When can either side walk away from a development JV agreement?
Either side may end the agreement for a site after a material breach by the other that is not cured within 30 business days, extended by up to 60 more while a cure is pursued diligently. Either side may end the whole agreement within 60 days of learning of the other’s change of control. The no-hire covenant survives for two years, and ventures already formed are unaffected. MARA’s parent must keep MARA capitalised to meet its obligations. For in-house teams: a change of control right lets a partner exit if the other side is sold, so think about it before any group sale.
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What the filed contracts say
Contract
What the filed wording says
MARA–Starwood strategic agreement
Either side may end the agreement for a site after an uncured material breach: 30 business days, extended by up to 60 more while a cure is pursued.
MARA–Starwood strategic agreement
Either may end the whole agreement within 60 days of learning of the other’s change of control.
MARA–Starwood strategic agreement
The no-hire survives two years; ventures already formed are unaffected.
MARA–Starwood strategic agreement
The landowner’s parent must keep it capitalised to meet its obligations.
The filed wording
(ii) the termination of this Agreement with respect to a specific Target Property by MARA following a material breach by Starwood of its obligations under this Agreement with respect to such Target Property, which material breach continues for thirty (30) Business Days after written notice of the same is provided by MARA to Starwood (provided, that if such breach cannot reasonably be cured within such thirty (30) Business Day period, Starwood has commenced to cure such material breach within such thirty (30) Business Day period and thereafter is diligently and expeditiously trying to cure the same, such thirty (30) Business Day period shall be extended for such time as is reasonably necessary for Starwood in the exercise of due diligence to cure such material breach, such additional period not to exceed sixty (60) Business Days) … MARA if a Starwood Change of Control occurs and MARA notifies Starwood in writing of MARA’s termination of this Agreement due to the occurrence of a Starwood Change of Control within sixty (60) days following MARA obtaining knowledge of the Starwood Change of Control … (vi) the termination of this Agreement in its entirety by Starwood if a MARA Change of Control occurs and Starwood notifies MARA in writing of Starwood’s termination of this Agreement due to the occurrence of a MARA Change of Control within sixty (60) days following Starwood obtaining knowledge of the MARA Change of Control. … Section 6 (Non-Solicit; No Hire) (provided, however, that Section 6 (Non-Solicit; No Hire) shall only survive a termination of this Agreement in its entirety for a period of two (2) years following the termination of this Agreement in its entirety) … For the avoidance of doubt, the termination of this Agreement shall have no effect on any Joint Venture previously entered into nor the applicable Venture Documents entered into in connection therewith, which shall continue in full force and effect except as the same may be terminated pursuant to the terms expressly set forth therein.
MARA–Starwood strategic agreement to develop MARA’s sites as data centres through joint ventures, section 10 · MARA Holdings 8-K, Exhibit 10.1
Each extract is quoted from the contract as filed with the SEC, checked against the filed text when it was added; “…” marks words left out. Filers redact commercial terms, so a [***] or [*] is the filer's, not ours. The summaries describe the wording, not how a court would read it, and each contract's defined terms and other clauses can change the effect. General information drawn from public filings. It is not legal advice on any transaction, and using this page does not create a lawyer-client relationship. Views are personal.
InfraCompute Weekly
The week in compute finance, read from the filings.
Deals, terms and the clauses behind them, for the people financing data centres, GPU clouds and the power behind them. By Randeep Bubbra.
