Common use of Governmental Approvals and Third Party Approvals Clause in Contracts

Governmental Approvals and Third Party Approvals. If and to the extent that the valid, complete and perfected transfer assignment to the Partnership of any Transferred Intellectual Property Rights would be a violation of applicable laws or require any Third-Party Approval or Governmental Approval, then, unless Cadence shall otherwise determine, the transfer and assignment to the Partnership of such Intellectual Property Rights shall be automatically deemed deferred and any such purported transfer and assignment shall be null and void until such time as all legal impediments are removed and/or such Third-Party Approval or Governmental Approvals have been obtained. If the transfer and assignment of any Intellectual Property Rights intended to be transferred or assigned hereunder is not consummated on the date hereof for any other reason, then the member of the Cadence Group retaining title to such Intellectual Property Rights shall thereafter hold the same for the use and benefit, insofar as reasonably possible, of the Partnership (at the expense of the Partnership). In addition, such member of the Cadence Group shall take such other actions as may be reasonably requested by the Partnership in order to place the Partnership, insofar as reasonably possible, in the same position as if such Intellectual Property Rights had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Intellectual Property Rights, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Intellectual Property Rights, are to inure from and after the date hereof to the Partnership. If and when the Third-Party Approvals and/or Governmental Approvals, the absence of which caused the deferral of transfer of any Intellectual Property Rights pursuant to this Section 2.9, are obtained, the transfer of such Intellectual Property Rights shall be effected in accordance with the terms of this Agreement. The member of the Cadence Group retaining Intellectual Property Rights shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Partnership, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by the Partnership.

Governmental Approvals and Third Party Approvals. If and (a) Prior to the extent that commencement of the validProject, complete Redeveloper shall secure, or cause to be secured, any and perfected transfer assignment to the Partnership of any Transferred Intellectual Property Rights would be a violation of applicable laws or require any Third-Party Approval or Governmental Approval, then, unless Cadence shall otherwise determine, the transfer and assignment to the Partnership of such Intellectual Property Rights shall be automatically deemed deferred and any such purported transfer and assignment shall be null and void until such time as all legal impediments are removed and/or such Third-Party Approval or Governmental Approvals have been obtained. If the transfer and assignment of any Intellectual Property Rights intended to be transferred or assigned hereunder is not consummated on the date hereof for any other reason, then the member of the Cadence Group retaining title to such Intellectual Property Rights shall thereafter hold the same Third Party Approvals for the use and benefit, insofar as reasonably possible, of the Partnership (at the expense of the Partnership). In addition, such member of the Cadence Group shall take such other actions as may be reasonably requested by the Partnership Project in order to place cause the Partnership, insofar as reasonably possibleCommencement and Completion of the Project at the Property that Redeveloper elects to commence, in accordance with the same position as if such Intellectual Property Rights had been transferred as contemplated hereby Project Schedule and so that all the benefits provisions of Section 2.3. (b) The City agrees to reasonably cooperate with Redeveloper and burdens relating to such Intellectual Property Rights, including possession, use, risk of loss, potential support any application for gain, and dominion, control to obtain any Governmental Approvals and command over such Intellectual Property Rights, are to inure from and after the date hereof to the Partnership. If and when the Third-Third Party Approvals and/or Governmental Approvals, the absence of which caused the deferral of transfer of any Intellectual Property Rights pursuant to this Section 2.9, that are obtained, the transfer of such Intellectual Property Rights shall be effected in accordance consistent with the terms of this Redevelopment Agreement. The member , the Redevelopment Plan and Applicable Laws and the proposed or approved site plan, and at the request of Redeveloper to execute any documents required to obtain such approvals that the City deems reasonable, and including any owner consents, provided that, nothing in this Section shall be deemed: (i) to constitute an approval of all or any portion of the Cadence Group retaining Intellectual Property Rights Project for which Governmental Applications have been submitted or are required; or (ii) a waiver of the ability of the Planning Board or any other Governmental Body having jurisdiction thereof from exercising its statutorily authorized responsibilities with respect to the Governmental Applications or Governmental Approvals required by, and consistent with, Applicable Law. Redeveloper shall update the list of all Governmental Approvals as part of the Progress Reports, if and as appropriate during the Project and provide copies to the City. (c) No Governmental Approval shall be deemed “final” until (i) the time for all appeals has run without the filing of an appeal or (ii) in the event an appeal is filed, all such appeal(s) have been resolved in favor of the Project and/or Redeveloper in a manner that allows the Project to proceed and to be completed, and the time for filing any further appeal has expired without the filing of any such appeals. (d) Redeveloper shall have the right, but not be obligatedthe obligation, to contest any unsatisfactory requirement or condition with respect to the Project imposed on Redeveloper as a condition to a Governmental Approval including, without limitation, the imposition of any obligations to fund or construct off-site improvements. Redeveloper shall have no obligation to comply with any such unsatisfactory requirement or condition if Redeveloper elects not to contest same or is unsuccessful in contesting same and such requirement is material to the cost or timing of the Project affected thereby as determined in the good faith judgment of Redeveloper or is materially inconsistent with Redeveloper’s building and site plans, in connection which event, Redeveloper may terminate this Redevelopment Agreement pursuant to Section 14.2(c) herein (including compliance with the foregoingnotice requirements set forth in that Section), as Redeveloper’s sole remedy. In such instance, the parties may agree to expend any money unless consider a modification of this Redevelopment Agreement, or the necessary funds are advanced by Redevelopment Plan, in a manner similar to that provided for in Section (e) below, but neither the Partnership, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which Redeveloper nor the City shall be promptly reimbursed obligated to do so. (e) In the event that Redeveloper’s application for any Governmental Approval is denied or any Person brings an action that contests or challenges the grant of any Governmental Approval, then Redeveloper shall have the right in its discretion to modify and resubmit such application, if applicable, in order to secure such Governmental Approval; provided that such modification does not violate the terms of this Agreement or the Redevelopment Plan. In the event of an adverse decision which Redeveloper elects not to appeal or which becomes final after appeal, the Parties shall, during the sixty (60) day period immediately following receipt by both Parties of such decision, use diligent, reasonable efforts and good faith negotiations to modify the PartnershipProject and amend this Redevelopment Agreement (and any Governmental Approval, including the Redevelopment Plan) in order to assist Redeveloper in obtaining the required Governmental Approvals. If, at the end of such sixty (60) day period, there is no agreement between the Parties as to how to modify the Project and amend this Redevelopment Agreement (and any Governmental Approval, including the Redevelopment Plan), either Party may terminate this Redevelopment Agreement by providing written notice to the other Party in accordance with the provisions of Section 14.2(c) of this Redevelopment Agreement.