Extract to table

The Parties desire to set forth the terms and conditions under which the JV shall reimburse Fairwater for such pre-formation expenditures, the process for verifying and approving such expenditures, and the manner in which such reimbursement shall be applied against Fairwater HP Manager, LLC's capital contribution obligations

As used in this Agreement, the following terms shall have the meanings set forth below

This category includes, without limitation, initial earnest money deposits, additional deposits made pursuant to the terms of the Land PSA, any extension or inspection period fees, and any costs paid to third parties in connection with the transaction closing mechanics (excluding the purchase price itself, which shall be funded from JV equity and construction loan proceeds at the closing of the acquisition)

For the avoidance of doubt, this category expressly excludes legal fees and expenses related to the formation and structuring of the JV, the negotiation and drafting of the JV Agreement, the Operating Agreement, this Agreement, the Capital Contribution Agreement, the Development Management Agreement, or any other ancillary JV formation document, all of which shall be borne by Fairwater as its own cost and shall not constitute Eligible Pre-Formation Expenditures

Any expenditure claimed under this subsection (i) that was not specifically identified in a prior written communication between Fairwater and Prescott Capital Partners, LP (or its affiliates) shall be subject to the approval process set forth in Article III

Such cooperation obligation shall continue for a period of two (2) years following the Effective Date