By the Developer Clause Samples

By the Developer. The furnishing or making by or on behalf of the Developer of any statement or representation in connection with or under this Agreement that is false or misleading in any material respect;

By the Developer. The Developer for itself and its successors and assigns, agrees to allow the City to move forward with the Undertakings as determined to be appropriate by the City and to follow all of the City’s ordinances and procedures and other state and local laws, rules, regulations and procedures with respect to the Undertakings and to promptly and completely respond to all reasonable requests of the City with respect to such matters.

By the Developer. The Developer represents, warrants, covenants and agrees as the basis for the undertakings on its part herein contained that: (1) The Developer is a limited liability company duly organized and existing under the laws of the State of Missouri and has power to enter into, and by proper action has been duly authorized to execute, deliver and perform, this Agreement. (2) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction, agreement or instrument to which the Developer is now a party or by which the Developer is bound. (3) There are no lawsuits either pending or threatened that would affect the ability of the Developer to proceed with the completion or operation of the District Project.

By the Developer. The Developer shall indemnify and save the Owner harmless against any and all liabilities, claims, damages, interest, penalties, fines, monetary sanctions, losses (including pure economic losses), costs (direct and indirect), and expenses whatsoever (including, without limitation, counsel and solicitor’s fees on a substantial indemnity basis, reasonable costs of professional advisors, consultants and experts), except those damages, costs and expenses caused by the Owner’s omissions or negligence, arising from injury to property or injury to any person, firm, partnership or corporation, caused by the use, occupancy or presence of the Developer at, in, on or upon the Site, or the presence of any other person, firm, partnership or corporation at, in, on or upon the Site with the authorization of the Developer, throughout the Option Period. This indemnity shall survive indefinitely the expiration or earlier termination of this Option Agreement notwithstanding anything herein contained to the contrary.

By the Developer. The Developer, during the time it has the right to elect a majority of the Board of Directors of the Association, may amend the Declaration, the Articles of Incorporation or the By-Laws of the Association to correct an omission or error, or effect any other amendment, except that this procedure for amendment cannot be used if such an amendment would materially and adversely affect substantial property rights of Unit Owners, unless the affected Unit Owners consent thereto. Further, the Developer shall not be permitted to make any amendment which requires the approval of Unit Owners under Section 718.110(4) or (8) of the Act without first obtaining such approval.

By the Developer. The foregoing restrictions of this Section 8 shall not apply to Developer-owned Units. The Developer shall have the additional right, without the consent or approval of the Board of Directors or the ACB or other Unit Owners, (1) to make alterations, additions or improvements, structural and non-structural, interior and exterior, ordinary and extraordinary, in, to and upon any Unit owned by it and Limited Common Elements appurtenant thereto (including, without limitation, the removal of walls, floors, ceilings and other structural portions of the Improvements); (ii) expand, alter or add to all or any part of the recreational facilities; (iii) change the layout or number of rooms in any Developer-owned Units; (iv) add to or modify recreational facilities; and (v) change the size and/or number of Developer-owned Units by combining separate Developer- owned Units into one (1) or more Units, or otherwise (the foregoing combining may be either horizontal or vertical combining of units); provided, however, there shall be no change to the configuration or size of any Unit in any material fashion, material alteration or modification of the appurtenances to any Unit or change to the percentage interest in the Common Elements and share of BOC1IREALEST1200788.2 29466/0032 D15 Common Surplus and Common Expenses of any Unit unless the record owner of the affected Unit(s) and all record owners of mortgages or other liens on the affected Unit(s) shall join in the execution of the amendment and unless a majority of the record owners of all other Units approve the amendment. If the Developer shall make any changes in Units, as provided in this subsection, such changes shall be reflected by an amendment to this Declaration with a survey attached reflecting such authorized alteration of Units, and said amendment need only be executed and acknowledged by the Developer and any holders of institutional mortgages encumbering the said altered Units unless otherwise required by the preceding sentence or by 718.110(4), Florida Statutes. The survey shall be certified in the manner required by the Act.

By the Developer. The Developer shall not do any act or thing 666 that will create any Encumbrance except for any Permitted Developer Encumbrances against the 667 Parking System and shall promptly remove any Encumbrance against the Parking System, except 668 for any Permitted Developer Encumbrances unless the Encumbrance came into existence as a 669 result of an act of or omission by the City or a Person claiming through it which in turn was not 670 caused by an act or omission of the Developer. The Developer shall not be deemed to be in 671 default hereunder if the Developer continuously, diligently and in good faith contests any such 672 Encumbrance, or the validity thereof (or causes such contest), by appropriate legal proceedings 673 that shall operate to prevent the foreclosure of any such Encumbrance.

By the Developer. Whenever any Event of Default by the Authority occurs, the Developer may immediately suspend its performance under this Agreement and may take any one or more of the following actions after providing thirty (30) days prior written notice to the Authority of the Event of Default, but only if either the Event of Default has not been cured within thirty (30) days after the receipt of such written notice or, if the Event of Default reasonably cannot be cured within such thirty (30) day period, the Developer either has not commenced to cure such Event of Default during such thirty (30) day period or commenced to cure during such thirty (30) day period but is not continuing to pursue such cure in a reasonable manner or has not completed such cure within a reasonable time period: (i) To terminate this Agreement. (ii) To remedy or cure the default and to deduct the full cost thereof, including administration and overhead expenses, from the cash portion of the Purchase Price of the Property until fully reimbursed. (iii) Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant under this Agreement, including specific performance.

By the Developer. The Developer may terminate this Agreement at any time during the Option Period upon giving thirty (30) days’ prior written notice to the Owner.