Common use of Failure to Develop Clause in Contracts

Failure to Develop. (a) In the event the Project Company fails to use reasonable efforts to develop the Project Area in accordance with the Minimum Development Obligations and Replanting Obligations, as may be amended in accordance with Section 4.02 (c), such failure shall constitute an Event of Default as defined in Section 24.02, and will be subject to the relevant Notice and cure periods listed in Article 24. (b) In the event the Project Company fails to cure the breaches listed in Section 4.03(a), or the Project Company notifies the Government that it wishes to relinquish the undeveloped parcels of the land, the Government may in its sole discretion, repossess of any undeveloped parcels of land within the Project Area without terminating this Agreement. The Project Company shall be obliged to restore the proposed land parcels in accordance with the procedures and requirements established in this Agreement and Annex IV (Integrated Environmental and Social Obligations) prior to such relinquishment. (c) Government shall have the right to impose a penalty on Project Company for any failure to develop the Project Area in accordance with the Minimum Development Obligations, in addition to any remedy available for an Event of Default under Article 24 herein and Lao PDR Law. Penalties imposed on the Project Company are in addition to any costs of remediation, cleanup, and compensation for any damage to the undeveloped parcels of land caused by Project Company. For avoidance of doubt the damages that the Government shall be entitled to include costs for loss of opportunity as determined between the Parties or by order of any court or arbitration tribunal. (d) Upon the repossession by the Government of any parcels of land within the Project Area pursuant to Section 4.03(b), this Agreement and the Land Lease Agreement(s) will be revised accordingly to reflect a change in the size of the Project Area. (e) In the event that Project Company’s failure to fulfill the Minimum Development Obligations, or to replant in accordance with Section 4.03, is due to the fact that the land 2 The recommended fallow periods will differ depending on the type of Plantation Crops, and should form part of the Feasibility Study. Longer fallow periods promote more sustainable use of agriculture land. is not free from other inhabitants or an event of Force Majeure or a breach of Government’s obligations, then Project Company shall not be held responsible for the delay or for not developing the Project Area.