Common use of DB Contractor Maintenance Defaults Clause in Contracts

DB Contractor Maintenance Defaults. DB Contractor shall be in default under this CMA upon the occurrence of any one or more of the following events or conditions (each, a “DB Contractor Maintenance Default”): (a) A DB Contractor Event of Default under the Design-Build Contract; (b) DB Contractor fails to timely observe or perform, or cause to be observed or performed, any covenant, agreement, obligation, term or condition required to be observed or performed by DB Contractor under the CMA Documents, including failure to perform the Maintenance Services in accordance with the CMA Documents; (c) DB Contractor fails to resume performance of Maintenance Services that have been suspended or stopped within the time specified in the originating notification after receipt of notice from TxDOT to do so or (if applicable) after cessation of the event preventing performance; (d) DB Contractor suspends, ceases, stops or abandons performance of the Maintenance Services or fails to continuously and diligently prosecute the Maintenance Services (exclusive of work stoppage (i) due to termination by TxDOT, or (ii) due to and during the continuance of a Force Majeure Event or suspension by TxDOT); (e) DB Contractor fails to provide and maintain any of the insurance, bonds, letters of credit and guarantees required hereunder; (f) DB Contractor attempts or purports to assign or transfer the CMA Documents or any right or interest herein, except as expressly permitted under this CMA; (g) DB Contractor fails, absent a valid dispute, to make payment when due for labor, equipment or materials in accordance with its agreements with Subcontractors or Suppliers and in accordance with applicable Laws, or shall have failed to comply with any Law or failed reasonably to comply with the instructions of TxDOT consistent with the CMA Documents, or fails to make payment to TxDOT when due of any amounts owing to TxDOT under this CMA; (h) DB Contractor breaches any other agreement, representation, covenant or warranty contained in the CMA Documents; (i) DB Contractor fails to discharge or obtain a stay within 10 Days of any final judgment or order for the payment of money against it in excess of $100,000 in the aggregate arising out of the prosecution of the Maintenance Services (provided that, for purposes hereof, posting of a bond in the amount of 125% of such judgment or order shall be deemed an effective stay); (j) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect; (k) Any final judgment is issued holding DB Contractor or any Guarantor liable for an amount in excess of $100,000 based on a finding of intentional or reckless misconduct or violation of a state or federal false claims act; (l) Any representation or warranty made by DB Contractor or any Guarantor in the CMA Documents or any certificate, invoice, schedule, instrument or other document delivered by DB Contractor or any Guarantor pursuant to the CMA Documents was false or materially misleading when made; (m) DB Contractor commences a voluntary case 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; seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official to protect a substantial part of DB Contractor’s assets; becomes insolvent, or generally does not pay its debts as they become due; admits in writing its inability to pay its debts; makes an assignment for the benefit of creditors; takes any action to authorize any of the foregoing; or any of the foregoing acts or events shall occur with respect to any of DB Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (n) An involuntary case is commenced against DB Contractor seeking liquidation, reorganization, dissolution, winding-up, composition or arrangement with creditors, readjustment of debts, or other relief with respect to DB Contractor or DB Contractor’s debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect; seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of DB Contractor or any substantial part of DB Contractor’s assets; seeking the issuance of a writ of attachment, execution, or similar process; or seeking like relief, and such involuntary case shall not be contested by DB Contractor in good faith or shall remain undismissed and unstayed for a period of 60 Days; or any of the foregoing acts or events shall occur with respect to any of DB Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (o) In any voluntary or involuntary case seeking liquidation, reorganization or other relief with respect to DB Contractor or its debts under any U.S. or foreign bankruptcy, insolvency or other similar Law now or hereafter in effect, this Agreement or any of the other Contract Documents is rejected, including a rejection pursuant to 11 USC § 365 or any successor statute; or (p) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect.

DB Contractor Maintenance Defaults. DB Contractor shall be in default under this CMA Comprehensive Maintenance Agreement upon the occurrence of any one or more of the following events or conditions (each, each a “DB Contractor Maintenance Default”): (a) A DB Contractor Event of Default under the Design-Build Contract;Agreement. (b) DB Contractor fails to timely observe or perform, perform or cause to be observed or performed, performed any covenant, agreement, obligation, term or condition required to be observed or performed by DB Contractor under the CMA COMA Documents, including failure to perform the Maintenance Services in accordance with the CMA COMA Documents;. (c) DB Contractor fails to resume performance of Maintenance Services that which have been suspended or stopped stopped, within the time specified in the originating notification after receipt of notice from TxDOT to do so or (if applicable) after cessation of the event preventing performance;. (d) DB Contractor suspends, ceases, stops or abandons performance of the Maintenance Services or fails to continuously and diligently prosecute the Maintenance Services (exclusive of work stoppage stoppage: (i) due to termination by TxDOT, or (ii) due to and during the continuance of a Force Majeure Event or suspension by TxDOT);. (e) DB Contractor fails to provide and maintain any of the insurance, bonds, letters of credit and guarantees required hereunder;. (f) DB Contractor attempts or purports to assign or transfer the CMA COMA Documents or any right or interest herein, except as expressly permitted under this CMA;Comprehensive Maintenance Agreement. (g) DB Contractor fails, absent a valid dispute, to make payment when due for labor, equipment or materials in accordance with its agreements with Subcontractors or Suppliers and in accordance with applicable Laws, or shall have failed to comply with any Law or failed reasonably to comply with the instructions of TxDOT consistent with the CMA COMA Documents, or fails to make payment to TxDOT when due of any amounts owing to TxDOT under this CMA;Comprehensive Maintenance Agreement. (h) DB Contractor breaches any other agreement, representation, covenant or warranty contained in the CMA COMA Documents;. (i) DB Contractor fails to discharge or obtain a stay within 10 ten Days of any final judgment judgment(s) or order for the payment of money against it in excess of $100,000 in the aggregate arising out of the prosecution of the Maintenance Services (provided that, for purposes hereof, posting of a bond in the amount of 125% of such judgment or order shall be deemed an effective stay);. (j) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect;. (k) Any final judgment is issued holding DB Contractor or any Guarantor liable for an amount in excess of $100,000 based on a finding of intentional or reckless misconduct or violation of a state or federal false claims act;. (l) Any representation or warranty made by DB Contractor or any Guarantor in the CMA COMA Documents or any certificate, invoice, schedule, instrument or other document delivered by DB Contractor or any Guarantor pursuant to the CMA COMA Documents was false or materially misleading when made;. (m) DB Contractor commences a voluntary case 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; seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official to protect a substantial part of DB Contractor’s 's assets; becomes insolvent, or generally does not pay its debts as they become due; admits in writing its inability to pay its debts; makes an assignment for the benefit of creditors; or takes any action to authorize any of the foregoing; or any of the foregoing acts or events shall occur with respect to any of DB Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (n) An involuntary case is commenced against DB Contractor seeking liquidation, reorganization, dissolution, winding-winding up, a composition or arrangement with creditors, a readjustment of debts, debts or other relief with respect to DB Contractor or DB Contractor’s 's debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect; seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of DB Contractor or any substantial part of DB Contractor’s 's assets; seeking the issuance of a writ of attachment, execution, or similar process; or seeking like relief, and such involuntary case shall not be contested by DB Contractor in good faith or shall remain undismissed and unstayed for a period of 60 Days; or any of the foregoing acts or events shall occur with respect to any of DB Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (o) In There occurs any voluntary or involuntary case seeking liquidationPersistent DB Contractor Maintenance Default, reorganization or other relief with respect TxDOT delivers to DB Contractor or its debts under any U.S. or foreign bankruptcy, insolvency or other similar Law now or hereafter in effect, this Agreement or any written notice of the other Contract Documents Persistent DB Contractor Maintenance Default, and either (i) DB Contractor fails to deliver to TxDOT, within 45 Days after such notice is rejecteddelivered, including a rejection pursuant remedial plan meeting the requirements for approval set forth in Section 12.3.11.2 or (ii) DB Contractor fails to 11 USC § 365 fully comply with the schedule or any successor statute; or (p) Any Guarantor revokes specific elements of, or attempts to revoke its obligations under its guarantee or otherwise takes actions required under, the position that such instrument is no longer in full force and effectapproved remedial plan.

DB Contractor Maintenance Defaults. DB Contractor shall be in default under this CMA Capital Maintenance Agreement upon the occurrence of any one or more of the following events or conditions (each, each a “DB Contractor Maintenance Default”): (a) A DB Contractor Event of Default under the Design-Build Contract;Agreement. (b) DB Contractor fails to timely observe or perform, perform or cause to be observed or performed, performed any covenant, agreement, obligation, term or condition required to be observed or performed by DB Contractor under the CMA Documents, including failure to perform the Maintenance Services in accordance with the CMA Documents;. (c) DB Contractor fails to resume performance of Maintenance Services that which have been suspended or stopped stopped, within the time specified in the originating notification after receipt of notice from TxDOT to do so or (if applicable) after cessation of the event preventing performance;. (d) DB Contractor suspends, ceases, stops or abandons performance of the Maintenance Services or fails to continuously and diligently prosecute the Maintenance Services (exclusive of work stoppage stoppage: (i) due to termination by TxDOT, or (ii) due to and during the continuance of a Force Majeure Event or suspension by TxDOT);. (e) DB Contractor fails to provide and maintain any of the insurance, bonds, letters of credit and guarantees required hereunder;. (f) DB Contractor attempts or purports to assign or transfer the CMA Documents or any right or interest herein, except as expressly permitted under this CMA;Capital Maintenance Agreement. (g) DB Contractor fails, absent a valid dispute, to make payment when due for labor, equipment or materials in accordance with its agreements with Subcontractors or Suppliers and in accordance with applicable Laws, or shall have failed to comply with any Law or failed reasonably to comply with the instructions of TxDOT consistent with the CMA Documents, or fails to make payment to TxDOT when due of any amounts owing to TxDOT under this CMA;Capital Maintenance Agreement. (h) DB Contractor breaches any other agreement, representation, covenant or warranty contained in the CMA Documents;. (i) DB Contractor fails to discharge or obtain a stay within 10 ten Days of any final judgment judgment(s) or order for the payment of money against it in excess of $100,000 in the aggregate arising out of the prosecution of the Maintenance Services (provided that, for purposes hereof, posting of a bond in the amount of 125% of such judgment or order shall be deemed an effective stay);. (j) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect;. (k) Any final judgment is issued holding DB Contractor or any Guarantor liable for an amount in excess of $100,000 based on a finding of intentional or reckless misconduct or violation of a state or federal false claims act;. (l) Any representation or warranty made by DB Contractor or any Guarantor in the CMA Documents or any certificate, invoice, schedule, instrument or other document delivered by DB Contractor or any Guarantor pursuant to the CMA Documents was false or materially misleading when made;. (m) DB Contractor commences a voluntary case 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; seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official to protect a substantial part of DB Contractor’s 's assets; becomes insolvent, or generally does not pay its debts as they become due; admits in writing its inability to pay its debts; makes an assignment for the benefit of creditors; or takes any action to authorize any of the foregoing; or any of the foregoing acts or events shall occur with respect to any of DB Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (n) An involuntary case is commenced against DB Contractor seeking liquidation, reorganization, dissolution, winding-winding up, a composition or arrangement with creditors, a readjustment of debts, debts or other relief with respect to DB Contractor or DB Contractor’s 's debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect; seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of DB Contractor or any substantial part of DB Contractor’s 's assets; seeking the issuance of a writ of attachment, execution, or similar process; or seeking like relief, and such involuntary case shall not be contested by DB Contractor in good faith or shall remain undismissed and unstayed for a period of 60 Days; or any of the foregoing acts or events shall occur with respect to any of DB Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (o) In There occurs any voluntary or involuntary case seeking liquidationPersistent DB Contractor Maintenance Default, reorganization or other relief with respect TxDOT delivers to DB Contractor or its debts under any U.S. or foreign bankruptcy, insolvency or other similar Law now or hereafter in effect, this Agreement or any written notice of the other Contract Documents Persistent DB Contractor Maintenance Default, and either (i) DB Contractor fails to deliver to TxDOT, within 45 Days after such notice is rejecteddelivered, including a rejection pursuant remedial plan meeting the requirements for approval set forth in Section 12.3.11.2 or (ii) DB Contractor fails to 11 USC § 365 fully comply with the schedule or any successor statute; or (p) Any Guarantor revokes specific elements of, or attempts to revoke its obligations under its guarantee or otherwise takes actions required under, the position that such instrument is no longer in full force and effectapproved remedial plan.

DB Contractor Maintenance Defaults. DB Contractor shall be in default under this CMA Comprehensive Maintenance Agreement upon the occurrence of any one or more of the following events or conditions (each, each a “DB Contractor Maintenance Default”): (a) A DB Contractor Event of Default under the Design-Build Contract;Agreement. (b) DB Contractor fails to timely observe or perform, perform or cause to be observed or performed, performed any covenant, agreement, obligation, term or condition required to be observed or performed by DB Contractor under the CMA COMA Documents, including failure to perform the Maintenance Services in accordance with the CMA COMA Documents;. (c) DB Contractor fails to resume performance of Maintenance Services that which have been suspended or stopped stopped, within the time specified in the originating notification after receipt of notice from TxDOT to do so or (if applicable) after cessation of the event preventing performance;. (d) DB Contractor suspends, ceases, stops or abandons performance of the Maintenance Services or fails to continuously and diligently prosecute the Maintenance Services (exclusive of work stoppage stoppage: (i) due to termination by TxDOT, or (ii) due to and during the continuance of a Force Majeure Event or suspension by TxDOT);. (e) DB Contractor fails to provide and maintain any of the insurance, bonds, letters of credit and guarantees required hereunder;. (f) DB Contractor attempts or purports to assign or transfer the CMA COMA Documents or any right or interest herein, except as expressly permitted under this CMA;Comprehensive Maintenance Agreement. (g) DB Contractor fails, absent a valid dispute, to make payment when due for labor, equipment or materials in accordance with its agreements with Subcontractors or Suppliers and in accordance with applicable Laws, or shall have failed to comply with any Law or failed reasonably to comply with the instructions of TxDOT consistent with the CMA COMA Documents, or fails to make payment to TxDOT when due of any amounts owing to TxDOT under this CMA;Comprehensive Maintenance Agreement. (h) DB Contractor breaches any other agreement, representation, covenant or warranty contained in the CMA COMA Documents;. (i) DB Contractor fails to discharge or obtain a stay within 10 ten Days of any final judgment judgment(s) or order for the payment of money against it in excess of $100,000 in the aggregate arising out of the prosecution of the Maintenance Services (provided that, for purposes hereof, posting of a bond in the amount of 125% of such judgment or order shall be deemed an effective stay);. (j) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect;. (k) Any final judgment is issued holding DB Contractor or any Guarantor liable for an amount in excess of $100,000 based on a finding of intentional or reckless misconduct or violation of a state or federal false claims act;. (l) Any representation or warranty made by DB Contractor or any Guarantor in the CMA COMA Documents or any certificate, invoice, schedule, instrument or other document delivered by DB Contractor or any Guarantor pursuant to the CMA COMA Documents was false or materially misleading when made;. (m) DB Contractor commences a voluntary case 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; seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official to protect a substantial part of DB Contractor’s 's assets; becomes insolvent, or generally does not pay its debts as they become due; admits in writing its inability to pay its debts; makes an assignment for the benefit of creditors; or takes any action to authorize any of the foregoing; or any of the foregoing acts or events shall occur with respect to any of DB Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (n) An involuntary case is shall be commenced against DB Contractor seeking liquidation, reorganization, dissolution, winding-winding up, a composition or arrangement with creditors, a readjustment of debts, debts or other relief with respect to DB Contractor or DB Contractor’s 's debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect; seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of DB Contractor or any substantial part of DB Contractor’s 's assets; seeking the issuance of a writ of attachment, execution, or similar process; or seeking like relief, and such involuntary case shall not be contested by DB Contractor in good faith or shall remain undismissed and unstayed for a period of 60 Days; or any of the foregoing acts or events shall occur with respect to any of DB Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (o) In There occurs any voluntary or involuntary case seeking liquidationPersistent DB Contractor Maintenance Default, reorganization or other relief with respect TxDOT delivers to DB Contractor or its debts under any U.S. or foreign bankruptcy, insolvency or other similar Law now or hereafter in effect, this Agreement or any written notice of the other Contract Documents Persistent DB Contractor Maintenance Default, and either (i) DB Contractor fails to deliver to TxDOT, within 45 days after such notice is rejecteddelivered, including a rejection pursuant remedial plan meeting the requirements for approval set forth in Section 12.3.11.2 or (ii) DB Contractor fails to 11 USC § 365 fully comply with the schedule or any successor statute; or (p) Any Guarantor revokes specific elements of, or attempts to revoke its obligations under its guarantee or otherwise takes actions required under, the position that such instrument is no longer in full force and effectapproved remedial plan.

DB Contractor Maintenance Defaults. DB Contractor shall be in default under this CMA upon the occurrence of any one or more of the following events or conditions (each, a “DB Contractor Maintenance Default”): (a) A DB Contractor Event of Default under the Design-Build Contract; (b) DB Contractor fails to timely observe or perform, or cause to be observed or performed, any covenant, agreement, obligation, term or condition required to be observed or performed by DB Contractor under the CMA Documents, including failure to perform the Maintenance Services in accordance with the CMA Documents; (c) DB Contractor fails to resume performance of Maintenance Services that have been suspended or stopped within the time specified in the originating notification after receipt of notice from TxDOT to do so or (if applicable) after cessation of the event preventing performance; (d) DB Contractor suspends, ceases, stops or abandons performance of the Maintenance Services or fails to continuously and diligently prosecute the Maintenance Services (exclusive of work stoppage (i) due to termination by TxDOT, or (ii) due to and during the continuance of a Force Majeure Event or suspension by TxDOT); (e) DB Contractor fails to provide and maintain any of the insurance, bonds, letters of credit and guarantees required hereunder; (f) DB Contractor attempts or purports to assign or transfer the CMA Documents or any right or interest herein, except as expressly permitted under this CMA; (g) DB Contractor fails, absent a valid dispute, to make payment when due for labor, equipment or materials in accordance with its agreements with Subcontractors or Suppliers and in accordance with applicable Laws, or shall have failed to comply with any Law or failed reasonably to comply with the instructions of TxDOT consistent with the CMA Documents, or fails to make payment to TxDOT when due of any amounts owing to TxDOT under this CMA; (h) DB Contractor breaches any other agreement, representation, covenant or warranty contained in the CMA Documents; (i) DB Contractor fails to discharge or obtain a stay within 10 Days of any final judgment or order for the payment of money against it in excess of $100,000 in the aggregate arising out of the prosecution of the Maintenance Services (provided that, for purposes hereof, posting of a bond in the amount of 125% of such judgment or order shall be deemed an effective stay); (j) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect; (k) Any final judgment is issued holding DB Contractor or any Guarantor liable for an amount in excess of $100,000 based on a finding of intentional or reckless misconduct or violation of a state or federal false claims act; (l) Any representation or warranty made by DB Contractor or any Guarantor in the CMA Documents or any certificate, invoice, schedule, instrument or other document delivered by DB Contractor or any Guarantor pursuant to the CMA Documents was false or materially misleading when made; (m) DB Contractor commences a voluntary case 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; seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official to protect a substantial part of DB Contractor’s assets; becomes insolvent, or generally does not pay its debts as they become due; admits in writing its inability to pay its debts; makes an assignment for the benefit of creditors; takes any action to authorize any of the foregoing; or any of the foregoing acts or events shall occur with respect to any of DB Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (n) An involuntary case is commenced against DB Contractor seeking liquidation, reorganization, dissolution, winding-up, composition or arrangement with creditors, readjustment of debts, or other relief with respect to DB Contractor or DB Contractor’s debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect; seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of DB Contractor or any substantial part of DB Contractor’s assets; seeking the issuance of a writ of attachment, execution, or similar process; or seeking like relief, and such involuntary case shall not be contested by DB Contractor in good faith or shall remain undismissed and unstayed for a period of 60 Days; or any of the foregoing acts or events shall occur with respect to any of DB Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (o) In any voluntary or involuntary case seeking liquidation, reorganization or other relief with respect to DB Contractor or its debts under any U.S. or foreign bankruptcy, insolvency or other similar Law now or hereafter in effect, this Agreement CMA or any of the other Contract Documents is rejected, including a rejection pursuant to 11 USC § 365 or any successor statute; or (p) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect.