Demand Failure definition

Demand Failure means a failure by Company to comply with its obligations related to any Securities Demand in accordance with the provisions of Section 7.15(b) (the next Business Day following such Demand Failure being the “Demand Failure Date”).

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Demand Failure has the meaning set forth in Section 5.15(f).

Demand Failure means that, for a period of twenty (20) days in any rolling sixty (60) day period, the aggregate energy output generated by all of the Equipment that has achieved Go-Live under the relevant Rental Order is less than seventy percent (70%) of the lesser of (A) the aggregate nameplate production capacity for the relevant Equipment specified in the relevant Rental Order as adjusted for actual site conditions on a turbine-type basis in accordance with the relevant Rental Order or (B) the aggregate production capacity directed by Customer. For purposes of clarification, any non-performing piece of Equipment that is properly terminated pursuant to a relevant Rental Order shall not be considered for the purposes of calculating a Demand Failure above.

Examples of Demand Failure in a sentence

• For the avoidance of doubt, a Demand Failure shall not, in and of itself, constitute a Default hereunder.

• A Demand Failure Event will not constitute a default or event of default under the Bridge Facility.

• The foregoing shall be the Lenders’ sole and exclusive remedy for a Demand Failure Event.

• From and after the occurrence of a Demand Failure Event, any such offer to prepay shall be at 101% of the principal amount of the outstanding Bridge Loans or Rollover Loans.

• Any prepayment pursuant to this Section 2.05(a) that is made after the date a Demand Failure Event has occurred (regardless of whether such Demand Failure Event is continuing) and prior to October 11, 2024, shall be made at par, plus all accrued interest on the amount prepaid, together with any additional amounts if required pursuant to Section 3.05, plus the Applicable Premium.

• Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein, but upon and following the occurrence of a Demand Failure Event, notwithstanding anything contained in any Loan Document, each Loan shall be a Total Cap Loan.

• If a Demand Failure Event occurs, the Bridge Loans and Rollover Loans may only be prepaid, in whole or in part, at the option of the Company, at any time upon three days’ prior written notice at par plus accrued interest to the date of repayment plus the Applicable Premium that would apply to a voluntary redemption of Exchange Notes.

• Notwithstanding anything to the contrary contained in any Loan Document, from and after the occurrence of a Demand Failure Event, no Loan may be converted from a Total Cap Loan to any other Type of Loan.

• Notwithstanding anything to the contrary contained herein, it is agreed and understood that (1) the occurrence of a Demand Failure of the type contemplated by clause (ii) of the definition thereof shall not constitute a Default or an Event of Default and (2) the remedies set forth in the immediately preceding sentence and in Section 2.07(b) shall be the sole and exclusive remedies in the event of such Demand Failure.

• From and after the Conversion Date or any Demand Failure Event, each holder of Bridge Loans or Rollover Loans may elect to accept or waive a prepayment such holder is otherwise entitled to receive pursuant to this paragraph.