Common use of Developer’s Event of Default Clause in Contracts

Developer’s Event of Default. The occurrence of any of the following (each, a “Developer Event of Default”) shall constitute a default by Developer after OCII gives the notice of the default stated below for each Event of Default specifying in reasonable detail the basis for the determination of the default and after the expiration of the applicable cure period specified for each Event of Default, if any (notwithstanding any notice and cure provisions described below, nothing herein shall operate to extend the Term beyond the period specified in Section 2.A above): (a) Failure to pay any sums due under this Agreement within fifteen (15) days after OCII gives notice to the Developer. (b) Failure to perform or abide by any material provision of this Agreement, including the obligation to negotiate diligently or in good faith to achieve the ENA Performance Benchmarks (as such may be waived or extended in accordance with Section 5 hereof), if such failure is not cured within (15) days after OCII gives notice to the Developer. (c) Either (i) the filing by Developer of a petition to have itself adjudicated insolvent and unable to pay its debts as they mature or a petition for reorganization or arrangement under any bankruptcy or insolvency law, or a general assignment by Developer for the benefit of creditors; or (ii) the filing by or against Developer of any action seeking reorganization, arrangement, liquidation, or other relief under any law relating to bankruptcy, insolvency, or reorganization or seeking appointment of a trustee, receiver, or liquidator of itself or any substantial part of the its assets. (d) Any material breach of any representation and warranty contained in Section 20.A, or any other provision of this Agreement, unless Developer notifies OCII within ten (10) days after the Developer becomes aware of the material breach, and Developer cures such inaccuracy within thirty (30) days after the date on which it discovered or was given notice of the breach. (e) The debarment or prohibition of Developer from doing business with any federal, state or local governmental agency, or any debarment or prohibition of any affiliate of Developer from doing business with any federal, state or local governmental agency to the extent such debarment or prohibition of the affiliate could affect the redevelopment of the Site as contemplated hereby. This Event of Default shall be incurable. (f) Failure to procure or maintain any of the insurance coverage required hereunder so that there is a lapse in required coverage, if such failure is not cured within ten (10) days after OCII gives notice to the Developer. (g) An assignment or transfer of the Developer’s interest in this Agreement that is not permitted under Section 16. If a Developer Event of Default (other than a Developer Event of Default under paragraph (e))cannot reasonably be cured within the applicable time period set forth in this Section 17.A, Developer shall not be in default of this Agreement (and a Developer Event of Default shall not be deemed to have occurred) if it commences to cure the Developer Event of Default within the applicable time period and diligently and in good faith continues to seek to cure the Developer Event of Default, provided that in no event shall the cure period extend beyond the earlier of (i) sixty (60) days after the notice of default was given or Developer became aware of the default or (ii) the expiration or termination of the Agreement. No cure period or extension of such cure period shall operate to extend the Term beyond the period specified in Section 2.A above.

Developer’s Event of Default. The occurrence of any of the following (each, a “Developer Event of Default”) shall constitute a default by each of Lead Developer and Affordable Developer after OCII the Successor Agency gives the notice of the default stated below for each Event of Default specifying in reasonable detail the basis for the determination of the default and after the expiration of the applicable cure period specified for each Event of Defaultperiod, if any (notwithstanding any notice and cure provisions described below, nothing herein shall operate to extend the Term beyond the period specified in Section 2.A above):any: (a) Failure to pay any sums due under this Agreement within fifteen thirty (1530) days after OCII gives written notice to has been given by the DeveloperSuccessor Agency. (b) Failure to perform or abide by any material provision of this Agreement, including the obligation to negotiate diligently or in good faith to achieve the ENA Performance Benchmarks (other than any failures to meet the Performance Benchmarks that are outside the control of Developers, as reasonably determined by the Successor Agency), as such may be are waived or extended in accordance with Section 5 hereof), if such failure is not cured within sixty (1560) days after OCII gives notice to has been given by the DeveloperSuccessor Agency. (c) Either (i) the filing by Lead Developer or Affordable Developer of a petition to have itself adjudicated insolvent and unable to pay its debts as they mature or a petition for reorganization or arrangement under any bankruptcy or insolvency law, or a general assignment by Lead Developer or Affordable Developer for the benefit of creditors; or (ii) the filing by or against Lead Developer or Affordable Developer of any action seeking reorganization, arrangement, liquidation, or other relief under any law relating to bankruptcy, insolvency, or reorganization or seeking appointment of a trustee, receiver, or liquidator of itself or any substantial part of the its assets. (d) Any material breach of any representation and warranty contained in Section 20.A, or any other provision of this Agreement, unless Lead Developer or Affordable Developer notifies OCII the Successor Agency within ten (10) business days after the Developer it becomes aware of the material breach, breach and Developer cures commences to cure such inaccuracy within thirty sixty (3060) days after from the date on which it discovered was obligated to notify the Successor Agency (or was given notice if such inaccuracy cannot reasonably be cured within such sixty (60) days, Lead Developer or Affordable Developer shall not be in default of this Agreement if it commences to cure such inaccuracy within the breachsixty (60) day period and diligently and in good faith continues to seek to cure such inaccuracy). (e) The debarment or prohibition of Lead Developer or Affordable Developer from doing business with any federal, state or local governmental agency, or any debarment or prohibition of any affiliate of Lead Developer or Affordable Developer from doing business with any federal, state or local governmental agency to the extent such debarment or prohibition of the affiliate could affect the redevelopment of the Site as contemplated hereby. This Event of Default shall be incurable. (f) Failure to procure or maintain any of the insurance coverage required hereunder so that there is a lapse in required coverage, if such failure is not cured within ten (10) days after OCII gives notice to the Developer. (g) An assignment or transfer of the Developer’s interest in this Agreement that is not permitted under Section 16. If a Developer Event of Default (other than a Developer Event of Default under paragraph (e))cannot cannot reasonably be cured within the applicable time period set forth in this Section 17.A, each of Lead Developer and Affordable Developer shall not be in default of this Agreement (and a Developer Event of Default shall not be deemed to have occurred) if it commences to cure the Developer Event of Default within the applicable time period and diligently and in good faith continues to seek to cure the Developer Event of Default. If there is a Developer Event of Default resulting from or caused by a breach of this Agreement by either of Lead Developer or Affordable Developer (the “Breaching Developer”), provided that the Developer which is not in no event shall breach (the cure period extend beyond the earlier of “Performing Developer”) may, within thirty (i) sixty (6030) days after following the notice of default was given or Developer became aware end of the default period in which such breach may be cured, request that Successor Agency consent to the substitution of another entity, including the Performing Developer, for the Breaching Developer (the “Substitute Developer”). Such request shall be accompanied by such information regarding the proposed Substitute Developer as was required to be submitted in response to the RFP. Successor Agency shall consider the proposed Substitute Developer in the same manner in which it considered proposals in response to the RFP and shall not terminate this Agreement with respect to the Performing Developer unless and until Successor Agency has determined, in its sole and absolute discretion, that the proposed Substitute Developer, or (ii) any other Substitute Developer subsequently proposed, is not acceptable as a substitute to the expiration or termination Successor Agency. The Successor Agency may also propose a Substitute Developer to the Performing Developer, who shall have the right to approve of the AgreementSubstitute Developer. No If Successor Agency and the Performing Developer both consent to the proposed Substitute Developer, the Substitute Developer shall enter into an agreement with Successor Agency and the Performing Developer in the form of this Agreement and shall cure period or extension any breach of such cure period shall operate to extend this Agreement not otherwise cured by the Term beyond joinder of the period specified in Section 2.A aboveSubstitute Developer.

Developer’s Event of Default. The In addition to Terminating Events giving rise to Termination under Article 8 (Termination), the occurrence of any of the following (each, a “Developer Event of Default”) shall will constitute a default by Developer after OCII gives the notice of the default stated below for each Event of Default specifying in reasonable detail the basis for the determination of the default and under this Agreement after the expiration of the applicable cure period specified for each Event of Defaultperiod, if any (notwithstanding any notice and cure provisions described beloweach, nothing herein shall operate to extend the Term beyond the period specified in Section 2.A above): (a) Failure an “Event of Default”): Developer fails to pay any sums sum (including the Negotiating Fee, Extension Fees, and replenishing the City Costs Deposit) when due under this Agreement Agreement, unless such failure to pay is cured within fifteen five (155) days after OCII gives City’s notice to the Developer. (b) Failure ; or Developer fails to perform or abide by comply with any material other provision of this Agreement, including if not cured within thirty (30) days after City’s notice to Developer describing the obligation default and specifying the manner in which it may be cured, but if the default cannot be cured within the 30‑day cure period, Developer will not be in default of this Agreement if Developer commences to negotiate cure the default within the 30‑day cure period and diligently or and in good faith prosecutes the cure to achieve completion, provided that the ENA Performance Benchmarks (as such may be waived or extended in accordance with Section 5 hereof), if such failure default is not cured within sixty (1560) days after OCII gives City’s notice to the Developer. (c) Either ; or A voluntary or involuntary action is filed: (i) the filing by Developer of a petition to have itself Developer adjudicated insolvent and unable to pay its debts as they mature or a petition for reorganization reorganization, arrangement, or arrangement liquidation under any bankruptcy or insolvency law, or a general assignment by Developer for the benefit of creditors; or (ii) the filing by or against Developer of any action seeking Developer’s reorganization, arrangement, liquidation, or other relief under any law relating to bankruptcy, insolvency, or reorganization or seeking appointment of a trustee, receiver, or liquidator of itself Developer or any substantial part of the its Developer’s assets. (d) ; or Any material breach of any representation and warranty contained in Section 20.A, or any other provision of this Agreement, unless Developer notifies OCII within ten (10) days after the Developer becomes aware of the material breach, and Developer cures such inaccuracy within thirty events described in Subsection (30c) days after the date on which it discovered or was given notice of the breach. (e) The debarment or prohibition of Developer from doing business occurs with any federal, state or local governmental agency, or any debarment or prohibition of any affiliate of Developer from doing business with any federal, state or local governmental agency respect to the extent such debarment or prohibition of the affiliate could affect the redevelopment of the Site as contemplated hereby. This Event of Default shall be incurable. (f) Failure to procure or maintain any of the insurance coverage required hereunder so that there is Developer’s members with a lapse Controlling interest in required coverage, if such failure is not cured within ten (10) days after OCII gives notice to the Developer. (g) An assignment or transfer of the Developer’s interest in this Agreement that is not permitted under Section 16. If a Developer Event of Default (other than a Developer Event of Default under paragraph (e))cannot reasonably be cured within the applicable time period set forth in this Section 17.A, Developer shall not be in default of this Agreement (and a Developer Event of Default shall not be deemed to have occurred) if it commences to cure the Developer Event of Default within the applicable time period and diligently and in good faith continues to seek to cure the Developer Event of Default, provided that in no event shall the cure period extend beyond the earlier of (i) sixty (60) days after the notice of default was given or Developer became aware of the default or (ii) the expiration or termination of the Agreement. No cure period or extension of such cure period shall operate to extend the Term beyond the period specified in Section 2.A above.