Seller or Purchaser (for purposes of this Section 14.2(c)4.4, the “Certifying Party”) stating that the Certifying Party is entitled to receive the Down Payment pursuant to the terms of this Agreement, then the non-defaulting Party Escrow Agent shall have no right to terminate this Agreement in respect of such cured Seller Event of Default or GOP Event of Default, as the case may be. (c) Subject to the provisions of Section 14.3 (Notice to the GOP of the Purchaser’s Default) or Section 14.4 (Notice to the Lenders of the Seller’s Default), as the case may be, upon expiration of the cure period described in Section 14.2(b) and unless the Parties shall have otherwise agreed or unless the Seller Event of Default or GOP Event of Default, as the case may be, giving rise to the Notice of Intent to Terminate shall have been remedied, the Party having given the Notice of Intent to Terminate may terminate this Agreement by delivering a Termination Notice promptly give notice thereof to the other party (for purposes of this Section 4.4, the “Other Party. This Agreement shall terminate on the date specified in the Termination Notice (“Termination Date”), which date notice shall be accompanied by a copy of such certificate. The Other Party shall have the right to object to the delivery of the Down Payment to the Certifying Party by giving written notice of such objection (a “Notice of Objection”) to the Escrow Agent and the Certifying Party within ten Business Days after the Other Party’s receipt of such notice from the Escrow Agent, but not thereafter, which Notice of Objection shall set forth in reasonable detail the basis for such objection. If the Other Party does not give a Notice of Objection within such ten Business Day period, then the Escrow Agent shall deliver the Down Payment to the Certifying Party, and thereupon, the Escrow Agent shall be discharged and released from any and all liability hereunder. If the Escrow Agent receives a Notice of Objection from the Other Party within such ten Business Day period, then the Escrow Agent shall not be earlier than so deliver the date that is ten Down Payment, but shall continue to hold the same in accordance with the terms of this Agreement until (10a) Business Days following the date on Escrow Agent receives notice from the Other Party withdrawing the Notice of Objection, in which case the Termination Notice is delivered Escrow Agent shall then disburse the Down Payment to the other Party Certifying Party, (b) the Escrow Agent receives a joint notice from Seller and Purchaser directing the disbursement of the Down Payment, in which case the Escrow Agent shall then disburse the Down Payment in accordance with such joint notice, (c) the Escrow Agent deposits the Down Payment with a court of competent jurisdiction after having commenced an action for interpleader pursuant to Section 4.5 or later than thirty (30d) Days following the date Escrow Agent receives a certified copy of a final (i.e., beyond appeal and not subject to any pending appeal) order or judgment of a court of competent jurisdiction directing the disbursement of the Down Payment, in which case the Escrow Agent shall then disburse the Down Payment in accordance with such deliveryorder or judgment. The provisions of this Section 4.4 shall survive the termination of this Agreement.

Termination Notices. (a) Upon the occurrence of a GOP Event of Default or a Seller Company Event of Default, as the case may be, that is not cured within the applicable cure period, if any, the non-defaulting Party may, at its option, initiate termination of this Agreement by delivering a notice (a ““ Notice of Intent to TerminateTerminate ”) of its intent to terminate this Agreement to the defaulting Party. The Notice of Intent to Terminate shall specify in reasonable detail the Seller Company Event of Default or the GOP Event of Default, as the case may be, giving rise to such notice. (b) Following delivery of the Notice of Intent to Terminate, the Party in default may continue to undertake efforts to cure the Seller Company Event of Default or the GOP Event of Default, as the case may be, for a period of forty five (45) Days days commencing on the delivery date of such notice in the case of a failure by either Party to make payments, or for a period of ninety (90) Days days commencing on the delivery of such notice in the case of any other Seller Company Event of Default or GOP Event of Default, as the case may be, (or such longer period as the Parties may mutually agree) and if the default is cured at any time prior to the delivery of a Termination Notice in accordance with Section 14.2(c), then the non-defaulting Party shall have no right to terminate this Agreement in respect of such cured Seller Company Event of Default or GOP Event of Default, as the case may be. (c) Subject to the provisions of Section 14.3 (Notice to the GOP of the Purchaser’s Default) or Section 14.4 (Notice to the Lenders of the Seller’s Default)14.4, as the case may be, upon expiration of the cure period described in Section 14.2(b) and unless the Parties shall have otherwise agreed or unless the Seller Company Event of Default or GOP Event of Default, as the case may be, giving rise to the Notice of Intent to Terminate shall have been remedied, the Party having given the Notice of Intent to Terminate may terminate this Agreement by delivering a Termination Notice to the other Party. This , whereupon this Agreement shall terminate on the date (the “ Termination Date”) specified in the Termination Notice (“Termination Date”)Notice, which date shall not be earlier than the date that is ten (10) Business Days following the date on which the Termination Notice is delivered to the other Party or later than thirty (30) Days days following the date of such deliverydelivery of the Termination Notice to the other Party, and the provisions of Article XV shall apply.

Termination Notices. (a) Upon the occurrence of a GOP GOL Event of Default or a Seller Company Event of Default, as the case may be, that is not cured within the applicable cure period, if anyperiod for cure, the non-non- defaulting Party may, at its option, initiate termination of this Agreement by delivering a notice (a “Notice of Intent to Terminate”) of its intent to terminate this Agreement Terminate to the defaulting Party. The Notice of Intent to Terminate shall specify in reasonable detail the Seller Company Event of Default or the GOP GOL Event of Default, as the case may be, giving rise to such notice. (b) Following the delivery of a Notice of Intent to Terminate, the Parties shall consult for a period of up to forty-five (45) Days with respect to a failure by either Party to make payments when due, and up to ninety (90) Days with respect to any other Event of Default (or such longer period as the Parties may mutually agree), as to what steps shall be taken with a view to mitigating the consequences of the relevant Event of Default taking into account all the circumstances. During the period following the delivery of the Notice of Intent to Terminate, the Party in default may continue to undertake efforts to cure the Seller Event of Default or the GOP Event of Defaultdefault, as the case may be, for a period of forty five (45) Days commencing on the delivery date of such notice in the case of a failure by either Party to make payments, or for a period of ninety (90) Days commencing on the delivery of such notice in the case of any other Seller Event of Default or GOP Event of Default, as the case may be, (or such longer period as the Parties may mutually agree) and if the default is cured at any time prior to the delivery of a Termination Notice in accordance with Section 14.2(c17.3(c), then the non-defaulting Party shall have no right to terminate this Agreement in respect of such cured Seller Event of Default or GOP Event of Default, as the case may bedefault. (c) Subject to the provisions of Section 14.3 (Notice to the GOP of the Purchaser’s Default) or Section 14.4 (Notice to the Lenders of the Seller’s Default), as the case may be, upon Upon expiration of the cure consultation period described in Section 14.2(b17.3(b) and unless the Parties shall have otherwise agreed or unless the Seller Event of Default or GOP Event of Default, as the case may be, giving rise to the Notice of Intent to Terminate shall have been remedied, the Party having given the Notice of Intent to Terminate may terminate this Agreement by delivering deliver a Termination Notice to the other Party. This Agreement , whereupon Article XVIII shall terminate on the date specified in the Termination Notice (“Termination Date”), which date shall not be earlier than the date that is ten (10) Business Days following the date on which the Termination Notice is delivered to the other Party or later than thirty (30) Days following the date of such deliveryapply.