Common use of TERMINATION OF PROJECT Clause in Contracts

TERMINATION OF PROJECT. (a) The Participants shall be entitled to cease making Project Contributions at any time and for any reason, subject to the following: (i) All of the Participants shall execute and deliver to IID a document stating their intention to terminate the Project pursuant to this Section 3.08. (ii) In accordance with the procedures set forth in this Article III, the Participants shall pay all Shared Costs which are committed to be paid and the payment of which cannot be avoided. For this purpose, any costs incurred by IID as a result of such termination shall be deemed to be included in the Shared Costs. (b) IID shall retain all rights, interests and property, real and personal, acquired for the Project for a period of three (3) years following the delivery of the document referred to in paragraph (a)(i) above, to enable the Participants or any of them to find a suitable means of financing the completion of the Project. Upon notice executed and delivered to IID by the Participants during such three (3) year period, IID shall transfer to the Participants or their designee all right, title and interest in and to all or any portion of the towers, cable, transformers and other tangible personal property and fixtures the acquisition of which was funded by the Participants pursuant to this Agreement and which is specified in such notice (the "acquired equipment"). The acquired equipment, if acquired by the Participants, shall be transferred to and held by the Participants in fractional undivided interests equal to the following: (i) I(i) = ------ PC(tn) where I(i) is the Participant's interest, PC(i) is the total of the Project Contributions made by the Participant, and PC(tn) is the total of the Project Contributions made by all Participants not in default. Within sixty (60) days after its receipt of the notice referred to in this paragraph (b), IID may, at its option and upon written notice given to the Manager, elect to compensate the Participants for all amounts paid by IID in connection with the acquisition of the acquired equipment and included in cash calls issued by IID pursuant to Section 3.02 (including taxes, freight and the cost of installing the towers and any other fixtures). Such compensation shall be paid to the Manager and shall be distributed among the Participants in accordance with the foregoing formula. Following the transfer of the acquired equipment or the payment of compensation by IID as provided in this paragraph (b), or the elapse of the foregoing three (3) year period, IID shall have no further obligation under this Agreement to any Participant with respect to any property, rights or interests acquired by IID pursuant to this Agreement, and as requested by IID the Participants shall pay the cost of restoring any real property disturbed by the construction of the Project to its condition prior to the commencement of such construction. (c) For purposes of this Section 3.08 the term "Participants" shall mean all Participants which are not in default under this Agreement on the date of delivery of the document referred to in paragraph (a)(i) above.