Common use of Defaults - General Clause in Contracts

Defaults - General. 7.1.1 Subject to any extensions of time provided for in this Agreement, failure or delay by any Party to perform any term or provision of this Agreement shall constitute an “Event of Default” under this Agreement; provided, however, that if a Party otherwise in default commences to cure, correct or remedy such default, within thirty (30) calendar days after receipt of written notice from the injured Party specifying such default, and shall diligently and continuously prosecute such cure, correction or remedy to completion (and where any time limits for the completion of such cure, correction or remedy are specifically set forth in this Agreement, then within said time limits), such Party shall not be deemed to be in default under this Agreement and no Event of Default shall be deemed to have occurred. 7.1.2 The injured Party shall give written notice of default to the Party in default, specifying the default complained of by the non-defaulting Party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. 7.1.3 Any failure or delays by any Party in asserting any of their rights and/or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by any Party in asserting any of its rights and/or remedies shall not deprive that Party of its right to institute and maintain any actions or proceedings that it may deem necessary to protect, assert or enforce any such rights or remedies. 7.1.4 In addition to other acts or omissions of the Developer that may legally or equitably constitute a default or breach of this Agreement, the occurrence of any of the following specific events, prior to the issuance of a Certificate of Completion for the Project, shall constitute an “Event of Default” under this Agreement and shall not be subject to the notice and cure provisions of Section 7.1.1: 7.1.4.1 Any material default by the Developer under any Security Financing Instrument for any purpose or reason that remains uncured following any applicable notice and expiration of any applicable cure period under such Security Financing Instrument. 7.1.4.2 Any representation, warranty or disclosure made to the City by the Developer regarding this Agreement or the Project is materially false or misleading, whether or not such representation or disclosure appears in this Agreement. 7.1.4.3 The construction of the Project is delayed or suspended for a period in excess of that permitted under Section 4.3 or the Developer has not been issued, or entitled to be issued, a Certificate of Completion by the Project Completion Date. 7.1.4.4 There occurs any event of dissolution, reorganization or termination of the Developer that adversely and materially affects the operation or value of the Property or the Project, and such event is not corrected within five (5) days following written notice of such event from the City to the Developer. 7.1.4.5 The Developer Transfers its interest in this Agreement, the Property, or the Project, or any portion thereof, whether voluntarily or involuntarily or by operation of law, in violation of the terms and conditions of this Agreement and such action is not cured within the period prescribed in Section 8.2.2. 7.1.4.6 The Developer becomes insolvent or a receiver is appointed to conduct the affairs of the Developer under state or federal law. 7.1.4.7 The Developer’s legal entity status authorized by the Secretary of State of the State of California to transact business in California is suspended or terminated.

Defaults - General. 7.1.1 5.1.1 Subject to any the extensions of time provided for set forth in this AgreementSection 6.4, failure or delay by any Party either party to perform any term or provision of this Agreement shall constitute an “Event of Default” constitutes a default under this Agreement; provided, however, that if a Party otherwise in default commences . The party who fails or delays must immediately commence to cure, correct or remedy such default, within thirty (30) calendar days after receipt of written notice from the injured Party specifying such default, failure or delay and shall diligently and continuously prosecute complete such cure, correction or remedy to completion (and where any time limits for the completion of such cure, correction or remedy are specifically set forth in this Agreement, then within said time limits), such Party shall not be deemed to be in default under this Agreement and no Event of Default shall be deemed to have occurredwith reasonable diligence. 7.1.2 5.1.2 The injured Party party shall give written notice of default to the Party party in default, specifying the default complained of by the non-defaulting Partyinjured party. Delay Failure or delay in giving such notice shall not constitute a waiver of any default default, nor shall it change the time of default. 7.1.3 Any failure . Except as otherwise expressly provided in this Agreement, any failures or delays by any Party either party in asserting any of their its rights and/or and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by any Party either party in asserting any of its rights and/or and remedies shall not deprive that Party either party of its right to institute and maintain any actions or proceedings that which it may deem necessary to protect, assert or enforce any such rights or remedies. 7.1.4 In addition to other acts or omissions 5.1.3 If a monetary event of the Developer that may legally or equitably constitute a default or breach of this Agreement, the occurrence of any of the following specific eventsoccurs, prior to exercising any remedies hereunder, the issuance of a Certificate of Completion for injured party shall give the Project, shall constitute an “Event of Default” under this Agreement and shall not be subject to the notice and cure provisions of Section 7.1.1: 7.1.4.1 Any material party in default by the Developer under any Security Financing Instrument for any purpose or reason that remains uncured following any applicable notice and expiration of any applicable cure period under such Security Financing Instrument. 7.1.4.2 Any representation, warranty or disclosure made to the City by the Developer regarding this Agreement or the Project is materially false or misleading, whether or not such representation or disclosure appears in this Agreement. 7.1.4.3 The construction of the Project is delayed or suspended for a period in excess of that permitted under Section 4.3 or the Developer has not been issued, or entitled to be issued, a Certificate of Completion by the Project Completion Date. 7.1.4.4 There occurs any event of dissolution, reorganization or termination of the Developer that adversely and materially affects the operation or value of the Property or the Project, and such event is not corrected within five (5) days following written notice of such event from default. The party in default shall have a period of seven (7) days after such notice is given within which to cure the City default prior to exercise of remedies by the Developerinjured party. 7.1.4.5 The Developer Transfers its interest in this Agreement5.1.4 If a non-monetary event of default occurs, prior to exercising any remedies hereunder, the Propertyinjured party shall give the party in default notice of such default. If the default is reasonably capable of being cured within thirty (30) days, the party in default shall have such period to effect a cure prior to exercise of remedies by the injured party. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and the party in default (i) initiates corrective action within said period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then the party in default shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by the injured party. In no event shall the injured party be precluded from exercising remedies if its rights become or are about to become materially jeopardized by any failure to cure a default or the Project, or any portion thereof, whether voluntarily or involuntarily or by operation of law, in violation of the terms and conditions of this Agreement and such action default is not cured within one hundred eighty (180) days after the period prescribed in Section 8.2.2first notice of default is given. 7.1.4.6 The Developer becomes insolvent or a receiver is appointed to conduct the affairs of the Developer under state or federal law. 7.1.4.7 The Developer’s legal entity status authorized by the Secretary of State of the State of California to transact business in California is suspended or terminated.

Defaults - General. 7.1.1 Subject to any extensions of time a. Except as otherwise provided for in this Agreement, failure or delay by any either Party to perform any term or provision of this Agreement shall constitute an “Event of Default” a default under this Agreement; provided, however, that if a Party otherwise in default shall not be deemed to be in default under this Agreement, if such Party: (1) in the case of a non-monetary default, commences to cure, correct or remedy such the default, within thirty (30) calendar days after receipt of written notice from the injured Party specifying such default, and shall diligently and continuously prosecute such cure, correction or remedy to completion (and where any time limits for the completion of such cure, correction or remedy are specifically set forth in this Agreement, then within said time limits); or (2) in the case of a monetary default, cures the default within five (5) calendar days after receipt of written notice the injured Party specifying such Party shall not be deemed to be in default under this Agreement and no Event of Default shall be deemed to have occurreddefault. 7.1.2 b. The injured Party shall give written notice of default to the Party in default, specifying the default complained of by the non-defaulting Party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. 7.1.3 c. Any failure or delays by any either Party in asserting any of their rights and/or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by any either Party in asserting any of its their rights and/or remedies shall not deprive that either Party of its right to institute and maintain any actions or proceedings that which it may deem necessary to protect, assert or enforce any such rights or remedies. 7.1.4 In addition to other acts or omissions of the Developer that may legally or equitably constitute a default or breach of this Agreement, the occurrence of any of the following specific events, prior to the issuance of a Certificate of Completion for the Project, shall constitute an “Event of Default” under this Agreement and shall not be subject to the notice and cure provisions of Section 7.1.1: 7.1.4.1 Any material default by the Developer under any Security Financing Instrument for any purpose or reason that remains uncured following any applicable notice and expiration of any applicable cure period under such Security Financing Instrument. 7.1.4.2 Any representation, warranty or disclosure made to the City by the Developer regarding this Agreement or the Project is materially false or misleading, whether or not such representation or disclosure appears in this Agreement. 7.1.4.3 The construction of the Project is delayed or suspended for a period in excess of that permitted under Section 4.3 or the Developer has not been issued, or entitled to be issued, a Certificate of Completion by the Project Completion Date. 7.1.4.4 There occurs any event of dissolution, reorganization or termination of the Developer that adversely and materially affects the operation or value of the Property or the Project, and such event is not corrected within five (5) days following written notice of such event from the City to the Developer. 7.1.4.5 The Developer Transfers its interest . Except as otherwise expressly stated in this Agreement, the Propertyrights and remedies of the Parties under this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the Project, same default or any portion thereof, whether voluntarily or involuntarily or by operation of law, in violation of the terms and conditions of this Agreement and such action is not cured within the period prescribed in Section 8.2.2. 7.1.4.6 The Developer becomes insolvent or a receiver is appointed to conduct the affairs of the Developer under state or federal law. 7.1.4.7 The Developer’s legal entity status authorized other default by the Secretary of State of the State of California to transact business in California is suspended or terminatedother Party.