Common use of No Commencement Clause in Contracts

No Commencement. The parties acknowledge that (i) Developer will use commercially reasonable efforts to pre-lease the Project to a level and on terms that Developer, in its sole discretion, deems acceptable, and (ii) if such pre-leasing does not occur, Developer may, in its sole discretion, elect not to proceed with the Project. If Developer fails to Commence Construction of the Project within thirty (30) months of the Execution Date, City and RDC may elect, as their sole remedy hereunder, to (i) unilaterally terminate this Agreement and all Ancillary Agreements; (ii) re-enter the Office Site and exercise its Power of Termination and cause title to the City Land to vest in RDC; and (iii) unilaterally terminate the Ancillary Agreements; in each case, without any liability or obligation to Developer or Project Lender. Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Developer of written notice delivered at any time after such thirty (30) month period but prior to the time that Developer Commences Construction. Such notice may be recorded by RDC contemporaneously with, or at any time after, its delivery to Developer. Upon delivery of such notice to Developer and Lender, if applicable, Developer shall surrender possession of the City Land to RDC, and the City Land shall automatically, and without further action, re-vest in RDC. Any such re-vesting shall be free and clear of the Project Loan (subject to the terms of the Multi-Party Agreement) and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than (i) those to which title was subject upon RDC's delivery of the City Land Deed to Developer, including Permitted Exceptions, and (ii) those easements and agreements for utilities, drainage, sewer and other development related matters obtained after Closing for the benefit of the Office Site in order to facilitate the Project, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the City Land whether or not such instruments are deemed released and/or extinguished by operation of law, subject to the terms of the Multi-Party Agreement. No delay or failure by City or RDC to enforce any of the covenants, conditions, reservations and rights contained in this Section 17.01, or to invoke any available remedy with respect to an Event of Default by Developer shall under any circumstances be deemed or held to be a waiver by City or RDC of the right to do so thereafter, or an estoppel of City or RDC to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. For purposes of this Section 17.01. The foregoing terms shall be incorporated into the City Land Deed.

No Commencement. The parties acknowledge that (i) Subject to the terms and conditions of Section 19, if Developer will use commercially reasonable efforts to pre-lease the Project to a level and on terms that Developer, in its sole discretion, deems acceptable, and (ii) if such pre-leasing does has not occur, Developer may, in its sole discretion, elect not to proceed with the Project. If Developer fails to Commence Construction commenced construction of the Project within thirty ninety (3090) months days after the Closing Date, then, at any time until Developer commences construction of the Execution DateProject, City and RDC Town may elect, as their sole remedy hereunderin addition to any other legal and equitable remedies available to Town, to (i) unilaterally terminate this Agreement and all Ancillary Agreements; (ii) re-enter the Office Project Site and exercise its Power of Termination and cause title to the City Land Office Building Parcel and Multi-Family Parcel to re-vest in RDCBuilding Corp.; and (iii) unilaterally terminate the Ancillary AgreementsDeclaration and the Garage Lease; in each case, without any liability or obligation to Developer or Project Lender. Subject to the foregoing, the The Power of Termination and foregoing rights shall be deemed exercised upon delivery to Developer of written notice delivered at any time after such thirty ninety (3090) month day period but prior to the time that Developer Commences Constructioncommencement of construction. Such notice shall be accompanied by the Divestiture Payment and such notice may be recorded by RDC Town contemporaneously with, or at any time after, its delivery to Developer. Upon delivery of such notice and payment of the applicable Divestiture Payment [$1.00] to Developer and Lender, if applicableDeveloper, Developer shall surrender possession of the City Land Project Site to RDCBuilding Corp and title to, and all estates in, the City Land Garage Parcel, Office Building Parcel and Multi-Family Parcel shall terminate and the Office Building Parcel and Multi-Family Parcel shall automatically, and without further action, re-vest in RDC. Building Corp. Any such re-vesting shall be free and clear of the Project Loan (subject to the terms of the Multi-Party Agreement) and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than (i) those to which title was subject then existing upon RDCBuilding Corp.'s delivery of the City Land Office Building Parcel Deed to Developer, including Permitted Exceptions, and (ii) those easements and agreements for utilities, drainage, sewer and other development related matters obtained after Closing for the benefit of the Office Site in order to facilitate the ProjectMulti-Family Parcel Deed, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the City Land Office Building Parcel or Multi-Family Parcel whether or not such instruments are deemed released and/or and extinguished by operation of law, subject to the terms of the Multi-Party Agreement. No delay or failure by City or RDC Town to enforce any of the covenants, conditions, reservations and rights contained in this Section 17.01Agreement, or to invoke any available remedy with respect to an Event of Default by Developer shall under any circumstances be deemed or held to be a waiver by City or RDC Town of the right to do so thereafter, or an estoppel of City or RDC Town to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. For purposes of this Section 17.0114(a), commencement of construction shall mean material and substantial work on the Project related to the construction of the Project such as demolition of existing structures, earthwork, installation of footings, foundations, and infrastructure. The foregoing terms shall be incorporated into the City Land Multi-Party Agreement, the Declaration, the Multi-Family Parcel Deed and the Office Building Parcel Deed.

No Commencement. The parties acknowledge that (i) Subject to the terms and conditions of Section 22, if Developer will use commercially reasonable efforts to pre-lease the Project to a level and on terms that Developer, in its sole discretion, deems acceptable, and (ii) if such pre-leasing does has not occur, Developer may, in its sole discretion, elect not to proceed with the Project. If Developer fails to Commence Construction commenced construction of the Project within thirty ninety (3090) months days after the Closing Date, then, at any time until Developer commences construction of the Execution DateProject, City and RDC may elect, as their sole remedy hereunderin addition to any other legal and equitable remedies available to City, to (i) unilaterally terminate this Agreement and all Ancillary Agreements; and (ii) re-enter the Office Project Site and exercise its Power of Termination and cause title to the City Land Mixed-Use Condominium Units to vest in RDCCDC; and (iii) unilaterally terminate the Ancillary AgreementsDocuments, including, without limitation, Developer’s interest in and under the Garage Lease and Developer’s leasehold estate in the Garage and Garage Condominium Unit pursuant to the Garage Lease; in each case, without any liability or obligation to Developer or Project Lender. Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Developer of written notice delivered at any time after such thirty ninety (3090) month day period but prior to the time that Developer Commences Constructioncommencement of construction. Such notice shall be accompanied by the Divestiture Payment and such notice may be recorded by RDC CDC contemporaneously with, or at any time after, its delivery to Developer. Upon delivery of such notice and payment to Developer and Lender, if applicableProject Lender of the Divestiture Payment, Developer shall surrender possession of the City Land Mixed-Use Condominium Units to RDCCDC and title to, and all estates of Developer in, the Garage Lease shall terminate, and the City Land Mixed-Use Condominium Units and Developer’s leasehold estate in the Garage Condominium Unit shall automatically, and without further action, re-vest in RDC. CDC Any such re-vesting shall be free and clear of the Project Loan (subject to the terms of the Multi-Party Agreement) and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than (i) those existing immediately prior to which title was subject upon CDC’s or RDC's ’s delivery of the City Public Land Deed to Developer, including Permitted Exceptions, and (ii) those easements and agreements for utilities, drainage, sewer and other development related matters obtained after Closing for the benefit of the Office Site in order to facilitate the Project, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the City Land Mixed-Use Condominium Units whether or not such instruments are deemed released and/or extinguished by operation of law, subject to the terms of the Multi-Party Agreement. No delay or failure by City or RDC Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 17.0117(a), or to invoke any available remedy with respect to an Event of Default by Developer shall under any circumstances be deemed or held to be a waiver by City or RDC Bodies of the right to do so thereafter, or an estoppel of City or RDC Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. For purposes of this Section 17.0117(a), “commencement of construction” shall mean material and substantial work on the Project Site related to the construction of the Project pursuant to Required Permits such as demolition of the existing buildings together with, installation of footings, foundations, and infrastructure and shall not be deemed to occur as a result of mere excavation work. The foregoing terms shall be incorporated into the City Garage Lease, the Multi-Party Agreement and the Public Land Deed. Further, such terms shall encumber the entire Mixed-Use Condominium Units notwithstanding whether such language has been incorporated into each individual deed for parcels comprising the Mixed-Use Condominium Units prior to the Plat’s recordation.

No Commencement. The parties acknowledge that (i) Subject to the terms and conditions of Section 22, if Developer will use commercially reasonable efforts to pre-lease the Project to a level and on terms that Developer, in its sole discretion, deems acceptable, and (ii) if such pre-leasing does has not occur, Developer may, in its sole discretion, elect not to proceed with the Project. If Developer fails to Commence Construction commenced construction of the Project within thirty sixty (3060) months days after the Closing Date, then, at any time until Developer commences construction of the Execution DateProject, City and RDC Town may elect, as their sole remedy hereunderin addition to any other legal and equitable remedies available to Town, to (i) unilaterally terminate this Agreement and all Ancillary Agreements; and (ii) re-enter the Office Project Site and exercise its Power of Termination and cause title to the City Land MOB Parcel to re-vest in RDCBuilding Corp.; and (iii) unilaterally terminate the Ancillary AgreementsGarage Lease and Developer’s leasehold estate in the Garage and Garage Parcel pursuant to the Garage Lease; in each case, without any liability or obligation to Developer or Project Lender. Prior to making the above election, Town first must enter an agreement with, and reasonably acceptable to, the owner of the Xxxxxx Building in which the Town agrees: (i) to construct the Garage or restore the surface parking lot; (ii) to provide temporary parking for the Xxxxxx Building consistent with this Agreement if not available in the surface parking lot; and (iii) if the Garage is constructed, to provide permanent parking for the Xxxxxx Building within the Garage at no cost to the owner , of the Xxxxxx Building and its employees, tenants and invitees (the "Termination Agreement"). Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Developer of written notice delivered at any time after such thirty sixty (3060) month day period but prior to the time that Developer Commences Constructioncommencement of construction. Such notice shall be accompanied by the Divestiture Payment and such notice may be recorded by RDC Building Corp. contemporaneously with, or at any time after, its delivery to Developer. Upon delivery of such notice and payment of the applicable Divestiture Payment [$1.00] to Developer and Lender, if applicableDeveloper, Developer shall surrender possession of the City Land MOB Parcel and the Garage Parcel to RDCBuilding Corp. and title to, and all estates in, the City Land Garage Lease shall terminate and the MOB Parcel shall automatically, and without further action, re-vest in RDC. Building Corp. Any such re-vesting shall be free and clear of the Project Loan (subject to the terms of the Multi-Party Agreement) and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than (i) those existing immediately prior to which title was subject upon RDC's Building Corp.’s delivery of the City Land MOB Parcel Deed to Developer, including Permitted Exceptions, and (ii) those easements and agreements for utilities, drainage, sewer and other development related matters obtained after Closing for the benefit of the Office Site in order to facilitate the Project, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the City Land MOB Parcel whether or not such instruments are deemed released and/or extinguished by operation of law, subject to the terms of the Multi-Party Agreement. No delay or failure by City or RDC Town Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 17.0117(a), or to invoke any available remedy with respect to an Event of Default by Developer shall under any circumstances be deemed or held to be a waiver by City or RDC Town Bodies of the right to do so thereafter, or an estoppel of City or RDC Town Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. For purposes of this Section 17.0117(a), “commencement of construction” shall mean material and substantial work on the Project Site related to the construction of the Project such as Site Work, demolition of the KFC Building, and installation of footings, foundations, and infrastructure and shall not be deemed to occur as a result of mere excavation work. The foregoing terms shall be incorporated into the City Land Garage Lease, the Multi-Party Agreement, the Garage Parcel Deed, and the MOB Parcel Deed.

No Commencement. The parties acknowledge that (i) Subject to the terms and conditions of Section 22, if Developer will use commercially reasonable efforts to pre-lease the Project to a level and on terms that Developer, in its sole discretion, deems acceptable, and (ii) if such pre-leasing does has not occur, Developer may, in its sole discretion, elect not to proceed with the Project. If Developer fails to Commence Construction commenced construction of the Project within thirty ninety (3090) months days after the Closing Date, then, at any time until Developer commences construction of the Execution DateProject, City and RDC may elect, as their sole remedy hereunderin addition to any other legal and equitable remedies available to City, to (i) unilaterally terminate this Agreement and all Ancillary Agreements; and (ii) re-enter the Office Project Site and exercise its Power of Termination and cause title to the City Land Mixed-Use Condominium Units to vest in RDCCDC; and (iii) unilaterally terminate the Ancillary AgreementsDocuments, including, without limitation, Developer’s interest in and under the Garage Lease and Developer’s leasehold estate in the Garage and Garage Condominium Unit pursuant to the Garage Lease; in each case, without any liability or obligation to Developer or Project Lender. Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Developer of written notice delivered at any time after such thirty sixtyninety (306090) month day period but prior to the time that Developer Commences Constructioncommencement of construction. Such notice shall be accompanied by the Divestiture Payment and such notice may be recorded by RDC CDC contemporaneously with, or at any time after, its delivery to Developer. Upon delivery of such notice and payment to Developer and Lender, if applicableProject Lender of the Divestiture Payment, Developer shall surrender possession of the City Land Mixed-Use Condominium Units to RDCCDC and title to, and all estates of Developer in, the Garage Lease shall terminate, and the City Land Mixed-Use Condominium Units and Developer’s leasehold estate in the Garage Condominium Unit shall automatically, and without further action, re-vest in RDC. CDC Any such re-vesting shall be free and clear of the Project Loan (subject to the terms of the Multi-Party Agreement) and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than (i) those existing immediately prior to which title was subject upon CDC’s or RDC's ’s delivery of the City Public Land Deed to Developer, including Permitted Exceptions, and (ii) those easements and agreements for utilities, drainage, sewer and other development related matters obtained after Closing for the benefit of the Office Site in order to facilitate the Project, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the City Land Mixed-Use Condominium Units whether or not such instruments are deemed released and/or extinguished by operation of law, subject to the terms of the Multi-Party Agreement. No delay or failure by City or RDC Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 17.0117(a), or to invoke any available remedy with respect to an Event of Default by Developer shall under any circumstances be deemed or held to be a waiver by City or RDC Bodies of the right to do so thereafter, or an estoppel of City or RDC Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. For purposes of this Section 17.0117(a), “commencement of construction” shall mean material and substantial work on the Project Site related to the construction of the Project pursuant to Required Permits such as demolition of the existing buildings together with, installation of footings, foundations, and infrastructure and shall not be deemed to occur as a result of mere excavation work. The foregoing terms shall be incorporated into the City Garage Lease, the Multi-Party Agreement and the Public Land Deed. Further, such terms shall encumber the entire Mixed-Use Condominium Units notwithstanding whether such language has been incorporated into each individual deed for parcels comprising the Mixed-Use Condominium Units prior to the Plat’s recordation.

No Commencement. The parties acknowledge that (i) Subject to the terms and conditions of Section 22, if Developer will use commercially reasonable efforts to pre-lease the Project to a level and on terms that Developer, in its sole discretion, deems acceptable, and (ii) if such pre-leasing does has not occur, Developer may, in its sole discretion, elect not to proceed with the Project. If Developer fails to Commence Construction commenced construction of the Project within thirty ninety (3090) months days after the Closing Date, then, at any time until Developer commences construction of the Execution DateProject, City and RDC may elect, as their sole remedy hereunderin addition to any other legal and equitable remedies available to City, to (i) unilaterally terminate this Agreement and all Ancillary Agreements; and (ii) re-enter the Office Project Site and exercise its Power of Termination and cause title to the City Land Mixed-Use Condominium Units to vest in RDCCDC; and (iii) unilaterally terminate the Ancillary AgreementsDocuments, including, without limitation, Developer’s interest in and under the Garage Lease and Developer’s leasehold estate in the Garage and Garage Condominium Unit pursuant to the Garage Lease; in each case, without any liability or obligation to Developer or Project Lender. Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Developer of written notice delivered at any time after such thirty sixty (3060) month day period but prior to the time that Developer Commences Constructioncommencement of construction. Such notice shall be accompanied by the Divestiture Payment and such notice may be recorded by RDC CDC contemporaneously with, or at any time after, its delivery to Developer. Upon delivery of such notice and payment to Developer and Lender, if applicableProject Lender of the Divestiture Payment, Developer shall surrender possession of the City Land Mixed-Use Condominium Units to RDCCDC and title to, and all estates of Developer in, the Garage Lease shall terminate, and the City Land Mixed-Use Condominium Units and Developer’s leasehold estate in the Garage Condominium Unit shall automatically, and without further action, re-vest in RDC. CDC Any such re-vesting shall be free and clear of the Project Loan (subject to the terms of the Multi-Party Agreement) and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than (i) those existing immediately prior to which title was subject upon CDC’s or RDC's ’s delivery of the City Public Land Deed to Developer, including Permitted Exceptions, and (ii) those easements and agreements for utilities, drainage, sewer and other development related matters obtained after Closing for the benefit of the Office Site in order to facilitate the Project, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the City Land Mixed-Use Condominium Units whether or not such instruments are deemed released and/or extinguished by operation of law, subject to the terms of the Multi-Party Agreement. No delay or failure by City or RDC Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 17.0117(a), or to invoke any available remedy with respect to an Event of Default by Developer shall under any circumstances be deemed or held to be a waiver by City or RDC Bodies of the right to do so thereafter, or an estoppel of City or RDC Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. For purposes of this Section 17.0117(a), “commencement of construction” shall mean material and substantial work on the Project Site related to the construction of the Project pursuant to Required Permits such as demolition of the existing buildings together with, installation of footings, foundations, and infrastructure and shall not be deemed to occur as a result of mere excavation work. The foregoing terms shall be incorporated into the City Garage Lease, the Multi-Party Agreement and the Public Land Deed. Further, such terms shall encumber the entire Mixed-Use Condominium Units notwithstanding whether such language has been incorporated into each individual deed for parcels comprising the Mixed-Use Condominium Units prior to the Plat’s recordation.

No Commencement. The parties acknowledge that (i) Developer will use commercially reasonable efforts to pre-lease the Project to a level and on terms that Developer, in its sole discretion, deems acceptable, and (ii) if such pre-leasing does not occur, Developer may, in its sole discretion, elect not to proceed with the Project. If Developer fails to Commence Construction of the Project within thirty sixty (3060) months days after the Closing Date and delay does not result from a breach or failure of the Execution DateCity or RDC to perform hereunder, at any time until Developer Commences Construction of the Project, City and RDC may elect, as their sole remedy hereunder, to (i) unilaterally terminate this Agreement and all Ancillary Agreements; (ii) subject to the delivery of the Divestiture Payment, re-enter the Office Site and exercise its Power of Termination and cause title to the City Land Office Site to vest in RDC; and (iii) unilaterally terminate the Ancillary AgreementsAgreements and Construction Easements; in each case, without any liability or obligation to Developer or Project Lender. Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Developer of written notice delivered at any time after such thirty sixty (3060) month day period but prior to the time that Developer Commences Construction. Such notice shall be accompanied by the Divestiture Payment and such notice may be recorded by RDC contemporaneously with, or at any time after, its delivery to Developer. Upon delivery of such notice to Developer and Lender, if applicablepayment of the Divestiture Payment, Developer shall surrender possession of the City Land Office Site to RDC, and the City Land Office Site shall automatically, and without further action, re-vest in RDC. Any such re-vesting shall be free and clear of the Project Loan (subject to the terms of the Multi-Party Agreement) and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than (i) those to which title was subject upon RDC's delivery of the City Land Office Site Deed to Developer, including Permitted ExceptionsExceptions and the Declaration, and (ii) those easements and agreements for utilities, drainage, sewer and other development related matters obtained after Closing for the benefit of the Office Site in order to facilitate the Project, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the City Land Office Site whether or not such instruments are deemed released and/or extinguished by operation of law, subject to the terms of the Multi-Party Agreement. No delay or failure by City or RDC to enforce any of the covenants, conditions, reservations and rights contained in this Section 17.01, or to invoke any available remedy with respect to an Event of Default by Developer shall under any circumstances be deemed or held to be a waiver by City or RDC of the right to do so thereafter, or an estoppel of City or RDC to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. For purposes of this Section 17.01. The foregoing terms shall be incorporated into the City Land Office Site Deed. The foregoing terms shall be incorporated into the Office Site Deed.