Direct Deed - Department of Treasury - The Western Australian ...

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EGRP Redevelopment Project - Pro Forma Direct Deed (Execution Version)Commercial in Confidence(iv)(v)(vi)the Additional Obligor will be bound by any earlier decision, directions,approvals or consents given or made prior to the Assumption Date;Clause 15 will apply to the Key Subcontractor and the Additional Obligoras if the address, facsimile number and email address of the AdditionalObligor were set out in the Contract Particulars in addition to those ofProject Co; andthe Key Subcontractor will owe its obligations in accordance with the KeySubcontract to Project Co and the Additional Obligor jointly but theperformance by the Key Subcontractor in favour of either Project Co orthe Additional Obligor will be a good discharge of the relevant obligationsin accordance with the Key Subcontract;(c)(d)(No liability): the Additional Obligor will have no Liability for remedying any DefaultEvent arising prior to the Assumption Date;(Additional Obligor Step-Out Date): the Additional Obligor may at any time givethe Key Subcontractor not less than 30 days' notice terminating the AdditionalObligor's obligations in accordance with the Key Subcontract (without affecting thecontinuation of Project Co's obligations or liabilities towards the Key Subcontractorin accordance with the Key Subcontract). Such notice must specify the date onwhich it takes effect, which must be:(i)(ii)the date [30 days] after the date of the notice; orif a Novation Notice has been given, the Novation Notice Date,(Additional Obligor Step-Out Date); and(e)(Release): on and from the Additional Obligor Step-Out Date, between the KeySubcontractor and the Additional Obligor, each of the Additional Obligor and theKey Subcontractor will be released from all obligations in accordance with the KeySubcontract (except for those obligations which have arisen during the Step-InPeriod including in connection with additional liabilities incurred by the KeySubcontractor during the Step-In Period), whether or not a Claim has been made inconnection with those obligations or they have not fallen due to be performed orhave not been performed).6.4 IndemnityProject Co indemnifies the State and the State Associates against any Claim or Liability(including any Claim made by, or Liability to, a third party) incurred in connection with takingany action in accordance with Clause 6.2 or Clause 6.3.7. Novation of rights and obligations7.1 Option(a)(b)(c)The State may require a novation of the Key Subcontract upon the termination ofthe Agreement, by giving a notice (Novation Notice) to the Key Subcontractor.The Novation Notice must specify the person to whom the State intends to novatethe Key Subcontract whether this will be the State or another person.If the State issues a Novation Notice then the Key Subcontractor must comply withthis Clause 7 and, until the Novation Notice Date, the Key Subcontractor mustcontinue to perform its obligations in accordance with the Key Subcontract.The Key Subcontractor acknowledges that the giving of a Novation Notice by theState will not of itself contravene, or constitute a Default Event in accordance with,15
EGRP Redevelopment Project - Pro Forma Direct Deed (Execution Version)Commercial in Confidence7.2 Novationthe Key Subcontract or entitle the Key Subcontractor to exercise any Power(including termination) in accordance with it.If the State issues a Novation Notice to the Key Subcontractor, the parties agree to novate theKey Subcontract to the substitute party identified in the Novation Notice and must enter into anovation agreement in a form and substance reasonably satisfactory to the State, the KeySubcontractor and the substitute party.7.3 Novation of obligationsFrom the Novation Date, a substitute party must perform:(a)any obligation of Project Co to pay money to the Key Subcontractor that arosebefore the Novation Date and which:(i)(ii)is due and payable in accordance with the terms of the Key Subcontractand has not been paid by Project Co; andis not the subject of a Dispute (within the meaning of Clause [#Assure toinsert] of the Key Subcontract) in accordance with the Key Subcontract;and [State Note: To be confirmed once Key Subcontract is receivedand subject to Proposals.](b)the obligations of Project Co in accordance with the Key Subcontract which arise orrelate to events occurring on or after the Novation Date.7.4 Novation of rights(a)(b)Subject to paragraph (b), the substitute party is entitled to all rights to which ProjectCo was entitled in accordance with the Key Subcontract including all rights whicharose prior to the Novation Date.Project Co is entitled to rights which accrued prior to the Novation Date inconnection with any Liability in accordance with the Key Subcontract which is thesubject of a dispute.7.5 Continuing obligations(a)(b)(c)(d)The Key Subcontractor must perform its obligations in accordance with the KeySubcontract in favour of the substitute party, including obligations which wereincurred or which relate to events occurring before the Novation Date or which ariseor relate to events occurring on or after the Novation Date.The Key Subcontractor will continue to be bound by the Key Subcontract as if thesubstitute party was an original party to the agreement in place of Project Co.If the Key Subcontractor has exercised its right to suspend in accordance withClause 5.3 or 5.4 the Key Subcontractor must recommence performance of theWorks from the Novation Date or the date on which the cause of the suspension isremedied (which ever is the earlier).The Key Subcontractor:(i)(ii)will have the benefit of any extensions of time granted to the KeySubcontractor prior to the Novation Date; andis not entitled to exercise any right of set off or counterclaim against thesubstitute party if, and to the extent that, such right arose prior to theNovation Date.16
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Direct Deed - Department of Treasury - The Western Australian ...

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