Common use of Events and Conditions Constituting Default by Developer Clause in Contracts

Events and Conditions Constituting Default by Developer. Developer shall be in default under this Agreement upon the occurrence of any one or more of the following events or conditions: (a) Developer fails promptly to begin the authorized scope of work under the Contract Documents following issuance of Project NTP1 or Project NTP2, fails to promptly begin preparation of a Facility Implementation Plan following issuance of the Facility NTP1, or fails to promptly begin performance of Developer’s responsibilities for completion of Facility Development Work following issuance of a Facility NTP2; or (b) Developer fails to resume performance of Work that has been suspended or stopped, within a reasonable time after receipt of notice from TxDOT to do so or (if applicable) after cessation of the event preventing performance; or (c) Developer fails to perform the Work in accordance with the Contract Documents, including conforming to applicable standards set forth therein; or (d) Developer suspends, ceases, stops or abandons the Work or persistently fails to continuously and diligently prosecute the Work; or (e) Developer fails to obtain, provide and maintain any insurance, bonds, guarantees, letters of credit or other performance security as and when required under this Agreement for the benefit of relevant parties, or fails to comply with any requirement of this Agreement pertaining to the amount, terms or coverage of the same; or (f) Developer makes or attempts to make or suffers a voluntary or involuntary assignment or transfer of all or any portion of any right or interest in this Agreement or in any of the Contract Documents, except as expressly permitted under Section 24.4; or (g) Any representation or warranty in the Contract Documents made by Developer or any Guarantor, or any certificate, schedule, report, instrument or other document delivered by or on behalf of Developer to TxDOT pursuant to the Contract Documents is false or materially misleading or inaccurate in any material respect when made or omits material information when made; or (h) Developer materially fails to timely observe or perform or cause to be observed or performed any other material covenant, agreement, obligation, term or condition required to be observed or performed by Developer under the Contract Documents; or (i) Developer or any Guarantor fails to discharge or obtain a stay within 30 days of any final judgment(s) or order for the payment of money against it in excess of $250,000 in the aggregate (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); or (j) Any Guarantor revokes or attempts to revoke its obligations under its Guaranty or otherwise takes the position that such instrument is no longer in full force and effect; or (k) Developer commences a voluntary case seeking liquidation, reorganization or other relief with respect to itself or its debts under any U.S. or foreign bankruptcy, insolvency or other similar Law now or hereafter in effect, seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its 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 (l) An involuntary case is commenced against Developer seeking liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts or other relief with respect to Developer or Developer’s debts under any U.S. or foreign 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 Developer or any substantial part of Developer’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 Developer in good faith or shall remain undismissed and unstayed for a period of 60 days; or (m) Any voluntary or involuntary case or other act or event described in paragraphs (k) and (l) above shall occur (and in the case of an involuntary case shall not be contested in good faith or shall remain undismissed and unstayed for a period of 60 days) with respect to (i) any member of Developer with a material financial obligation owing to Developer for equity or shareholder loan contributions, (ii) any member of Developer for whom transfer of ownership would constitute a Change of Control, or (iii) any Guarantor of material Developer obligations to TxDOT under the Contract Documents, unless another Guarantor of the same material Developer obligations then exists, is solvent, is not and has not been the debtor in any such voluntary or involuntary case, has not repudiated its guaranty and is not in breach of its guaranty; or (n) After exhaustion of all rights of appeal, there occurs any suspension or debarment (distinguished from ineligibility due to lack of financial qualifications) of any managing member, general partner or controlling investor of Developer, from bidding, proposing or contracting with any federal or State department or agency; or (o) TxDOT has declared an Event of Default under any agreement to implement a Facility Implementation Plan between TxDOT and an Affiliate; or (p) Developer or any Affiliate commits a breach under the Concession CDA or any Facility Agreement.