Default of Developer Sample Clauses
The 'Default of Developer' clause defines the circumstances under which a developer is considered to be in breach of their contractual obligations. Typically, this clause outlines specific actions or failures—such as missing project milestones, failing to deliver agreed-upon work, or not adhering to quality standards—that would constitute a default. It may also describe the process for notifying the developer of the default and any opportunities to remedy the breach. The core function of this clause is to provide a clear framework for identifying and addressing failures by the developer, thereby protecting the interests of the other party and ensuring accountability in the project.
Default of Developer. Developer shall not be in default in any term or condition of this Agreement unless and until the City has provided Developer with written notice that developer has failed to comply with an obligation under this Agreement, and Developer has failed to cure such failure within 30 days of the written notice of noncompliance, unless the nature of the noncompliance is such that it cannot be cured with due diligence within such period, in which case Developer shall be deemed to have failed to commence the cure within such period and thereafter failed to diligently pursue the cure.
Default of Developer. (a) Default of DEVELOPER shall include, but not be limited to,
(1) DEVELOPER’s failure to timely commence construction of this Agreement;
(2) DEVELOPER’s failure to timely complete construction of the improvements;
(3) DEVELOPER’s failure to timely cure any defect in the improvements;
(4) DEVELOPER’s failure to perform substantial construction work for a period of twenty (20) calendar days after commencement of the work;
(5) DEVELOPER’s insolvency, appointment of a receiver, or the filing of any petition in bankruptcy either voluntary or involuntary which DEVELOPER fails to discharge within thirty (30) days;
(6) the commencement of a foreclosure action against the DEVELOPMENT or a portion thereof, or any conveyance in lieu or in avoidance of foreclosure; or
(7) DEVELOPER’s failure to perform any other obligation under this Agreement.
(b) CITY reserves to itself all remedies available to it at law or in equity for breach of DEVELOPER’s obligations under this Agreement. CITY shall have the right, subject to this Section, to draw upon or utilize the appropriate security to mitigate CITY’s damages in event of default by DEVELOPER. The right of CITY to draw upon or utilize the security is additional to and not in lieu of any other remedy available to CITY. It is specifically recognized that the estimated costs and security amounts may not reflect the actual cost of construction or installation of the improvements and, therefore, CITY’s damages for DEVELOPER’s default shall be measured by the cost of completing the required improvements. The sums provided by the improvement security may be used by CITY for the completion of the public improvements in accordance with the improvement plans and specifications contained herein.
(c) In the event of DEVELOPER’s default under this Agreement, DEVELOPER authorizes CITY to perform such obligation twenty (20) days after mailing written notice of default to DEVELOPER and to DEVELOPER’s surety, and agrees to pay the entire cost of such performance by CITY. CITY may take over the work and prosecute the same to completion, by contract or by any other method CITY may deem advisable, for the account and at the expense of DEVELOPER, and DEVELOPER’s surety shall be liable to CITY for any excess cost or damages occasioned CITY thereby. In such event, CITY, without liability for so doing, may take possession of, and utilize in completing the work, such materials, appliances, plants and other property belonging to DEVELOPER as may be...
Default of Developer. The failure of the Developer to strictly comply with the terms of the Agreement, including but not limited to any of the conditions set forth in Section 3 and Section 4 or policies set forth in Exhibit A shall be grounds for HBA to terminate Developer’s participation in Parade and/or assess damages, all in accordance with Exhibit A, or pursue such other remedies as HBA may have at law or in equity. If Developer fails to pay any damages assessed pursuant to Exhibit A, Developer will be prohibited from further participation in subsequent Parade and HBA events until such damages are paid. In the event of default by Developer, the HBA may require as a condition of future participation in the Parade events that the Developer provides adequate written assurances of future compliance with applicable Parade rules, and regulations such as those contained in this Agreement. Waiver by HBA of any default shall only occur in writing and shall not constitute a waiver of subsequent or other defaults. All remedies shall be cumulative unless otherwise specifically provided in this Agreement.
Default of Developer. Upon the occurrence of any default on the part of the Developer hereunder, the Commission, on behalf of the Town Parties, shall give Developer written notice (herein a “Developer Default Notice”) of the circumstances constituting that default and the Developer shall have thirty (30) days following its receipt of such Developer Default Notice in which to cure any such default or such longer period as may be reasonably required, provided that Developer commences such cure within that thirty (30) day period and diligently pursues such cure to completion. In the event that Developer fails to timely cure any such default hereunder, the Town Parties may:
(a) suspend or terminate the Town Parties’ obligation to fund and construct the Town Improvements; and
(b) institute any action, suit or other proceeding in law or in equity or otherwise, which the Town Parties deem necessary or appropriate for the protection of their interests. Notwithstanding anything in this Agreement to the contrary, the Town Parties may not institute any action, suit or other proceeding in law, in equity or otherwise, that might or would result in Developer being required to involuntarily expend additional sums towards the Project Investment.
Default of Developer. The following events each constitute a default by the Developer hereunder:
(a) Developer fails for any reason, other than City’s default or the failure of a condition which prevents the Developer from acquiring the Property as provided herein, to purchase and lease the Property from the City as provided in this Agreement; or
(b) There is any change in the ownership of Developer, or the parties in control of Developer or any assigns or successors, in violation of Section 5.3(a) of this Agreement; or
(c) A Bankruptcy/Insolvency Event occurs with respect to Developer; or
(d) Developer breaches any other material provision of this Agreement. Upon the happening of any of the events described above (other than the failure to provide funds, the Note and the Guaranty at Closing which shall be an immediate default), the City shall first notify Developer in writing of its purported default giving Developer sixty (60) days from receipt of such notice to cure such default. If Developer does not cure the default within such sixty-day period (or if the default is not susceptible of being cured within such sixty (60) day period, Developer fails to commence the cure within such period and thereafter to prosecute the cure diligently to completion), the City shall be afforded all of its rights at law or in equity by taking any or all of the following remedies: (i) terminate this Agreement in writing and/or (ii) seek any remedy against Developer available at law or in equity; and in all events the City shall be entitled to retain the Non-refundable Consideration described in Section 1.2.
Default of Developer. Upon the occurrence of any Event of Default by Developer, Owner shall have the right to terminate this Agreement, in addition to all other rights and remedies available at law or in equity, by giving thirty (30) days’ prior written notice of termination to Developer together with a written explanation of the reason for the termination. Such termination shall be effective thirty (30) days after receipt of said notice of termination. Any one or more of the following events that remains uncured beyond any applicable period of cure shall constitute an “Event of Default” by Developer under this Agreement:
(a) If Developer fails to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement to be observed, performed or complied with by Developer hereunder, and such failure continues uncured for thirty (30) calendar days after the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within such thirty (30) calendar-day period, in which event such failure shall not constitute an Event of Default if Developer commences curative action within such thirty (30) calendar-day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within a reasonable time after the giving of such notice;
(b) If Developer makes a general assignment for the benefit of creditors;
(c) If any petition is filed against Developer in any court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceeding, and such proceeding is not dismissed within sixty (60) calendar days after the institution of the same or if any such petition is filed by Developer;
(d) If, in any proceeding, a receiver, trustee or liquidator is appointed for all or a substantial portion of the property and assets of Developer and such receiver, trustee or liquidator is not discharged within sixty (60) calendar days after such appointment; or
(e) If Developer intentionally fails or willfully refuses to perform any of its duties or obligations hereunder, or if Developer misappropriates any funds of Owner in the possession or control of Developer, or if Developer commits willful misconduct, gross negligence or an act of fraud against Owner.