Failure to Construct MDA Improvements Sample Clauses

Failure to Construct MDA Improvements. Lessee shall obtain the entitlements for and undertake construction of the MDA Improvements so that the MDA Improvements are completed prior to the expiration of the Xxxxxxxx Development Agreement, or within five (5) years after the MDA Assignment Date if the MDA Assignment Date is less than five (5) years prior to the end of such term, and continued construction is permitted by the City. Lessee shall bear all costs of such entitlement and construction, and shall be solely responsible for compliance with the Xxxxxxxx Development Agreement with respect to the MDA Rights and MDA Improvements. Lessor shall have no right to terminate this Lease in the event Lessee fails to construct the MDA Improvements. However, if Lessee fails to complete such construction during the term of the Xxxxxxxx Development Agreement, or within five (5) years after the MDA Assignment Date if the MDA Assignment Date is less than five (5) years prior to the end of such term, and continued construction is permitted by the City, Lessee shall pay to Lessor the liquidated damages described in Section 5.7 below; provided that if Lessor has initiated or failed to use best efforts to prevent an amendment of the Xxxxxxxx Development Agreement that reduces the term of the Xxxxxxxx Development Agreement, Lessor shall be deemed to have waived its rights to such liquidated damages. Additionally, if Lessee does not commence construction of the MDA Improvements by the fifth (5th) anniversary of the MDA Assignment Date, subject to Force Majeure, Lessor may elect, by delivery of written notice to Lessee (the “Termination Notice”), to require that Lessee reassign the MDA Rights to Lessor (or a portion thereof, if Lessor cannot require that all of the MDA Rights be reassigned pursuant to the Xxxxxxxx Development Agreement), which Lessee shall do within ten (10) business days after receipt of the Termination Notice, and only to the extent such assignment does not cause a default under the Xxxxxxxx Development Agreement or cause Lessee to be in violation of City zoning ordinances. From and after the date of such reassignment of the MDA Rights to Lessor, Lessee shall no longer be obligated to pay the MDA Rent or the liquidated damages provided in Section 5.7, and Lessee shall have no right to build the MDA Improvements. Lessee acknowledges that Lessor has no obligation to require reassignment of the MDA Rights, and that unless and until Lessor does so, Lessee shall remain obligated to pay the MDA Rent and...
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Related to Failure to Construct MDA Improvements

  • Law; Construction This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York.

  • Legal Construction In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein.

  • Laws Applicable to Construction The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware as applied to contracts executed in and performed wholly within the State of Delaware, without reference to principles of conflict of laws.

  • Initial Construction Landlord shall fully construct the base Building in accordance with the preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) (collectively, the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all of such work being collectively referred to as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Plans (as hereinafter defined) and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans (as hereinafter defined) are prepared. A complete set of final base Building plans and construction drawings and specifications, such drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "Landlord's Plans") shall be prepared by Landlord, at its sole cost and expense. Landlord and Tenant agree to work together with Landlord's architect, Symmes Maini and McKex Xxxociates, Inc. in order to achieve a design that meets the standard set forth below. Furthermore, Landlord agrees to use good faith and diligent efforts to deliver the Landlord's Plans to Tenant on or before May 1, 2000. Upon receipt, Tenant shall have seven (7) business days to comment upon the Landlord's Plans. Landlord and Tenant shall use reasonable efforts to reach agreement on the Landlord's Plans as soon thereafter as possible. In reaching agreement, Landlord and Tenant shall each approve portions of the Landlord's Plans that are in acceptable form and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In the event that Landlord's Plans conform with the PBBP, but Tenant does not approve the Landlord's Plans within seven (7) business days of receipt thereof from Landlord, then the Outside Delivery Date (as hereinafter defined) shall be extended for a number of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days as certified by Landlord and its architect that the Term Commencement Date was delayed by such Tenant's failure to approve the Landlord's Plans within the required seven (7) business days. Landlord agrees to provide Tenant with written notice of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Delay Days as certified by Landlord and its architect. If Tenant and Tenant's Architect (as hereinafter defined)

  • No Construction Against Drafting Party The rule of construction that ambiguities are resolved against the drafting party shall not apply to this Lease.

  • No Construction Against Drafter The Parties acknowledge that this Agreement and all the terms and conditions contained herein have been fully reviewed and negotiated by the Parties. Having acknowledged the foregoing, the Parties agree that any principle of construction or rule of law that provides that, in the event of any inconsistency or ambiguity, an agreement shall be construed against the drafter of the agreement shall have no application to the terms and conditions of this Agreement.

  • Governing Law; Construction This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.

  • Strict Construction The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

  • Governing Law; No Construction Against Drafter This Agreement shall be deemed to be made in the State of Delaware, and the validity, interpretation, construction, and performance of this Agreement in all respects shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.

  • Completion of Construction (a) For the purposes of this Agreement, the terms "

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