Common use of Default by City Clause in Contracts

Default by City. If the City defaults in its obligations under the Existing Tower Contract to acquire the Existing Frost Facilities from Frost on the Existing Tower Closing Date (as may be extended) for any reason whatsoever other than a default by Xxxxx or Weston Urban under the Agreement or an Ancillary Agreement (including (x) the City’s obligations being held unenforceable or void, or (y) the City failing to provide the funds necessary to consummate the transaction contemplated by the Existing Tower Contract), then either Weston Urban or Frost shall each have as its sole remedy for such default the option of terminating this Agreement by delivering written notice thereof to the other Parties, whereupon (i) this Agreement and all Ancillary Agreements other than the City Lease Amendment shall terminate, (ii) the City Real Estate Xxxxxxx Money shall be refunded to Weston Urban in accordance with the Deed Escrow Agreement, (iii) Five Hundred Ten Thousand and No/100 Dollars ($510,000.00) of the Prepaid Purchase Price Portion shall be disbursed to Frost pursuant to the Existing Tower Contract, (iv) a sum out of the balance of the Prepaid Purchase Price Portion equal to the New Tower Recoverable Costs incurred prior to the date this Agreement was terminated pursuant to this Section 6.06A shall be disbursed to Weston Urban (up to a maximum of Five Million and No/100 Dollars ($5,000,000.00)) in accordance with the Escrow Agreement, and (v) the remainder of the Prepaid Purchase Price Portion (if any) shall be refunded to the City in accordance with the Escrow Agreement, and (vi) none of the Parties hereto shall have any continuing rights or obligations under this Agreement or under any of the terminated Ancillary Agreements (except as expressly set forth in any Ancillary Agreements) thereafter. To the extent any portion of the Prepaid Purchase Price Portion disbursed to Weston Urban is attributable to New Tower Recoverable Costs relating to public infrastructure improvements, then the work product related to such public infrastructure improvements (including without limitation any and all designs, plans, permits, renderings, reports, studies) shall be delivered to the City following payment of such Prepaid Purchase Price Portion subject to any and all disclaimers, reservations and other conditions that may apply to such work product.

Default by City. If City shall materially default in the City defaults in performance of any of its obligations under to be performed on or before the Existing Tower Contract to acquire the Existing Frost Facilities from Frost on the Existing Tower Closing Date and such default shall continue for thirty (as may 30) days after written notice to City, LPC West shall be extended) for any reason whatsoever other than a default by Xxxxx or Weston Urban under the Agreement or an Ancillary Agreement (including (x) the City’s obligations being held unenforceable or voidentitled, or (y) the City failing to provide the funds necessary to consummate the transaction contemplated by the Existing Tower Contract), then either Weston Urban or Frost shall each have as its sole remedy for and exclusive to: (a) terminate this Agreement, in which event (I) the Deposit (to the extent not applied to rent due under the Ground Leases) shall be promptly returned to LPC West and (II) all other rights and obligations of City and LPC West hereunder (except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately; or (b) to waive such default matter or condition and proceed to Closing with no change to the agreed upon Ground Lease terms. Notwithstanding the preceding sentence, if, at any Closing, City fails to comply in any material respect with any of its obligations contained in Section 3.4 (the “Closing Obligations”), and if all Conditions Precedent to City’ obligations hereunder have been waived or satisfied, LPC West shall have, in lieu of LPC West’s remedies contained in the preceding sentence, the option to waive all other actions, rights, or claims for damages for the failure to perform such Closing Obligations (other than costs and expenses incurred in enforcing this Agreement and its right to enforce the indemnities and other provisions of terminating this Agreement which expressly survive a termination of this Agreement or Closing), and to bring an equitable action to specifically enforce the Closing Obligations; provided, LPC West’s suit for specific performance shall be filed against City in a court having jurisdiction in the county and state in which the Property is located, on or before the date that is sixty (60) days following the date the Closing should have occurred, failing which, LPC West shall be barred from enforcing this Agreement by delivering written notice thereof specific performance and shall be deemed to have elected to terminate this Agreement as provided herein. If LPC West files a suit to enforce the Closing Obligations by specific performance, LPC West shall accept the Property from City subject only to the other PartiesPermitted Exceptions, whereupon (i) and City shall convey the Property to LPC West in compliance with all terms of this Agreement and all Ancillary Agreements (other than the City Lease Amendment shall terminate, (ii) Closing Date). Notwithstanding anything to the City Real Estate Xxxxxxx Money shall be refunded to Weston Urban contrary set forth in accordance with the Deed Escrow this Agreement, (iii) Five Hundred Ten Thousand and No/100 Dollars ($510,000.00) of the Prepaid Purchase Price Portion shall be disbursed if all Conditions Precedent to Frost pursuant to the Existing Tower Contract, (iv) a sum out of the balance of the Prepaid Purchase Price Portion equal to the New Tower Recoverable Costs incurred prior to the date this Agreement was terminated pursuant to this Section 6.06A shall be disbursed to Weston Urban (up to a maximum of Five Million and No/100 Dollars ($5,000,000.00)) in accordance with the Escrow Agreement, and (v) the remainder of the Prepaid Purchase Price Portion (if any) shall be refunded to the City in accordance with the Escrow Agreement, and (vi) none of the Parties hereto shall have any continuing rights or City’s obligations under this Agreement have been waived or under satisfied, if City intentionally fails to Close, and if the remedy of specific performance is not available to LPC West as a practical matter (e.g., City has conveyed one or more Parcels to a third party), then LPC West may pursue any and remedies available to it in law and equity, including an award of the terminated Ancillary Agreements (except money damages. Other than as expressly set forth in provided herein, LPC West hereby waives any Ancillary Agreements) thereafter. To the extent any portion of the Prepaid Purchase Price Portion disbursed to Weston Urban is attributable to New Tower Recoverable Costs relating to public infrastructure improvements, then the work product related to such public infrastructure improvements (including without limitation any and all designs, plans, permits, renderings, reports, studies) shall be delivered to the City following payment of such Prepaid Purchase Price Portion subject right to any damages resulting from City’s failure to perform its Closing Obligations or in the event of City’s default hereunder. The foregoing waiver is a material inducement to City in entering into this Agreement and all disclaimers, reservations and other conditions that may apply to such work productshall survive the termination or expiration of this Agreement.

Default by City. If City shall materially default in the City defaults in performance of any of its obligations under to be performed on or before the Existing Tower Contract to acquire the Existing Frost Facilities from Frost on the Existing Tower Closing Date and such default shall continue for thirty (as may 30) days after written notice to City, LPC West shall be extended) for any reason whatsoever other than a default by Xxxxx or Weston Urban under the Agreement or an Ancillary Agreement (including (x) the City’s obligations being held unenforceable or voidentitled, or (y) the City failing to provide the funds necessary to consummate the transaction contemplated by the Existing Tower Contract), then either Weston Urban or Frost shall each have as its sole remedy for and exclusive to: (a) terminate this Agreement, in which event (I) the Deposit (to the extent not applied to rent due under the Ground Leases) shall be promptly returned to LPC West and (II) all other rights and obligations of City and LPC West hereunder (except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately; or (b) to waive such default matter or condition and proceed to Closing with no change to the agreed upon ground lease terms. Notwithstanding the preceding sentence, if, at any Closing, City fails to comply in any material respect with any of its obligations contained in Section 3.4 (the “Closing Obligations”), and if all Conditions Precedent to City’ obligations hereunder have been waived or satisfied, LPC West shall have, in lieu of LPC West’s remedies contained in the preceding sentence, the option to waive all other actions, rights, or claims for damages for the failure to perform such Closing Obligations (other than costs and expenses incurred in enforcing this Agreement and its right to enforce the indemnities and other provisions of terminating this Agreement which expressly survive a termination of this Agreement or Closing), and to bring an equitable action to specifically enforce the Closing Obligations; provided, LPC West’s suit for specific performance shall be filed against City in a court having jurisdiction in the county and state in which the Property is located, on or before the date that is sixty (60) days following the date the Closing should have occurred, failing which, LPC West shall be barred from enforcing this Agreement by delivering written notice thereof specific performance and shall be deemed to have elected to terminate this Agreement as provided herein. If LPC West files a suit to enforce the Closing Obligations by specific performance, LPC West shall accept the Property from City subject only to the other PartiesPermitted Exceptions, whereupon (i) and the City shall convey the Property to LPC West in compliance with all terms of this Agreement and all Ancillary Agreements (other than the City Lease Amendment shall terminate, (ii) Closing Date). Notwithstanding anything to the City Real Estate Xxxxxxx Money shall be refunded to Weston Urban contrary set forth in accordance with the Deed Escrow this Agreement, (iii) Five Hundred Ten Thousand and No/100 Dollars ($510,000.00) of the Prepaid Purchase Price Portion shall be disbursed if all Conditions Precedent to Frost pursuant to the Existing Tower Contract, (iv) a sum out of the balance of the Prepaid Purchase Price Portion equal to the New Tower Recoverable Costs incurred prior to the date this Agreement was terminated pursuant to this Section 6.06A shall be disbursed to Weston Urban (up to a maximum of Five Million and No/100 Dollars ($5,000,000.00)) in accordance with the Escrow Agreement, and (v) the remainder of the Prepaid Purchase Price Portion (if any) shall be refunded to the City in accordance with the Escrow Agreement, and (vi) none of the Parties hereto shall have any continuing rights or City’s obligations under this Agreement have been waived or under satisfied, if City intentionally fails to Close, and if the remedy of specific performance is not available to LPC West as a practical matter (e.g., City has conveyed one or more Parcels to a third party), then LPC West may pursue any and remedies available to it in law and equity, including an award of the terminated Ancillary Agreements (except money damages. Other than as expressly set forth in provided herein, LPC West hereby waives any Ancillary Agreements) thereafter. To the extent any portion of the Prepaid Purchase Price Portion disbursed to Weston Urban is attributable to New Tower Recoverable Costs relating to public infrastructure improvements, then the work product related to such public infrastructure improvements (including without limitation any and all designs, plans, permits, renderings, reports, studies) shall be delivered to the City following payment of such Prepaid Purchase Price Portion subject right to any damages resulting from City’s failure to perform its Closing Obligations or in the event of City’s default hereunder. The foregoing waiver is a material inducement to City in entering into this Agreement and all disclaimers, reservations and other conditions that may apply to such work productshall survive the termination or expiration of this Agreement.

Default by City. If the City defaults in its obligations under the Existing Tower Contract to acquire the Existing Frost Facilities from Frost on the Existing Tower Closing Date (as may be extended) for any reason whatsoever other than a default by Xxxxx Frost or Weston Urban under the Agreement or an Ancillary Agreement (including (x) the City’s obligations being held unenforceable or void, or (y) the City failing to provide the funds necessary to consummate the transaction contemplated by the Existing Tower Contract), then either Weston Urban or Frost shall each have as its sole remedy for such default the option of terminating this Agreement by delivering written notice thereof to the other Parties, whereupon (i) this Agreement and all Ancillary Agreements other than the City Lease Amendment shall terminate, (ii) the City Real Estate Xxxxxxx Money shall be refunded to Weston Urban in accordance with the Deed Escrow Agreement, (iii) Five Hundred Ten Thousand and No/100 Dollars ($510,000.00) of the Prepaid Purchase Price Portion shall be disbursed to Frost pursuant to the Existing Tower Contract, (iv) a sum out of the balance of the Prepaid Purchase Price Portion equal to the New Tower Recoverable Costs incurred prior to the date this Agreement was terminated pursuant to this Section 6.06A shall be disbursed to Weston Urban (up to a maximum of Five Million and No/100 Dollars ($5,000,000.00)) in accordance with the Escrow Agreement, and (v) the remainder of the Prepaid Purchase Price Portion (if any) shall be refunded to the City in accordance with the Escrow Agreement, and (vi) none of the Parties hereto shall have any continuing rights or obligations under this Agreement or under any of the terminated Ancillary Agreements (except as expressly set forth in any Ancillary Agreements) thereafter. To the extent any portion of the Prepaid Purchase Price Portion disbursed to Weston Urban is attributable to New Tower Recoverable Costs relating to public infrastructure improvements, then the work product related to such public infrastructure improvements (including without limitation any and all designs, plans, permits, renderings, reports, studies) shall be delivered to the City following payment of such Prepaid Purchase Price Portion subject to any and all disclaimers, reservations and other conditions that may apply to such work product.