Termination for Developer Default. 16.1.1 Save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Developer fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) days, the Developer shall be deemed to be in default of this Agreement (the "Developer Default"), unless the default has occurred solely as a result of any breach of this Agreement by ESCOM or due to Force Majeure. The defaults referred to herein shall include the following:
Termination for Developer Default. Following the required notice to Developer and the lenders and expiration of the applicable cure period without cure of Developer’s default: • During the construction period, TxDOT will be entitled to terminate the CDA for material default, without compensation to Developer. • During the operations and maintenance period, TxDOT will be entitled to terminate the CDA for material default, and Developer will be entitled to compensation equal to the lesser of (a) the fair market value of the concession minus damages owing to TxDOT or (b) a percentage of the outstanding principal amount of original senior debt minus damages owing to TxDOT. However, no compensation will be owing if termination follows rejection of the CDA by Developer in bankruptcy.
Termination for Developer Default. 43 16.2 Termination for ESCOM Event of Default 44
Termination for Developer Default. No Compensation Developer will not be entitled to any compensation where Developer terminates beyond its express termination rights, or is terminated for bankruptcy/insolvency, failure to achieve Financial Close which is not excused or the inability of Collateral Agent to obtain possession of the Project within a prescribed period where it has entered into New Agreements. Dispute Resolution Dispute Resolution Dispute resolution will commence with informal partnering and voluntary mediation. A neutral three-person Disputes Board will be appointed by the parties to review certain disputes that are not resolved informally. Decisions of the Disputes Board may be appealed to the State Office of Administrative Hearings (“SOAH”), which review and proposal for decision is limited to determining whether the Disputes Board acted beyond the limits on its authority, failed to follow procedural requirements or had a conflict of interest. A SOAH proposal for decision is subject to review by the Executive Director within 28 days. The Executive Director has authority to overrule the Disputes Board’s determination only on the same grounds of appeal as applied to SOAH review. If grounds for appeal are determined, the Executive Director shall vacate the Disputes Board decision and dismiss the matter, without remand and without prejudice to the claim. The process provides for the admissibility of the decisions of the Disputes Board in subsequent proceedings. Term Provision Disputes relating to termination of the Agreement would be outside of the Dispute Board’s jurisdiction and would proceed in accordance with the process specified in Section 223.208, Texas Transportation Code (which allows Developer to enforce by mandamus an obligation of TxDOT to make or secure payment of the termination amount). Governing Law and Federal Requirements Governing Law State of Texas
Termination for Developer Default. (a) Subject to the provisions of the Direct Agreement, at any time after the occurrence and during the continuance of a Developer Default, the Department is entitled to terminate this Agreement and any other Project Agreement to which the Department a... (b) If the Department elects to terminate pursuant to this Section 20.05, the Department will deliver to the Developer and the Collateral Agent written notice of its election to terminate, which termination will take effect not less than 60 Days after... (c) In the event of termination pursuant to this Section 20.05, the Department will pay to the Developer in accordance with Section 25.19, the Developer Default Termination Amount. (d) A termination by the Department for a Developer Default that is later determined by a court of competent jurisdiction to be wrongful or in violation of this Agreement will entitle the Developer to, as the Developer’s sole compensation from the Dep...
Termination for Developer Default. (a) Subject to the provisions of the Direct Agreement, at any time after the occurrence and during the continuance of a Developer Default, the Department is entitled to terminate this Agreement and any other Project Agreement to which the Department and the Developer are both parties.
Termination for Developer Default. 120 Section 20.06 Termination for Department Default...................................................121 Section 20.07 Termination for Convenience ...............................................................121 Section 20.08
Termination for Developer Default. 24.4.1 If a Developer Default occurs and it has not been cured within any relevant cure period set out in Section 22.3 (
Termination for Developer Default. 27.1.1 Save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the DEVELOPER fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) days, the DEVELOPER shall be deemed to be in default of this Agreement (the “DEVELOPER Default”), unless the default has occurred solely as a result of any breach of this Agreement by the SH&DB or due to Force Majeure. The defaults referred to herein shall include:
Termination for Developer Default. Each of these types of termination has a specific formulation for calculating the compensation payable to the Developer, as detailed below. Compensation on Termination Termination for Convenience or Enterprise Default Termination for Uninsurable Risk, Extended Event, or Court Ruling Termination for Developer Default The fair market value of the Developer’s projected equity distributions; plus Debt and hedge costs outstanding; plus Subcontractor breakage costs; plus Developer breakage costs; minus Account balances; minus Insurance proceeds available All equity amounts contributed into the Developer less dividends and other distributions already paid to equity members; plus Debt and hedge costs outstanding; plus Subcontractor breakage costs; plus Developer breakage costs; minus Account balances; minus Insurance proceeds available Note, unlike Termination for Convenience or Enterprise Default, future equity distributions are not paid Prior to substantial completion: The lesser of 1) the construction contract price, less the remaining cost to complete, less any milestone payments previously paid; and 2) debt and hedge costs outstanding, minus account balances, minus insurance proceeds available After substantial completion: The lesser of 1) debt and hedge costs outstanding, minus maintenance rectification costs, minus account balances, minus insurance proceeds available; and 2) 80% of debt and hedge costs outstanding, minus account balances, minus insurance proceeds available
