Common use of Termination for Failure to Achieve Clause in Contracts

Termination for Failure to Achieve. Financial Close MDOT or the Section Developer may terminate the Section P3 Agreement if Financial Close does not occur by the Financial Close deadline and such failure is solely due to MDOT or MDTA failing to satisfy the conditions precedent to Financial Close for which MDOT and MDTA are responsible under the Section P3 Agreement. The Financial Close deadline shall be the earlier of (i) the last day of the validity period of the Committed Section Proposal for that Section, and (ii) the applicable Predevelopment Milestone Deadline for Financial Close of the Section set out in the Phase P3 Agreement, provided that the Financial Close deadline may be extended if the NEPA approval for the Section is subject to legal challenge or litigation which prevents any Section from achieving Financial Close by the Financial Close deadline. If MDOT or the Section Developer terminates the Section P3 Agreement pursuant to the above, MDOT will pay the Phase Developer the Pre-Financial Close Termination Sum. On the Commercial Closing Date, the Section Developer shall deliver to MDOT an irrevocable standby letter of credit or demand guarantees in the aggregate amount of $10 million (the "Closing Security"). If any of the Section Developer's conditions precedent are not satisfied or waived by the Financial Close deadline, MDOT may: (A) draw and retain the full amount of the Closing Security, and (B) terminate the Section P3 Agreement and may have recourse against the Phase Developer as set out in the Phase P3 Agreement. Under the Phase P3 Agreement, MDOT may terminate the Phase P3 Agreement and draw upon the Development Rights Fee Security (if applicable) and the Performance Security (each as defined in the Phase P3 Agreement).