Design and Construct Contracts Clause Samples

Design and Construct Contracts. (a) The New Cotai Parties and MCE must, as soon as practicable after the date of this document, discuss whether it is in their mutual interests (and the interests of the Cyber One Group) to seek to terminate the W Agreements and one or more of the Design and Construct Contracts prior to the Effective Time. (b) If the New Cotai Parties and MCE agree that the W Agreements or any Design and Construct Contract should be terminated prior to the Effective Time, and MCE has a similar agreement with East Asia as to the termination of such contract, then for purposes hereof, such contract shall become a nominated contract (Nominated Contract). (c) Subject to clause 2.2(b), the New Cotai Parties agree to use their commercially reasonable endeavours to procure that each Cyber One Group Company does all things that may be reasonably required by MCE to terminate each Nominated Contract; provided, that in no event shall the New Cotai Parties be required to procure that any Cyber One Group Company incur any obligations or pay any amounts in excess of the available funds of the Cyber One Group, after taking into account all other obligations of the Cyber One Group Companies. (d) With respect to each of the W Agreements and each of the Design and Construct Contracts, New Cotai agrees that it must not, and must use commercially reasonable endeavours to procure each Cyber One Group Company must not: (i) make any admissions of liability, give any warranties, or agree to any additional obligations in respect of the W Agreements and Design and Construct Contracts; (ii) take any steps to terminate any of the W Agreements or Design and Construct Contracts (other than the Nominated Contracts); (iii) initiate any correspondence with any counterparty to any of the W Agreements or Design and Construct Contracts (other than the Nominated Contracts) other than as may be reasonably necessary to preserve the status quo prevailing as at the date of this document; and (iv) reply to any correspondence from any counterparty to any of the W Agreements or Design and Construct Contracts other than as may be reasonably necessary to preserve the status quo prevailing as at the date of this document, in each case, without the prior written consent of MCE. (e) The New Cotai Parties must provide to MCE a copy of any correspondence initiated, received, or sent in reply under clauses 2.2(d)(iii) or 2.2(d)(iv), (as applicable). (f) Prior to the Effective Time, the New Cotai Parties must not, and must u...