Common use of Obligations under this Planning Agreement Clause in Contracts

Obligations under this Planning Agreement. (a) Subject to paragraphs (e) and (h) in this clause 21, where a Legal Challenge is commenced the Parties’ obligations under this Deed are immediately suspended and neither the Land Owner nor the Contractor shall have any obligation to make any Contributions under this Agreement until the expiration of the Suspension Period or where paragraph (e) of this clause 21 applies. (b) Subject to paragraph (c) in this clause 21, where any Legal Challenge is commenced and/or where the Court declares or orders the LEP or any Approval to be invalid, the Parties agree to: (i) meet, no later than 5 Business Days after the date of service of commencement of the Legal Challenge and after any declaration or order that the LEP, the Planning Agreement or Approval (as appropriate) is invalid, to discuss in good faith: A. the suspension of the Parties’ rights and obligations under this Deed; and B. their intentions in relation to that declaration or order, including, without limitation, any intention to Appeal that declaration or order; and (ii) consult regularly with the other Party in relation to any Legal Challenge or Appeal and must respond within a reasonable period to each other’s questions, queries and enquiries and generally keep each other informed regarding the progress of any such Legal Challenge or Appeal. (c) The Parties will not be required to meet, or consult, with the other Parties pursuant to paragraph (b) of this clause 21 in circumstances where any of the Parties receives legal advice that it should not so meet or consult with the other Party in connection with any such Legal Challenge or Appeal. (d) The Parties agree that any discussions held between the Parties under this clause 21 are confidential and that a common interest between them exists for the purposes of legal professional privilege in connection with those discussions. (e) Notwithstanding paragraph (a), the Contractor and the Land Owner may elect at their Cost and risk to proceed with the Development and continue to comply with their obligations under this Deed unless and until such time as the LEP, the Planning Agreement or Approval (as appropriate) is declared invalid. (f) Where paragraph (e) applies, the Council agrees to cooperate in good faith with the Contractor and the Land Owner to progress the Development during the Suspension Period. (g) Where the Council suspends the roll-out of the whole or any part of the Green Infrastructure and the Council Road Works during the Suspension Period, but the Contractor and the Land Owner wish to continue with the Development, the Contractor and/or the Land Owner may elect at their Cost and risk to step-in to complete certain parts of the Green Infrastructure and the Council Road Works for which the Council is responsible with the Council’s consent, on terms to be agreed between the Parties in writing. (h) The Parties agree that if this clause 21 applies and there is a suspension of the Parties’ obligations under this Deed, where necessary, any Works that have been commenced, but not completed, will be left in a state that is safe to the public before Works cease notwithstanding the commencement of the Suspension Period. (i) If this Deed is terminated as the result of any Legal Challenge or Appeal, the Council agrees to reimburse the Contractor and the Land Owner any Contribution Amount paid under this Deed and the Parties will meet in accordance with paragraph (b) of this clause 21 to discuss the return of the Bonds and any matters that may need to be addressed as a result of the commencement of the Contribution Works (j) If the LEP is declared invalid, the Contractor and the Land Owner shall not have any obligation to make any of the Contributions under this Deed and, on resolution of the matters in paragraph (i) of this clause 21, this Deed will terminate. (k) If an Approval is declared invalid, the Parties will meet in accordance with clause 21(b) of this Deed to discuss their respective rights and obligations under this Deed as a consequence of that determination. (l) If the Contractor and the Land Owner elect to proceed with the Development notwithstanding paragraphs (a), (f) and (g), then the Contractor and the Land Owner are liable for and indemnify the Council against all liability, loss, Costs and expenses (including Legal Costs) directly arising from or incurred in connection with the Contractor and the Land Owner proceeding with the Development despite the Legal Challenge and the operation of paragraphs (a), (f) and (g).

Obligations under this Planning Agreement. (a) Subject to paragraphs (e) and to (hi) in this clause 2120, where a Legal Challenge is commenced the Partiesparties’ obligations under this Deed are immediately suspended and neither the Land Owner nor the Contractor Developer shall not have any obligation to make any Contributions under this Agreement Deed until the expiration of the Suspension Period or where paragraph (e) of this clause 21 20 applies. (b) Subject to paragraph (c) in this clause 2120, where any Legal Challenge is commenced and/or where the Court declares or orders the LEP or any Approval to be invalid, the Parties agree to:: Draft (i) meet, no later than 5 Business Days after the date of service of commencement of the Legal Challenge and after any declaration or order that the LEP, the Planning Agreement or Approval (as appropriate) is invalid, to discuss in good faith: A. (A) the suspension of the Parties’ parties rights and obligations under this DeedAgreement; and B. (B) their intentions in relation to that declaration or order, including, without limitation, any intention to Appeal that declaration or orderdeclaration; and (ii) consult regularly with the other Party in relation to any Legal Challenge or Appeal and must respond within a reasonable period to each other’s questions, queries and enquiries and generally keep each other informed regarding the progress of any such Legal Challenge or Appeal. (c) The Parties parties will not be required to meet, meet or consult, with the other Parties consult pursuant to paragraph (b) of this clause 21 20 in circumstances where any of the Parties receives legal advice that it should not so meet or consult with the other Party in connection with any such Legal Challenge declaration or Appeal. (d) The Parties parties agree that any discussions held between the Parties under this clause 21 20 are confidential and that a common interest between them exists for the purposes of legal professional privilege in connection with those discussions. (e) Notwithstanding paragraph (a), the Contractor and the Land Owner Developer may elect at their its Cost and risk to proceed with the Development Development, in which circumstances, clause 20(a) will not apply and the Developer must continue to comply with their all obligations under this Deed unless and until such time as the LEP, the Planning Agreement or Approval (as appropriate) is declared invalidDeed. (f) Where If this Deed is terminated as the result of any Appeal the parties will meet in accordance with paragraph (eb) applies, of this clause 19 to discuss any matters that may need to be addressed as a result of the Council agrees to cooperate in good faith with commencement of the Contractor and the Land Owner to progress the Development during the Suspension PeriodContribution Works. (g) Where the Council suspends the roll-out of the whole or If any part of the Green Infrastructure and the Council Road Works during the Suspension Period, but the Contractor and the Land Owner wish to continue with the DevelopmentApproval is declared invalid, the Contractor and/or the Land Owner may elect at parties will meet in accordance with clause 19(b) of this Deed to discuss their Cost respective rights and risk to step-in to complete certain parts obligations under this Deed as a consequence of the Green Infrastructure and the Council Road Works for which the Council is responsible with the Council’s consent, on terms to be agreed between the Parties in writingthat determination. (h) If the Developer elects to proceed with the Development notwithstanding the commencement of any Legal Challenge, then the Developer is liable for and indemnifies Council against all liability, loss, Costs and expenses (including Legal Costs) arising from or incurred in connection with the Developer proceeding with the Development despite the Legal Challenge. (i) The Parties parties agree that if this clause 21 20 applies and there is a suspension of the Partiesparties’ obligations under this Deed, where necessary, any Contribution Works that have been commenced, but not completed, will be left in a state that is safe to the public before those Contribution Works cease notwithstanding the commencement of the any Suspension Period. (ij) If this Deed is terminated as the result of any Legal Challenge This clause 20 will not merge on completion or Appeal, the Council agrees to reimburse the Contractor and the Land Owner any Contribution Amount paid under this Deed and the Parties will meet in accordance with paragraph (b) termination of this clause 21 to discuss the return of the Bonds and any matters that may need to be addressed as a result of the commencement of the Contribution Works (j) If the LEP is declared invalid, the Contractor and the Land Owner shall not have any obligation to make any of the Contributions under this Deed and, on resolution of the matters in paragraph (i) of this clause 21, this Deed will terminateDeed. (k) If an Approval is declared invalid, the Parties will meet in accordance with clause 21(b) of this Deed to discuss their respective rights and obligations under this Deed as a consequence of that determination. (l) If the Contractor and the Land Owner elect to proceed with the Development notwithstanding paragraphs (a), (f) and (g), then the Contractor and the Land Owner are liable for and indemnify the Council against all liability, loss, Costs and expenses (including Legal Costs) directly arising from or incurred in connection with the Contractor and the Land Owner proceeding with the Development despite the Legal Challenge and the operation of paragraphs (a), (f) and (g).

Obligations under this Planning Agreement. (a) Subject to paragraphs clauses 19(e) to (e) and (h) in this clause 21i), where a Legal Challenge is commenced the Parties’ obligations under this Deed are immediately suspended and neither the Land Owner nor the Contractor Developer shall not have any obligation to make any Contributions under this Agreement Deed until the expiration of the Suspension Period or where paragraph (eclause 19(e) of this clause 21 applies. (b) Subject to paragraph (c) in this clause 2119(c), where any Legal Challenge is commenced and/or or where the Court declares or orders the LEP or any Approval to be invalid, the Parties agree to: (i) meet, no later than 5 Business Days after the date of service of commencement of the Legal Challenge and after any declaration or order that the LEP, the Planning Agreement or Approval (as appropriate) is invalid, to discuss in good faith: A. (A) the suspension of the Parties’ Parties rights and obligations under this DeedAgreement; and B. (B) their intentions in relation to that declaration or order, including, without limitation, any intention to Appeal that declaration or orderdeclaration; and (ii) consult regularly with the other Party in relation to any Legal Challenge or Appeal and must respond within a reasonable period to each other’s questions, queries and enquiries and generally keep each other informed regarding the progress of any such Legal Challenge or Appeal. (c) The Parties will not be required to meet, meet or consult, with the other Parties consult pursuant to paragraph (bclause 19(b) of this clause 21 in circumstances where any of the Parties receives legal advice that it should not so meet or consult with the other Party in connection with any such Legal Challenge declaration or Appeal. (d) The Parties agree that any discussions held between the Parties under this clause 21 19 are confidential and that a common interest between them exists for the purposes of legal professional privilege in connection with those discussions. (e) Notwithstanding paragraph (aclause 19(a), the Contractor and the Land Owner Developer may elect at their its Cost and risk to proceed with the Development Development, in which circumstances, clauses 19(a) and 19(b) will not apply and the Developer must continue to comply with their all obligations under this Deed unless and until such time as the LEP, the Planning Agreement or Approval (as appropriate) is declared invalidDeed. (f) Where paragraph (eIf this Deed is terminated as the result of any Appeal the parties will meet in accordance with clause 19(b) applies, to discuss any matters that may need to be addressed as a result of the Council agrees to cooperate in good faith with commencement of the Contractor and the Land Owner to progress the Development during the Suspension PeriodContribution Works. (g) Where the Council suspends the roll-out of the whole or If any part of the Green Infrastructure and the Council Road Works during the Suspension Period, but the Contractor and the Land Owner wish to continue with the DevelopmentApproval is declared invalid, the Contractor and/or the Land Owner may elect at parties will meet in accordance with clause 19(b) of this Deed to discuss their Cost respective rights and risk to step-in to complete certain parts obligations under this Deed as a consequence of the Green Infrastructure and the Council Road Works for which the Council is responsible with the Council’s consent, on terms to be agreed between the Parties in writingthat determination. (h) If the Developer elects to proceed with the Development notwithstanding the commencement of any Legal Challenge, then the Developer is liable for and indemnifies Council against all liability, loss, Costs and expenses (including Legal Costs) arising from or incurred in connection with the Developer proceeding with the Development despite the Legal Challenge. (i) The Parties agree that if this clause 21 19 applies and there is a suspension of the Parties’ obligations under this Deed, where necessary, any Contribution Works that have been commenced, but not completed, will be left in a state that is safe to the public before those Contribution Works cease notwithstanding the commencement of the any Suspension Period. (ij) If this Deed is terminated as the result of any Legal Challenge This clause 19 will not merge on completion or Appeal, the Council agrees to reimburse the Contractor and the Land Owner any Contribution Amount paid under this Deed and the Parties will meet in accordance with paragraph (b) termination of this clause 21 to discuss the return of the Bonds and any matters that may need to be addressed as a result of the commencement of the Contribution Works (j) If the LEP is declared invalid, the Contractor and the Land Owner shall not have any obligation to make any of the Contributions under this Deed and, on resolution of the matters in paragraph (i) of this clause 21, this Deed will terminateDeed. (k) If an Approval is declared invalid, the Parties will meet in accordance with clause 21(b) of this Deed to discuss their respective rights and obligations under this Deed as a consequence of that determination. (l) If the Contractor and the Land Owner elect to proceed with the Development notwithstanding paragraphs (a), (f) and (g), then the Contractor and the Land Owner are liable for and indemnify the Council against all liability, loss, Costs and expenses (including Legal Costs) directly arising from or incurred in connection with the Contractor and the Land Owner proceeding with the Development despite the Legal Challenge and the operation of paragraphs (a), (f) and (g).

Obligations under this Planning Agreement. (a) Subject to paragraphs (e) and to (hg) in this clause 2119, where a Legal Challenge is commenced the Partiesparties’ obligations under this Deed are immediately suspended and neither the Land Owner nor the Contractor Developer shall not have any obligation to make any Contributions under this Agreement Deed until the expiration of the Suspension Period or where paragraph (e) of this clause 21 19 applies. (b) Subject to paragraph (c) in this clause 2119, where any Legal Challenge is commenced and/or where the Court declares or orders the LEP or any Approval to be invalid, the Parties agree to: (i) meet, no later than 5 Business Days after the date of service of commencement of the Legal Challenge and after any declaration or order that the LEP, the Planning Agreement or Approval (as appropriate) is invalid, to discuss in good faith: A. (A) the suspension of the Parties’ parties rights and obligations under this DeedAgreement; and B. (B) their intentions in relation to that declaration or order, including, without limitation, any intention to Appeal that declaration or orderdeclaration; and (ii) consult regularly with the other Party in relation to any Legal Challenge or Appeal and must respond within a reasonable period to each other’s questions, queries and enquiries and generally keep each other informed regarding the progress of any such Legal Challenge or Appeal. (c) The Parties parties will not be required to meet, meet or consult, with the other Parties consult pursuant to paragraph (b) of this clause 21 19 in circumstances where any of the Parties receives legal advice that it should not so meet or consult with the other Party in connection with any such Legal Challenge declaration or Appeal. (d) The Parties parties agree that any discussions held between the Parties under this clause 21 19 are confidential and that a common interest between them exists for the purposes of legal professional privilege in connection with those discussions. (e) Notwithstanding paragraph (aclause 19(a), the Contractor and the Land Owner Developer may elect at their its Cost and risk to proceed with the Development Development, in which circumstance, clause 19(a) will not apply and the Developer must continue to comply with their all obligations under this Deed unless and until such time as the LEP, the Planning Agreement or Approval (as appropriate) is declared invalidDeed. (f) Where paragraph (e) applies, If the Council agrees Developer elects to cooperate in good faith proceed with the Contractor Development notwithstanding the commencement of any Legal Challenge, then the Developer is liable for and indemnifies Council against all liability, loss, Costs and expenses (including Legal Costs) arising from or incurred in connection with the Land Owner to progress Developer proceeding with the Development during despite the Suspension PeriodLegal Challenge. (g) Where the Council suspends the roll-out of the whole or any part of the Green Infrastructure and the Council Road Works during the Suspension Period, but the Contractor and the Land Owner wish to continue with the Development, the Contractor and/or the Land Owner may elect at their Cost and risk to step-in to complete certain parts of the Green Infrastructure and the Council Road Works for which the Council is responsible with the Council’s consent, on terms to be agreed between the Parties in writing. (h) The Parties parties agree that if this clause 21 19 applies and there is a suspension of the Partiesparties’ obligations under this Deed, where necessary, any Contribution Works that have been commenced, but not completed, will be left in a state that is safe to the public before those Contribution Works cease notwithstanding the commencement of the any Suspension Period. (ih) If this Deed is terminated as the result of any Legal Challenge This clause 19 will not merge on completion or Appeal, the Council agrees to reimburse the Contractor and the Land Owner any Contribution Amount paid under this Deed and the Parties will meet in accordance with paragraph (b) termination of this clause 21 to discuss the return of the Bonds and any matters that may need to be addressed as a result of the commencement of the Contribution Works (j) If the LEP is declared invalid, the Contractor and the Land Owner shall not have any obligation to make any of the Contributions under this Deed and, on resolution of the matters in paragraph (i) of this clause 21, this Deed will terminateDeed. (k) If an Approval is declared invalid, the Parties will meet in accordance with clause 21(b) of this Deed to discuss their respective rights and obligations under this Deed as a consequence of that determination. (l) If the Contractor and the Land Owner elect to proceed with the Development notwithstanding paragraphs (a), (f) and (g), then the Contractor and the Land Owner are liable for and indemnify the Council against all liability, loss, Costs and expenses (including Legal Costs) directly arising from or incurred in connection with the Contractor and the Land Owner proceeding with the Development despite the Legal Challenge and the operation of paragraphs (a), (f) and (g).