Specified Projects. (a) The Parties recognise the unique nature of the Victorian Government ‘Big Build’ Projects. To this end, where:
(i) an Employee is engaged by the Employer on one of the following major projects:
(A) North East Link Project;
(B) Suburban Rail Loop Project; or
(C) Airport Rail Link Project; (Big Build Projects)
(ii) the wages and conditions under the project specific enterprise agreement (covering the Principal Contractor or any associated entities through which it engages labour for the Big Build Project) on the Big Build Project are higher than those provided in this Agreement;
(b) the Employee, whilst performing work on the Big Build Project, will receive the higher wages and conditions (reflected in the project specific enterprise agreement) in accordance with their respective classification under this Agreement.
Specified Projects. 39 SUBSIDIARY(IES)...................................................................................................8
Specified Projects. If a Specified Consent has not been obtained prior to the Closing, then, with respect to the Specified Project relating to such Specified Consent, (a) all provisions with respect to (directly or indirectly) such Specified Project shall automatically, without further action by any Person, become null and void and without further effect, including, without limitation, any representations, warranties, covenants or purchase price adjustment provisions (and the components thereof) with respect to such Specified Project, (b) the Base Purchase Price shall be reduced by the applicable Specified Project Value, (c) the legal title to such Specified Project shall not be transferred to Buyer at the Closing, (d) the conditions to the obligations of the parties set forth in Article VI shall be deemed not to include any representation or warranties with respect to, or closing deliverables provided in connection with, such Specified Project and (e) neither Buyer nor any remaining member of the Company Group or Non-Controlled Joint Ventures Group shall have any Liability associated with such Specified Project; provided, however, that the terms of this Section 5.32 shall continue in full force and effect.
Specified Projects. (a) Seller shall cause all Contracts related to the development and construction of the Specified Projects to be entered into by the Company (and not by Seller or any of Seller’s Affiliates) in accordance with the budgets therefor, and Seller shall negotiate the terms of such Contracts in a manner consistent with Prudent Industry Practices (and the terms thereof shall reflect such negotiation). Seller shall, promptly following the date hereof, cause the assignment to the Company of all Contracts entered into by Seller or any of its Affiliates (excluding the Company) prior to the date hereof with respect to the Specified Projects.
(b) During the Interim Period, Seller shall cause the Company to diligently pursue the development and construction of each Specified Project in accordance with Seller’s engineering standards and the budget for such Specified Project, including to continue to make capital expenditures related to such Specified Capital Projects in accordance with its applicable budget. Without limitation of Seller’s obligations under the preceding sentence, neither Seller nor the Company makes any representation or warranty, express, implied, statutory or otherwise, at law or in equity, in respect of Seller’s, the Company’s or any of their respective Affiliates’ performance of development and construction of the Specified Projects pursuant to this Section 7.22(b), including with respect to merchantability or fitness for any particular purpose. Seller shall not, and shall cause the Company not to, change the scope of the Superior Flex Project outlined in Schedule 1.1(b) in any material respect without the prior written consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed. Seller shall keep Buyer fully informed of all material developments relating to or in connection with each Specified Project, including by providing prompt written notice to Buyer if it appears at any time that there will be, or would reasonably expected to be, any material delay in the development and construction of such Specified Project (a “Delay”) or any material deviation from the approved “authority for expenditures” for the development and construction of such Specified Project (a “Deviation”). In the event of a Delay, Seller shall promptly develop and provide to Buyer a reasonably detailed plan to mitigate the Delay in respect of the affected Specified Project and shall consult with Buyer as to the substance thereof and incorporate all rea...
Specified Projects
