Resolution 2016-54 - Laserfiche WebLink

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termination to the other party. The Parties agree that neither the occurrence of a Material Event nor termination of this Agreement in accordance with this Section for a Material Event shall be considered to be a default or breach under this Agreement. 13. Events of Default; Termination for Default 13.1. Buyer Default. Each of the following events will constitute a default on the part of Buyer (a "Buyer Default"): (a) Except as otherwise expressly permitted of Buyer in this Agreement, Buyer terminates this Agreement before the end of the Term. (b) Buyer fail to pay any amount due under this Agreement when due, and such failure continues for an additional ten (10) days after such amount is due. (c) Buyer breaches any warranty or representation of Buyer set forth in this Agreement, or fails to perform any material obligation of this Agreement (other than failure to pay), and such breach or failure is not cured by Buyer within thirty (30) days after Buyer receives written notice of such breach or failure from Seller, or, if such breach or failure is not capable of cure within such thirty (30) day period, then Buyer (1) fails to begin such cure within ten (10) days of such written notice or (II) to complete the cure of such breach or failure with sixty (60) days of such written notice using diligent efforts. (d) Buyer institutes or consents to any proceeding in bankruptcy pertaining to Buyer or its property; or fails to obtain the dismissal of any such proceeding within thirty days of filing; or a receiver, trustee or similar official is appointed for Buyer or a substantially all of Buyer's property or assets; or such property or assets become subject to attachment, execution or other judicial seizure; or Buyer is adjudicated to be insolvent. (e) Buyer attempts to claim any RECs, Environmental Attributes or Tax Incentives in connection with the Solar Energy Facility or Buyer's Solar Interest. 13.2. Seller Default. Each of the following events will constitute a default on the part of Seller (a "Seller Default") provided there is no concurrent Buyer Default: (a) Seller breaches any warranty or representation of Buyer set forth In this Agreement, or fails to perform any material obligation of this Agreement, and such breach or failure is not cured by Seller within thirty (30) days after Seller receives written notice of such breach or failure from Buyer, or, if such breach or failure is not capable of cure within such thirty (30) day period, then Seller (i) falls to begin such cure within ten (10) days of such written notice or (ii) to complete the cure of such breach or failure with sixty (60) days of such written notice using diligent efforts. 13.3. Buyer's Remedies in Case of Seller's Default. If a Seller Default occurs and is continuing after the expiration of the cure period applicable thereto, then, Buyer may terminate this Agreement by written notice to Seller without further obligation other than to pay the Monthly Payment for all Production Months (or partial Production Months) occurring prior to the date of such written notice from Buyer. 13.4. Seller's Remedies in Case of Buyer's Default. if a Buyer Default occurs and is continuing after the expiration of the cure period applicable thereto, Seller shall be entitled to terminate this Agreement for breach, andfor to seek such remedies as are available to Company at law or in equity including specific performance. 14. Force Majeure. Except as specifically provided herein, if by reason of Force Majeure, a Party is unable to carry out, either in whole or in part, any of its obligations herein contained, such Party (the "Affected Party") shall not be deemed to be in default during the continuation of such inability, Page 10 of 17