Common use of Improvement Contracts Clause in Contracts

Improvement Contracts. Pursuant to the Transaction Agreements, Optionor has previously sold, conveyed, granted, assigned, and transferred to Optionee a co-ownership interest in all rights and benefits in, to, and under all contracts and agreements relating to the design, engineering, and/or construction of the Improvements, as and to the extent such contracts and agreements exist as of the Effective Date (collectively, the "EXISTING IMPROVEMENT CONTRACTS"). From and after the Effective Date, Optionee is hereby authorized to solicit bids for any additional contracts or agreements necessary or desirable for the design, engineering, and/or construction of any of the Improvements. Optionee shall deliver copies of any such bids, together with Optionee's designation of the bid Optionee desires to have accepted (the "SELECTED BID"), to Optionor for its review. Within fifteen (15) days after receipt of such bids, Optionor shall notify Optionee in writing of Optionor's approval or disapproval (giving specific reasons for disapproval) of the Selected Bid. If Optionor fails to deliver a written notice of approval prior to expiration of such fifteen (15) day period, then Optionor shall be deemed to have disapproved the Selected Bid. If Optionor delivers a notice of disapproval prior to expiration of such fifteen (15) day period, or if Optionor fails to deliver a notice of approval within such fifteen (15) day period, then Optionee and Optionor shall promptly meet, which meeting may include any other appropriate parties, to attempt to resolve in good faith to Optionor's reasonable satisfaction such matters disapproved by Optionor. If Optionee and Optionor still are unable, in good faith, to resolve to Optionor's reasonable satisfaction such matters disapproved by Optionor, then such matter shall be subject to the dispute resolution provisions of Exhibit E to the Master Agreement. The Option Periods shall automatically be extended by the number of days involved in any such dispute resolution process. Optionor shall timely enter into all contracts with consultants and contractors relating to the Governmental Approvals and the Improvements and all such contracts shall be in a commercially reasonable form reasonably satisfactory to Optionee and Optionor and shall name Optionee as a third party beneficiary of such contracts. If Optionor fails and/or refuses to timely enter into any of such contracts and/or Optionor and Optionee cannot agree on the format and/or content of such contracts, then such matter(s) shall be subject to the dispute resolution provisions of Exhibit E to the Master Agreement. If, after the conclusion of the dispute resolution provisions of Exhibit E to the Master Agreement, Optionor still fails and/or refuses to timely enter into any of such contracts that Optionor is required to enter into pursuant to this Section 6.2, then Optionee shall be entitled to enter into such contracts directly, or to retain the services of a third party to enter into such contracts, and Optionee shall be entitled to pursue all remedies available at law and/or in equity.