REPLACEMENT PROJECTS Clause Samples
The Replacement Projects clause defines the process and conditions under which one project may be substituted for another within the scope of an agreement. Typically, this clause outlines the criteria that must be met for a replacement to occur, such as approval requirements, timelines, and any necessary adjustments to project deliverables or compensation. Its core practical function is to provide flexibility for both parties to adapt to changing circumstances by allowing for the substitution of projects, thereby ensuring the agreement remains relevant and effective even if original project plans need to change.
REPLACEMENT PROJECTS. Homestead agrees that for each Future Project rejected by Homestead pursuant to Section 2.3 (a "Rejected Project"), Homestead will propose to Atlantic in writing a proposed substitute future project (a "Proposed Substitute Future Project") to take the place of such Rejected Project. Any such Proposed Substitute Future Project shall be located within the Geographic Area and, except as specifically noted in writing by Homestead, shall conform, to Homestead's then current knowledge, to the Prototypical Project requirements. Homestead may select a Proposed Substitute Future Project from its then contemplated Homestead Village projects which Homestead is considering pursuing or, if all such contemplated projects are then already included within the list of Future Projects under this Agreement, then Homestead may delay in identifying a Proposed Substitute Future Project until, in the ordinary course of its business, a new site for a contemplated Homestead Village project is identified within the Geographic Area. Homestead shall not, however, be obligated to identify a new potential Homestead Village site solely for the purposes of presenting to Atlantic a Proposed Substitute Future Project. Atlantic shall have a period of 20 Business Days after receipt of any such Proposed Substitute Project to approve or reject, in its sole and absolute discretion, any such proposal, and failure of Atlantic to provide Homestead with written notice within such 20-Business Day period shall be deemed a rejection by Atlantic of the subject Proposed Substitute Future Project. If Atlantic timely approves a Proposed Substitute Future Project, then such project shall be substituted in the place and stead of the Rejected Project in Exhibit A hereto, and shall for all purposes under this Agreement thereafter be deemed a Future Project. The maximum amount of Loan proceeds that will be available to fund such Future Project (if Homestead thereafter delivers an Acquisition Notice for such Project) shall be equal to the Loan amount originally allocated to the applicable Rejected Project in Exhibit A.
REPLACEMENT PROJECTS. If the JSC elects to discontinue a Project with respect to a Project Target, upon discontinuation of that Project: (a) ProQR shall have no further obligations under the Workplan with respect to such Project Target; and (b) such Project Target shall thereafter no longer be considered a Project Target and shall be deemed a Discontinued Target. In addition, Lilly shall have the right, no later than [***] before the end of the Research Term, to select a Target (or specific adenosine, element or mutated form thereof) to replace such Project Target in the Research Program as a Replacement Target by notifying the JSC of such election (each, a “Replacement Target”). If the proposed Replacement Target is a Reserved Target or [***] Target, is not an Unavailable Target (unless Lilly has consented to the non-exclusive restrictions on such Target pursuant to Section 3.3.1), or is otherwise consented to by ProQR, the proposed Replacement Target shall be deemed a Project Target, and in which case a project associated with such Replacement Target shall replace the discontinued Project as a “Replacement Project,” and the Parties (through the JSC) shall prepare the mutually agreed upon Workplan for the Replacement Project (in accordance with Section 4.4.2). For avoidance of doubt, Replacement Targets may, but need not be, Reserved Targets or [***] Targets, and Replacement Projects may replace either an Initial Project or an Additional Project, and may itself be eligible to be replaced by a subsequent Replacement Project. In no event, however, shall there be more than [***] replacements of Project Targets, in the aggregate, pursuant to this Section 3.5.