Common use of Action Upon Notice; Work Product Clause in Contracts

Action Upon Notice; Work Product. If the termination is stated to be for convenience or for a default which is not reasonably subject to adequate cure, the Developer upon receipt of such notice shall (i) immediately discontinue all services affected (unless the notice directs otherwise), (ii) deliver to the City all information, reports, papers, and other materials accumulated or generated in performing under this Agreement, whether completed or in process, and (iii) deliver to the City a status report of all work completed and all work in progress under this Agreement. Each contract or subcontract between Developer or a Developer Affiliate and any non-related third party for work related to the Revitalization (including, without limitation, any architect, engineer, or construction contractor or subcontractor) shall permit Developer or such Developer Affiliate, in the event of termination of this Agreement by the City for default or for convenience, to assign all work product thereunder to the City solely for purposes of completing, using and maintaining the Development and to terminate such contract without compensation except for work performed and unpaid; provided, however, that the Developer shall be under no obligation to deliver any work products in its possession unless the City shall have reimbursed it for the cost thereof or shall have agreed to offset the cost thereof against any indebtedness owing from the Developer to the City. The City’s rights pursuant to this Section 8.7 are expressly acknowledged not to survive Closing, provided that similar pledges and rights may be included within the City’s loan documents (subject to coordination and approval with the rights of other lenders).

Action Upon Notice; Work Product. If the termination is stated to be for convenience or for a default an Event of Default which is not reasonably subject to adequate cure, the Developer upon receipt of such notice shall (i) immediately discontinue all services affected (unless the notice directs otherwise), (ii) deliver to the City Authority all information, reports, papers, and other materials accumulated or generated in performing under this Agreement, whether completed or in process, and (iii) deliver to the City Authority a status report of all work completed and all work in progress under this Agreement. Each contract or subcontract between Developer or a Developer Affiliate and any non-related third party for work related to the Revitalization (including, without limitation, any architect, engineer, or construction contractor or subcontractor) shall permit Developer or such Developer Affiliate, in the event of termination of this Agreement by the City Authority for default an Event of Default or for convenience, to assign all work product thereunder to the City Authority solely for purposes of completing, using and maintaining the Development and to terminate such contract without compensation except for work performed and unpaid; provided, however, that the Developer shall be under no obligation to deliver any work products in its possession unless the City Authority shall have reimbursed it for the cost thereof or shall have agreed to offset the cost thereof against any indebtedness owing from the Developer to the City. The City’s rights pursuant to this Section 8.7 are expressly acknowledged not to survive Closing, provided that similar pledges and rights may be included within the City’s loan documents (subject to coordination and approval with the rights of other lenders)Authority.