Common use of Contractor’s Default Clause in Contracts

Contractor’s Default. Contractor shall be immediately in default of its obligations hereunder upon the occurrence of any one or more of the following events, acts or conditions: (a) Contractor shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or the appointment of or taking of possession by any such official in an involuntary case or other proceeding commenced against it, or shall generally not pay its debts as they become due, or shall make a general assignment for the benefit of creditors, or shall take any corporate action to authorize any of the foregoing; (b) An involuntary case or other proceeding shall be commenced against Contractor seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed or unstayed for a period of sixty (60) days; (c) Any representation or warranty made by Contractor under Article 24 hereof was false or materially misleading when made and at the time Owner or Contractor becomes aware that such representation or warranty was false or misleading it could reasonably be expected to have a material adverse effect on Owner or the Project, and Contractor fails to remedy such false or materially misleading representation or warranty within thirty (30) days after Contractor receives a written notice from Owner with respect thereto; 133 (d) Except as otherwise permitted under Section 17.1 hereof, Contractor assigns or transfers this Agreement (or any right or interest herein) without the express written consent of Owner; (e) Contractor (i) knowingly fails to maintain any insurance coverages required of it pursuant to Article 14 hereof, or (ii) otherwise fails to maintain and, within three business days of its receipt of a written notice from Owner with respect thereto, fails to correct its failure to maintain any such required insurance coverages; (f) Contractor or any Subcontractor fails to comply with any provision of any Applicable Law or Applicable Permit, and such failure is not remedied within (i) thirty (30) days after Contractor receives actual knowledge thereof, or (ii) such longer period as may be necessary for Contractor to cure such failure, not to exceed one hundred twenty (120) days, provided that Contractor diligently pursues the cure of such failure and such cure is effected in such a manner and within such time that such failure to comply could not reasonably be expected to have a material adverse effect on Owner or the Project; (g) The cessation or abandonment by Contractor of the performance of the Services, and Contractor fails to recommence the Services within ten days after Contractor receives a written notice from Owner with respect thereto, unless due to an Emergency (provided that Contractor shall have furnished Owner with a reasonable justification for its course of action within twenty four (24) hours of declaring the emergency in question, which course of action is consistent with the standards of performance required hereunder); (h) The EPC Guaranty issued by [Siemens Corporation] (or its permitted successors thereunder) pursuant to Section 2.1.27 hereof is terminated or repudiated or an Event of Default (as defined therein) exists thereunder; (i) Contractor fails to supply sufficient skilled workers or suitable materials or equipment to perform the Services, or fails to make prompt payments to Subcontractors (unless such payment is the subject of a bona fides dispute, and provided that Contractor is in compliance with its requirements under Sections 2.1.22, 4.6 and 10.2 hereof) or for labor, materials or equipment, and does not remedy any such failure within thirty (30) days of receipt of written notice from Owner with respect thereto; (1) None of Provisional Acceptance, Interim Acceptance and Final Acceptance of the Facility shall have occurred, and Contractor shall have failed to provide Owner with a Plan relating thereto in accordance with Section 7.2.1 hereof, in each case by the date that is forty (40) days after the Guaranteed Provisional Acceptance Date; (2) Neither Provisional Acceptance nor Interim Acceptance of the Facility shall have occurred within twelve (12) months following the Guaranteed Provisional Acceptance Date; or (3) Final Acceptance of the Facility shall not have occurred by the Guaranteed Final Acceptance Date; provided, however, that if on or before the Guaranteed Final Acceptance Date the Facility has achieved at least Provisional Acceptance and has achieved all other requirements for Final Acceptance except for the Reliability Guarantee, such failure to achieve Final Acceptance shall not constitute an Event of Default under this Section 16.1(j)(3) unless such failure continues to exist on the date that is ninety (90) days after the Guaranteed Final Completion Date; (k) Contractor fails to achieve any of the Construction Progress Milestones, fails to have an Approved Plan relating thereto and fails to be proceeding in accordance with a Plan as revised by comments from Owner and Independent Engineer pursuant to clause (x) of Section 7.6.2 hereof, and each such failure continues to exist on the date that is sixty (60) days after the corresponding Construction Progress Milestone Date; or (l) Contractor fails to perform or observe in any material respect any provision of this Agreement not otherwise addressed in this Section 16.1 and fails to remedy any such failure within (i) thirty (30) days 135 after Contractor receives a written notice from Owner with respect thereto, or (ii) such longer period as may be necessary for Contractor to cure such failure, not to exceed one hundred twenty (120) days, provided that Contractor diligently pursues the cure of such failure and such cure is effected in such a manner and within such time that such failure to comply could not reasonably be expected to have a material adverse effect on Owner or the Project.

Contractor’s Default. Contractor shall be immediately in default of its obligations hereunder upon the The occurrence of any one or more of the following events, acts or conditionsevents shall be a default by Contractor under this Contract: (a) 1. Contractor shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its propertybecome insolvent, or shall consent to take the benefit of any such relief present or the appointment of or taking of possession by any such official in an involuntary case or other proceeding commenced against it, or shall generally not pay its debts as they become duefuture insolvency statute, or shall make a general assignment for the benefit of creditors, or shall take file a voluntary petition in bankruptcy or a petition or answer seeking an arrangement of its organization or the readjustment of its indebtedness under the federal bankruptcy laws or under any corporate action to authorize any other law or statute of the foregoing; (b) An involuntary case United States or other proceeding shall be commenced against Contractor seeking liquidationof any state thereof, reorganization or other relief with respect consent to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a receiver, trustee, receiver, liquidator, custodian or other similar official liquidator of it all or any substantial part substantially all of its property, and such involuntary case or other proceeding shall remain undismissed or unstayed for a period of sixty (60) days; (c) Any representation or warranty made by Contractor under Article 24 hereof was false or materially misleading when made and at the time Owner or Contractor becomes aware that such representation or warranty was false or misleading it could reasonably be expected to have a material adverse effect on Owner or the Project, and Contractor fails to remedy such false or materially misleading representation or warranty within thirty (30) days after Contractor receives a written notice from Owner with respect thereto; 133 (d) Except as otherwise permitted under Section 17.1 hereof, Contractor assigns or transfers this Agreement (or any right or interest herein) without the express written consent of Owner; (e) Contractor (i) knowingly fails to maintain any insurance coverages required of it pursuant to Article 14 hereof, or (ii) otherwise fails to maintain and, within three business days of its receipt of a written notice from Owner with respect thereto, fails to correct its failure to maintain any such required insurance coverages; (f) Contractor or any Subcontractor fails to comply with any provision of any Applicable Law or Applicable Permit, and such failure is not remedied within (i) thirty (30) days after Contractor receives actual knowledge thereof, or (ii) such longer period as may be necessary for Contractor to cure such failure, not to exceed one hundred twenty (120) days, provided that Contractor diligently pursues the cure of such failure and such cure is effected in such a manner and within such time that such failure to comply could not reasonably be expected to have a material adverse effect on Owner or the Project; (g) The cessation or abandonment by Contractor of the performance of the Services, and Contractor fails to recommence the Services within ten days after Contractor receives a written notice from Owner with respect thereto, unless due to an Emergency (provided that Contractor shall have furnished Owner with a reasonable justification for its course of action within twenty four (24) hours of declaring the emergency in question, which course of action is consistent with the standards of performance required hereunder); (h) The EPC Guaranty issued by [Siemens Corporation] (or its permitted successors thereunder) pursuant to Section 2.1.27 hereof is terminated or repudiated or an Event of Default (as defined therein) exists thereunder; (i) Contractor fails to supply sufficient skilled workers or suitable materials or equipment to perform the Services, or fails to make prompt payments to Subcontractors (unless such payment is the subject of a bona fides dispute, and provided that Contractor is in compliance with its requirements under Sections 2.1.22, 4.6 and 10.2 hereof) or for labor, materials or equipment, and does not remedy any such failure within thirty (30) days of receipt of written notice from Owner with respect thereto; (1) None of Provisional Acceptance, Interim Acceptance and Final Acceptance of the Facility shall have occurred, and Contractor shall have failed to provide Owner with a Plan relating thereto in accordance with Section 7.2.1 hereof, in each case by the date that is forty (40) days after the Guaranteed Provisional Acceptance Date; (2) Neither Provisional Acceptance nor Interim Acceptance of the Facility shall have occurred within twelve (12) months following the Guaranteed Provisional Acceptance Date; or (3) Final Acceptance 2. By order or decree of a court, Contractor shall be adjudged bankrupt or an order shall be made approving a petition filed by any of the Facility creditors or, if Contractor is a corporation, by any of the stockholders of Contractor seeking its reorganization or the readjustment of its indebtedness under the federal bankruptcy laws or under any law or statute of the United States or of any state thereof; or 3. A petition under any part of the federal bankruptcy laws or an action under any present or future insolvency law or statute shall not have occurred by the Guaranteed Final Acceptance Date; provided, however, that if on or before the Guaranteed Final Acceptance Date the Facility has achieved at least Provisional Acceptance and has achieved all other requirements for Final Acceptance except for the Reliability Guarantee, such failure to achieve Final Acceptance shall not constitute an Event of Default under this Section 16.1(j)(3) unless such failure continues to exist on the date be filed against Contractor that is not dismissed within ninety (90) days after the Guaranteed Final Completion Date; (k) Contractor fails to achieve any of the Construction Progress Milestones, fails to have an Approved Plan relating thereto and fails to be proceeding in accordance with a Plan as revised by comments from Owner and Independent Engineer pursuant to clause (x) of Section 7.6.2 hereof, and each such failure continues to exist on the date that is sixty (60) days after the corresponding Construction Progress Milestone Datefiling thereof; or (l) 4. This Contract or the rights and interest of Contractor fails to perform hereunder be transferred to, pass to, or observe devolve upon, by operation of law or otherwise any other person, firm, or corporation without Administration’s prior written approval; or 5. There is a substantial change in any material respect any provision the ownership or proprietorship of Contractor, which, in the sole opinion of the Administration, is not in the best interest of the Administration, or the public and substantially diminishes, or indicates the substantial diminution of Contractor's performance of its obligations under this Agreement not otherwise addressed in this Section 16.1 and fails to remedy any such failure within (i) Contract; or 6. Contractor shall, notwithstanding thirty (30) days 135 after Contractor receives a day prior written notice from Owner with respect theretoAdministration to rectify any of the following irregularities, (i) cease to be properly registered, qualified, or otherwise remain in good standing in the state of its incorporation, or (ii) cease to be qualified or registered to do business in the State of Maryland, or (iii) become a corporation in dissolution; or 7. Contractor is declared by its mortgagee in default on its mortgage agreement beyond any notice or cure period; or 8. Contractor, if a corporation, without the prior written consent of the Administration, becomes a non-surviving merged corporation in a merger, a constituent corporation in a consolidation, or a corporation in dissolution; or 9. Contractor is, or Contractors collectively are, doing business as, or constitute, a co-partnership, and the said co-partnership is dissolved as the result of any action or omission of its co-partners or any of them or by operation of law or the order or decree of any court having jurisdiction, or for any other reason whatsoever; or 10. By or pursuant to, or under authority of any federal, State or local statute, regulation or rule, or any order or decree of any court or governmental board, agency or officer having jurisdiction, a receiver, trustee, or liquidator takes possession or control of all or substantially all of the property of the Contractor, and such longer possession or control continues in effect for a period of fifteen (15) calendar days; or 11. Any lien is filed against the Airport property because of any act or omission of the Contractor or any of its agents, servants, employees, or contractors, and is not removed within thirty (30) calendar days; or 12. The Contractor abandons, deserts, vacates, or discontinues performance of its operations and services required by the Contract; or 13. The Contractor assigns, transfers, encumbers or subcontracts the Contract or any interest therein without the prior written approval of the Administration; or 14. The Contractor fails to pay punctually any Rents and other charges or to make any other payment required under this Contract when due to the Administration; or 15. The Contractor fails to maintain the quality of service to the public to the sole satisfaction of the Administration, as may be necessary required under this Contract, within ten (10) calendar days after receiving notice from the Administration to correct the condition or practice objected to; or 16. There is a cessation or deterioration of services provided by Contractor, as required under this Contract, for a period which, in the judgment of Administration, substantially and adversely affects the operations; or 17. The Contractor or any of its agents, servants, employees, or contractors conducts business activities at the Airport beyond those authorized under this Contract, without the prior written approval of the Administration; or 18. The Contractor or any of its agents, servants, employees, or contractors fails to keep, perform and observe each and every promise, covenant, condition, and agreement set forth in the Contract, and does not cure such failurefailure within ten (10) calendar days after receipt of written notice of non-compliance by Administration, not or, when fulfillment of its obligation requires activity over a period of time, fails to exceed one hundred twenty (120) dayscommence performance to the satisfaction of the Administration, provided that Contractor diligently pursues the cure of such failure and such cure is effected in such a manner and within such time that such failure to comply could not reasonably be expected to have a material adverse effect on Owner or the Project.ten

Contractor’s Default. Contractor shall be immediately in default of its obligations (“Contractor Default”) hereunder upon the occurrence of any one or more of the following events, acts or conditionsif: (a) A Project Party fails in any material respect to comply with its obligations under the Project Documents; provided, however, that if all material adverse consequences of a breach of an obligation can be cured or remedied by Contractor within a period of thirty (30) days after such breach, such breach shall not become a Contractor Default until thirty (30) days after such breach; (b) A Project Party assigns the Project Documents to which it is a party other than as permitted both hereunder and thereunder; (c) A Project Party shall commence a voluntary case under the Bankruptcy Code; file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts; consent to or fail to contest in a timely and appropriate manner any petition filed against it in an insolvency case under such bankruptcy laws or other proceeding seeking liquidationlaws; apply for, reorganization or other relief with respect consent to or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its propertyassets; admit in writing its inability to pay, or shall consent to any such relief or the appointment of or taking of possession by any such official in an involuntary case or other proceeding commenced against it, or shall generally not pay be paying, its debts (other than those that are the subject of bona fide disputes) as they become due, or shall ; make a general assignment for the benefit of creditors, or shall ; take any corporate action to authorize for the purpose of effecting any of the foregoing; (b) An involuntary ; or a case or other proceeding shall be commenced by a third party against Contractor a Project Party seeking liquidation, reorganization (i) relief under the Bankruptcy Code or other relief with respect to it or its debts under any other laws, domestic or foreign, relating to bankruptcy, insolvency insolvency, reorganization, winding up or other similar law now composition or hereafter in effect adjustment of debts or seeking (ii) the appointment of a trustee, receiver, liquidatorcustodian, custodian liquidator or other similar official the like of it such Project Party of all or any substantial part of its propertyassets, and such involuntary case or other proceeding shall remain continue undismissed or unstayed for a period of sixty (60) days; (cd) Any any representation or warranty made by Contractor under Article 24 hereof was false or materially misleading when made and at the time Owner or Contractor becomes aware that such representation or warranty was false or misleading it could reasonably be expected for which an express remedy is not provided shall prove to have a been false in any material adverse effect on Owner or respect as of the Project, and Contractor fails to remedy such false or materially misleading representation or warranty within thirty (30) days after Contractor receives a written notice from Owner with respect thereto; 133 (d) Except as otherwise permitted under Section 17.1 hereof, Contractor assigns or transfers this Agreement (or any right or interest herein) without the express written consent of Ownerdate made; (e) Contractor any Judgment shall be entered against any Project Party (i) knowingly fails to maintain any insurance coverages required of it pursuant to Article 14 hereof, decreeing such Person’s involuntary dissolution or split up or (ii) otherwise fails to maintain and, within three business days any (x) such Judgment shall award non monetary relief which results in a Material Adverse Change or (y) such Judgment shall award monetary damages in an amount of its receipt of a written notice from Owner (I) $_ with respect theretoto Contractor or (II) with respect to Project Parties other than Contractor, fails to correct its failure to maintain any such required insurance coveragesJudgment shall award monetary damages in an amount that would cause a Material Adverse Change; (f) Contractor as a result of an act or any Subcontractor fails to comply with any provision omission of any Applicable Law or Applicable PermitProject Party, any of the Security Documents shall for any reason cease to be in full force and such failure is not remedied within (i) thirty (30) days after Contractor receives actual knowledge thereofeffect, or (ii) such longer period shall cease to give Company the Liens, rights, powers and privileges purported to be created thereby in any material respect. At any time, as may be necessary for Contractor to cure such failurea result of an act or omission of any Project Party, not to exceed one hundred twenty (120) days, provided that Contractor diligently pursues the cure of such failure and such cure is effected in such a manner and within such time that such failure to comply could not reasonably be expected Company shall fail to have a material adverse effect on Owner or first priority perfected security interest in all the ProjectCollateral; (g) The cessation or abandonment by Contractor of the performance of the Services, a Material Adverse Change shall have occurred and Contractor fails to recommence the Services within ten days after Contractor receives a written notice from Owner with respect theretobe continuing, unless due to such Material Adverse Change is a result of an Emergency (provided that Contractor shall have furnished Owner with a reasonable justification for its course act or omission of action within twenty four (24) hours of declaring the emergency in question, which course of action is consistent with the standards of performance required hereunder);Company; or (h) The EPC Guaranty issued by [Siemens Corporation] (or its permitted successors thereunder) pursuant to Section 2.1.27 hereof is terminated or repudiated or an Event of Default (as defined therein) exists thereunder; (i) Contractor fails to supply sufficient skilled workers pay liquidated damages to Company or suitable materials or equipment to perform the ServicesSubstantial Completion XX Xxxxx Account when due, or fails except to make prompt the extent such payments to Subcontractors (unless such payment is the subject of a bona fides dispute, and provided that Contractor is are being disputed in compliance with its requirements under Sections 2.1.22, 4.6 and 10.2 hereof) or for labor, materials or equipment, and does not remedy any such failure within thirty (30) days of receipt of written notice from Owner with respect thereto; (1) None of Provisional Acceptance, Interim Acceptance and Final Acceptance of the Facility shall have occurred, and Contractor shall have failed to provide Owner with a Plan relating thereto in accordance with Section 7.2.1 hereof, in each case by the date that is forty (40) days after the Guaranteed Provisional Acceptance Date; (2) Neither Provisional Acceptance nor Interim Acceptance of the Facility shall have occurred within twelve (12) months following the Guaranteed Provisional Acceptance Date; or (3) Final Acceptance of the Facility shall not have occurred by the Guaranteed Final Acceptance Date; provided, however, that if on or before the Guaranteed Final Acceptance Date the Facility has achieved at least Provisional Acceptance and has achieved all other requirements for Final Acceptance except for the Reliability Guarantee, such failure to achieve Final Acceptance shall not constitute an Event of Default under this Section 16.1(j)(3) unless such failure continues to exist on the date that is ninety (90) days after the Guaranteed Final Completion Date; (k) Contractor fails to achieve any of the Construction Progress Milestones, fails to have an Approved Plan relating thereto and fails to be proceeding in accordance with a Plan as revised by comments from Owner and Independent Engineer pursuant to clause (x) of Section 7.6.2 hereof, and each such failure continues to exist on the date that is sixty (60) days after the corresponding Construction Progress Milestone Date; or (l) Contractor fails to perform or observe in any material respect any provision of this Agreement not otherwise addressed in this Section 16.1 and fails to remedy any such failure within (i) thirty (30) days 135 after Contractor receives a written notice from Owner with respect thereto, or (ii) such longer period as may be necessary for Contractor to cure such failure, not to exceed one hundred twenty (120) days, provided that Contractor diligently pursues the cure of such failure and such cure is effected in such a manner and within such time that such failure to comply could not reasonably be expected to have a material adverse effect on Owner or the Projectgood faith.

Contractor’s Default. Contractor shall be immediately in default of its obligations hereunder upon the occurrence of any one or more of the following events, acts or conditions: (a) Contractor shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or the appointment of or taking of possession by any such official in an involuntary case or other proceeding commenced against it, or shall generally not pay its debts as they become due, or shall make a general assignment for the benefit of creditors, or shall take any corporate action to authorize any of the foregoing; (b) An involuntary case or other proceeding shall be commenced against Contractor seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed or unstayed for a period of sixty (60) days; (c) Any representation or warranty made by Contractor under Article 24 hereof was false or materially misleading when made and at the time Owner or Contractor becomes aware that such representation or warranty was false or misleading it could reasonably be expected to have a material adverse effect on Owner or the Projectmade, and Contractor fails to remedy such false or materially misleading representation or warranty within thirty (30) days after Contractor receives a written notice from Owner with respect thereto; 133; (d) Except as otherwise permitted under Section 17.1 hereof, Contractor assigns or transfers this Agreement (or any right or interest herein) in breach of Section 17.1 hereof without the express written consent of Owner; (e) Contractor (i) knowingly fails to maintain any insurance coverages required of it pursuant to Article 14 hereof, or (ii) otherwise fails to maintain and, within three two business days of its receipt receiving actual knowledge of a written notice from Owner with respect theretosuch failure, fails to correct its failure to maintain any such required insurance coverages; (f) Contractor or any Subcontractor fails to comply with any provision of any Applicable Law or Applicable Permit, and such failure is not remedied within (i) thirty ten (3010) days after Contractor receives actual knowledge thereof, or (ii) such longer period as may be necessary for Contractor to cure such failure, not to exceed one hundred twenty (120) days, provided PROVIDED that Contractor diligently pursues the cure of such failure and such cure is effected in such a manner and within such time that such failure to comply could not reasonably be expected to have a material adverse effect on Owner or the Project; (g) The cessation (other than as expressly permitted by Article 15 hereof) or abandonment by Contractor of the performance of the Services, and Contractor fails to recommence the Services within ten (10) days after Contractor receives a written notice from Owner with respect thereto, unless due to an Emergency emergency (provided PROVIDED that Contractor shall have furnished Owner with a reasonable justification for its course of action within twenty four (24) hours of declaring the emergency in question, which course of action is consistent with the standards of performance required hereunder); (h) The EPC Guaranty issued by [Siemens Corporation] Contractor (or its permitted successors thereunder1) pursuant to Section 2.1.27 hereof is terminated or repudiated or an Event of Default (as defined therein) exists thereunder; (i) Contractor fails to supply sufficient skilled workers or suitable materials or equipment to perform the Services, or (2) fails to make prompt payments when due to Subcontractors (unless such payment is the subject of a bona fides fide dispute, and provided PROVIDED that Contractor is in compliance with its requirements under Sections 2.1.22, 4.6 and 10.2 hereof) or for labor, materials or equipment, and does not remedy any such failure within thirty (30) days of receipt of written notice thereof from Owner (with respect theretoto clause (1) above) or within thirty (30) days of receiving actual knowledge thereof (with respect to clause (2) above); (i) Either of the following events or conditions shall have occurred or exist: (1) None of On the date that is [*] after the Guaranteed Provisional AcceptanceAcceptance Date, Interim (i) neither Provisional Acceptance and nor Final Acceptance of the Facility shall have occurred, and (ii) Contractor shall have failed to provide Owner with a Plan relating thereto in accordance with Section 7.2.1 hereof, in each case by the date that is forty (40) days after the Guaranteed Provisional Acceptance Date; (2) Neither Provisional Acceptance nor Interim Acceptance of the Facility shall have occurred within twelve (12) months following the Guaranteed Provisional Acceptance Date; or (32) Final Acceptance of the Facility shall not have occurred by the Guaranteed Final Acceptance Date; provided, however, and Contractor is not proceeding in 109 accordance with a Plan that if on has been approved and/or modified by Owner in accordance with Section 7.2.1(b) or before the Guaranteed Final Acceptance Date the Facility has achieved at least Provisional Acceptance and has achieved all other requirements for Final Acceptance except for the Reliability Guarantee, such failure 7.6.2(b) hereof; (j) Contractor (i) fails to achieve Final Acceptance shall not constitute an Event of Default under this Section 16.1(j)(3any Construction Progress Milestone, and (ii) unless such failure continues to exist on fails, by the date that is ninety (90) days [*] after the Guaranteed Final Completion Date; (k) Contractor fails to achieve any of the such Construction Progress MilestonesMilestone Date, fails to have an Approved Plan relating thereto and fails to be proceeding in accordance with a Plan as revised that has been approved and/or modified by comments from Owner and Independent Engineer pursuant to clause (x) of Section 7.6.2 hereof, and each such failure continues to exist on the date that is sixty (60) days after the corresponding Construction Progress Milestone Date; or; (lk) Contractor fails to perform or observe in any material respect any provision of this Agreement not otherwise addressed in this Section 16.1 and fails to remedy any such failure within (i) thirty (30) days 135 after Contractor receives a written notice from Owner with respect thereto, or (ii) such longer period as may be necessary for Contractor to cure such failure, not to exceed one hundred twenty (120) days, provided PROVIDED that Contractor diligently pursues the cure of such failure and such cure is effected in such a manner and within such time that such failure to comply could not reasonably be expected to have a material adverse effect on Owner or the Project; or (l) The EPC Guaranty issued by Raytheon Corporation pursuant to Section 2.1.26 hereof is terminated or repudiated or an event of default (as defined therein) exists thereunder.