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failure to perform any of the requirements of this Article 6 occurring subsequent to such sale or transfer with respect to the portion sold or transferred. Article 7. CONTRIBUTIONS OF IAC AND THE AGENCY §701 In General Subject to the provisions othenvise contained herein, as between the Agency and IAC, IAC shall be responsible for all expenses of the IAC Project of every kind and nature to the extent provided for herein, inctuding, but not limited to, land acquisition, relocation, site cleazance and prepazation, engineering, consuuction, governmental approvals and CEQA compliance, and the Agency shall have the duty to make only the contributions set forth in this Article 7. Notwithstanding the foregoing, IAC shall not be obligated to fund any Total Acquisition Costs if it does not deliver its Election to Proceed pwsuant to Section 304(Dl or if it exercises its right to terminate this Agreement in accordance with Article 8. Nothing in this section shall be construed as a waiver by IAC to pursue its right to recover costs against the Agency to the extent provided for herein or anyone other than the Agency as may be permitted in law or equity. §702 Aeencv Advances The Agency shall contribute, without the right to reimbursement, the cost of its _ consultants, attorneys, officers and employees (including its own intemal costs and expenses incurred in complying with this Agreement) expended both prior to and after the execution of this Agreement, except with respect to the cost of its consultants and attorneys to engage in and perform the activities reasonably required to satisfy the Agency's obligations to acquire Acquisition Pazcels as specifically set forth in Article 3 for which IAC shall retain sole responsibility. Article 8. DEFAULTS AND REMEDIES §801 Defaults in General Subject to the ext�,nsions of time set forth in Section 1004 of this Agreement, material failure or material delay by the Agency or IAC in performing or complying with any material term or material provision of this Agreement will constitute a default under this Agreement ("Default"). Any party claiming a Default ("ClaimanP') shall give written notice of Default to the other party, specifying such Defatilt. The Claimant's rights to institute legal proceedings or terminate this Agreement aze subject to the cure rights provided for in Sections 807(C) and 808 C. For purposes of this Agreement, the term "Default" does not include a default of the kind described in Section 515 of this Agreement. If IAC has commenced construction of any Project Phase prior to a termination, IAC shall have no obligation to complete such construction, but shall have the right to do so without the prior written consenf of the Agency provided that this Agreement is not terminated by the Agency due to a Default by IAC. If IAC elects to complete construction of such Project Phase, termination of this Agreement shall not apply to such Project Phase. Either party exercising its right to terminate this Agreement under this Article 8 shall do so by providing written notice of such termination in accordance with Section 1002 of this 31 9627�.8397615 � ' � � �