Common use of Assumption Right Clause in Contracts

Assumption Right. If Builder delivers an Assumption Notice, or if Builder or another builder exercises the Builder’s Step-In Option with respect to the Joint Improvements (as such terms are defined below), then: (i) Developer shall cooperate to allow the Substitute Constructing Party to take over and complete the incomplete Improvements for the applicable Phase, including, as applicable, the execution and delivery to the Substitute Constructing Party of such agreements, documents or instruments as may be reasonably necessary to assign to the Substitute Constructing Party all Construction Contracts with third parties pertaining to the Improvements, and/or assignment of the Service Agreements so that Substitute Constructing Party can take over as PM thereunder; (ii) Developer shall be relieved of all further obligations under this LDA with respect to the completion of the incomplete Improvements for the applicable Phase; (iii) Developer shall remain liable for its gross negligence or willful misconduct, and any indemnification obligations specified herein incurred prior to the date of such Assumption Notice; and (iv) Substitute Constructing Party shall assume and perform all obligations under all Contracts and the Service Agreements pertaining to the construction of the Improvements for the applicable Phase which Substitute Constructing Party will complete to the extent such obligations are to be performed after the date of delivery of the Assumption Notice. Upon delivery of an Assumption Notice, Substitute Constructing Party shall be obligated to complete or cause the completion of the Improvements for the applicable Phase and pay the Costs incurred thereafter by Substitute Constructing Party to complete such Improvements (subject to Developer’s funding obligation under the Joint Improvements Memorandum (as hereinafter defined), and Substitute Constructing Party’s rights as PM under the Service Agreements to process payments through the CAB and/or the District. If a Substitute Constructing Party assumes the obligation to construct the Improvements for the applicable Phase, the Substitute Constructing Party shall use commercially reasonable and diligent efforts to Substantially Complete the applicable Improvements under existing Construction Contracts, construction budgets and other similar construction documents, and the Builder’s obligation for the payment of costs under Section 6 which are due and payable after the date of the Assumption Notice shall be suspended until Substantial Completion of the Improvements for the applicable Phase and thereupon all Costs incurred and paid by Builder shall be offset against the unpaid portions of the Deferred Purchase Price (as hereinafter defined). If the amount of the unpaid portions of the Deferred Purchase Price is insufficient to offset the Costs incurred and paid by Builder, then Developer will pay to Builder the amount of the deficiency within thirty (30) days after Builder presents Developer with an invoice for such payment, including reasonable supporting documentation for the Cost incurred by Builder. Invoices not paid within thirty (30) days after receipt shall bear simple interest at the rate of twelve percent (12%) per annum (the “Default Interest Rate”) until paid. In the event of an Assumption Notice, the Substitute Constructing Party shall indemnify, defend and hold harmless the Developer and its members, managers, shareholders, employees, directors, officers, agents, affiliates, successors and assigns for, from and against all claims, demands, liabilities, losses, damages (exclusive of special, consequential, punitive, speculative or lost profits damages), costs and expenses, including but not limited to court costs and reasonable attorneys’ fees, that accrue after the date of the Assumption Notice and arise out of the Substitute Constructing Party’s completion of the Improvements, and this indemnity shall not apply to any claims, demands, liabilities, losses, damages, costs, expenses, acts or omissions arising or accruing before the date of the Assumption Notice. The obligations under this Section shall survive the termination or expiration of this LDA.

Assumption Right. If Builder delivers an Assumption Notice, or if Builder or another builder exercises the Builder’s Step-In Option with respect to the Joint Improvements (as such terms are defined below), then: (i) Developer shall cooperate to allow the Substitute Constructing Party to take over and complete the incomplete Improvements for the applicable PhaseImprovements, including, as applicable, including the execution and delivery to the Substitute Constructing Party of such agreements, documents or instruments as may be reasonably necessary to assign to the Substitute Constructing Party all Construction Contracts with third parties pertaining to the Improvements, and/or assignment of the Service Agreements so that Substitute Constructing Party can take over as PM thereunder; (ii) Developer shall remain responsible for all Constructing Party Cost Overruns (as hereinafter defined), but Developer shall be relieved of all further obligations under this LDA with respect to the completion of the incomplete Improvements for the applicable Phasesubsequent to such assumption; (iii) Developer shall remain liable for its gross negligence or willful misconduct, and any indemnification obligations specified herein incurred prior to the date of such Assumption Noticeassumption; and (ivv) Substitute Constructing Party shall assume and perform all obligations under all Contracts and the Service Agreements pertaining to the construction of the for Improvements for the applicable Phase which Substitute Constructing Party will complete to the extent such obligations are to be performed after the date of delivery of the Assumption Notice. Upon delivery of an Assumption Notice, Substitute Constructing Party shall be obligated to complete or cause the completion of the Improvements for the applicable Phase and pay the Costs incurred thereafter by Substitute Constructing Party to complete such Improvements (subject to Developer’s funding obligation under the Joint Improvements Memorandum (as hereinafter defined), and Substitute Constructing Party’s rights as PM under the Service Agreements to process payments through the CAB and/or the DistrictImprovements. If a Substitute Constructing Party assumes the obligation to construct the Improvements for the applicable PhaseImprovements, the Substitute Constructing Party shall use commercially reasonable and diligent efforts to Substantially Complete the applicable Improvements under existing Construction Contracts, construction budgets and other similar construction documents, and the Builder’s obligation for the payment of costs under Section 6 6.1 which are due and payable after the date of the Assumption Notice shall be suspended until and thereafter terminated if the Substitute Constructing Party achieves Substantial Completion of the Improvements for the applicable Phase and thereupon all Costs incurred and paid by Builder shall be offset against the unpaid portions of the Deferred Purchase Price (as hereinafter defined). If the amount of the unpaid portions of the Deferred Purchase Price is insufficient to offset the Costs incurred and paid by Builder, then Developer will pay to Builder the amount of the deficiency within thirty (30) days after Builder presents Developer with an invoice for such payment, including reasonable supporting documentation for the Cost incurred by Builder. Invoices not paid within thirty (30) days after receipt shall bear simple interest at the rate of twelve percent (12%) per annum (the “Default Interest Rate”) until paidany unfinished Improvements. In the event of an Assumption Notice, the Substitute Constructing Party shall indemnify, defend and hold harmless the Developer and its members, managers, shareholders, employees, directors, officers, agents, affiliates, successors and assigns for, from and against all claims, demands, liabilities, losses, damages (exclusive of special, consequential, punitive, speculative or lost profits damages), costs and expenses, including but not limited to court costs and reasonable attorneys’ fees, that accrue after the date of the Assumption Notice and arise out of the Substitute Constructing Party’s completion of the Improvements, and this indemnity shall not apply to any claims, demands, liabilities, losses, damages, costs, expenses, acts or omissions arising or accruing before the date of the Assumption Notice. The obligations under this Section shall survive the termination or expiration of this LDA.

Assumption Right. If Builder delivers an Assumption Notice, or if Builder or another builder exercises the Builder’s Step-In Option with respect to the Joint Improvements (as such terms are defined below), then: (i) Developer shall cooperate to allow the Substitute Constructing Party to take over and complete the incomplete Improvements for the applicable PhaseImprovements, including, as applicable, including the execution and delivery to the Substitute Constructing Party of such agreements, documents or instruments as may be reasonably necessary to assign to the Substitute Constructing Party all Construction Contracts with third parties pertaining to the Improvements, and/or assignment of the Service Agreements so that Substitute Constructing Party can take over as PM thereunder; (ii) Developer shall remain responsible for all Constructing Party Cost Overruns (as hereinafter defined), but Developer shall be relieved of all further obligations under this LDA with respect to the completion of the incomplete Improvements for the applicable Phasesubsequent to such assumption; (iii) Developer shall remain liable for its gross negligence or willful misconduct, and any indemnification obligations specified herein incurred prior to the date of such Assumption Noticeassumption; and (ivv) Substitute Constructing Party shall assume and perform all obligations under all Contracts and the Service Agreements pertaining to the construction of the for Improvements for the applicable Phase which Substitute Constructing Party will complete to the extent such obligations are to be performed after the date of delivery of the Assumption Notice. Upon delivery of an Assumption Notice, Substitute Constructing Party shall be obligated to complete or cause the completion of the Improvements for the applicable Phase and pay the Costs incurred thereafter by Substitute Constructing Party to complete such Improvements (subject to Developer’s funding obligation under the Joint Improvements Memorandum (as hereinafter defined), and Substitute Constructing Party’s rights as PM under the Service Agreements to process payments through the CAB and/or the DistrictImprovements. If a Substitute Constructing Party assumes the obligation to construct the Improvements for the applicable PhaseImprovements, the Substitute Constructing Party shall use commercially reasonable and diligent efforts to Substantially Complete the applicable Improvements under existing Construction Contracts, construction budgets and other similar construction documents, and the Builder’s obligation for the payment of costs under Section 6 6.1 which are due and payable after the date of the Assumption Notice shall be suspended until and thereafter terminated if the Substitute Constructing Party achieves Substantial Completion of any unfinished Improvements, and the Improvements for the applicable Phase and thereupon all Costs incurred and paid by Builder Substitute Constructing Party shall be offset against entitled to recover the unpaid portions of the Deferred Purchase Price (as hereinafter defined). If the amount of the unpaid portions of the Deferred Purchase Price is insufficient to offset the Costs incurred and paid by Builder, then Developer will pay to Builder the amount of the deficiency within thirty (30) days after Builder presents Developer with an invoice for such payment, including reasonable supporting documentation for the Constructing Party Cost Overruns incurred by Builder. Invoices not paid within thirty (30) days after receipt shall bear simple interest at the rate of twelve percent (12%) per annum (Substitute Constructing Party from the “Default Interest Rate”) until paidDeveloper. In the event of an Assumption Notice, the Substitute Constructing Party shall indemnify, defend and hold harmless the Developer and its members, managers, shareholders, employees, directors, officers, agents, affiliates, successors and assigns for, from and against all claims, demands, liabilities, losses, damages (exclusive of special, consequential, punitive, speculative or lost profits damages), costs and expenses, including but not limited to court costs and reasonable attorneys’ fees, that accrue after the date of the Assumption Notice and arise out of the Substitute Constructing Party’s completion of the Improvements, and this indemnity shall not apply to any claims, demands, liabilities, losses, damages, costs, expenses, acts or omissions arising or accruing before the date of the Assumption Notice. The obligations under this Section shall survive the termination or expiration of this LDA.