Common use of Default by Developer Clause in Contracts

Default by Developer. Developer shall be in default under this Agreement (a) Developer fails to make any of the payments of money required by the terms of this Agreement, and Developer fails to cure or remedy the same within ten (10) days after the City has given Developer written notice specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within thirty (30) days after the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days or Developer, makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the District, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection being deemed a default under the provisions of this Agreement); or (e) Developer breaches the representations and warranties set forth in this Agreement and fails to cure or correct same within thirty (30) days of notice from the City.

Default by Developer. Developer shall be in default under this AgreementAgreement if: (a) Developer fails to make any of the payments of money required by the terms of this Agreement, and Developer fails to cure or remedy the same within ten (10) days after the City has given Developer written notice specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within thirty (30) days after the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article VVI; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days or Developer, makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the District, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection being deemed a default under the provisions of this Agreement); or (e) Developer breaches the representations and warranties set forth in this Agreement and fails to cure or correct same within thirty (30) days of notice from the City.

Default by Developer. Prior to Final Completion and release of the Developer shall under this Agreement as to each such Phase of the Project, Developer will be in default (each a "Developer Default") under this AgreementAgreement if: (a) Any representation or statement of or by Developer fails to make any of the payments of money required by the terms of in this Agreement, and Developer fails or in any application or information provided to cure City under the City's "Catalyst" economic development program, or remedy any application or information provided to the same within ten (10) days after City, the County, or BOTA as to any claims for tax abatement or exemption, or in any other report provided to the City has given Developer written notice specifying such default; oras required under this Agreement, should be untrue or misleading in any material respect. (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part that Developer is to be kept keep or performedperform pursuant to this Agreement or under any of the IRB Documents, and Developer fails to remedy the same within thirty (30) calendar days after the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer shall file files a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party Developer in a court having jurisdiction and said that petition is not dismissed within thirty sixty (3060) calendar days after such filing; or Developer, Developer generally is not paying its debts as such debts become due; or Developer makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) calendar days; or any execution or attachment shall issue against Developer whereupon the DistrictProperty, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection subparagraph being deemed a default under the provisions of this Agreement); or (ed) Developer materially breaches the representations and warranties set forth in this Agreement and fails to cure or correct same within thirty fifteen (3015) calendar days of written notice from the City. The provisions of this Section 7.01 shall be included in the IRB Documents which may become effective in place of this Agreement.

Default by Developer. Developer shall be in default under this AgreementAgreement if: (a) Developer fails to make any of the payments of money required by the terms of this Agreement, and Developer fails to cure or remedy the same within ten (10) days after the City has given Developer written notice specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within thirty (30) days after the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days or Developer, makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the District, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection being deemed a default under the provisions of this Agreement); or (e) Developer breaches the representations and warranties set forth in this Agreement and fails to cure or correct same within thirty (30) days of notice from the City.

Default by Developer. Developer The occurrence of any of the following events shall be in constitute an event of default (“Event of Default”) under this AgreementAgreement by Developer: (a) 5.1.1 If Developer fails to make any diligently prosecute the development and construction of the payments of money required by Project in accordance with the terms Requirements, the XXXX and all other applicable requirements of this AgreementAgreement or to observe or perform in any material respect any covenant, condition, agreement or obligation hereunder and Developer fails shall fail to cure cure, correct or remedy the same within ten (10) days after the City has given Developer written notice specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same failure within thirty (30) days after the City has given Developer receipt of a written notice specifying thereof, unless such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event cured by the payment of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer money available to the Project and/or this Agreement in violation and cannot with due diligence be cured within a period of the terms and conditions set forth in Article V; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days days, in which case such failure shall not be deemed to continue if Developer proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof, but in no event shall such extended cure period extend beyond ninety (90) days; 5.1.2 If Developer shall be adjudicated bankrupt or be declared insolvent under the federal bankruptcy code or any other federal or state law (as now or hereafter in effect) relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts (hereinafter collectively “Bankruptcy Laws”) or if Developer shall (a) apply for or consent to the appointment of, or the taking of possession by, any receiver, custodian, trustee, United States Trustee, or liquidator (or other similar official) of Developer or of any substantial portion of Developer’s property, makes an or (b) generally not pay its debts as they become due, admit in writing its inability to pay its debts generally as they become due, or (c) make a general assignment for the benefit of its creditors; , or (d) file a custodian, trustee petition commencing a voluntary case or receiver is appointed or retained seeking to take charge advantage of and manage any substantial part of Bankruptcy Law; or 5.1.3 If an order for relief against Developer shall be entered in any involuntary case under any Bankruptcy Law, or if the assets petition commencing an involuntary case against Developer or proposing reorganization of Developer under any Bankruptcy Law shall be filed in and such appointment is approved by any court of competent jurisdiction and not dismissed be discharged or denied within sixty (60) days; days after filing, or if a proceeding or case shall commence in any execution court of competent jurisdiction seeking aid or attachment shall issue against liquidation, the organization, dissolution, winding up or adjustment of debts of Developer, or the appointment of a receiver, custodian, trustee, United States Trustee, or liquidator or (other similar official) of Developer whereupon the Districtor of any substantial portion of Developer’s property, or any part thereofsimilar relief as to Developer pursuant to any Bankruptcy Law, and any such proceeding or case shall continue undismissed, or an order, judgment or decree approving any interest therein or ordering any of Developer under this Agreement the foregoing shall be taken entered and the same is not released prior to judicial sale thereunder (each of the events described continued unstayed and in this subsection being deemed a default under the provisions of this Agreement); or (e) Developer breaches the representations and warranties set forth in this Agreement and fails to cure or correct same within effect for thirty (30) days of notice from the Citydays.

Default by Developer. Developer shall be in default under this AgreementAgreement if: (a) Developer fails to make any of the payments of money required by the terms of this Agreement, and Developer fails to cure or remedy the same within ten (10) days after the City has given Developer written notice specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within thirty (30) days after the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (c) Without limiting the generality of the foregoing, if Developer shall assign or transfer the Project, Project Site and/or this Agreement (or any portion thereof) in violation of the terms and conditions set forth in Article VVI; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days or Developer, makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the District, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection being deemed a default under the provisions of this Agreement); or (e) Developer breaches the representations and warranties set forth in this Agreement and fails to cure or correct same within thirty (30) days of notice from the City.

Default by Developer. The Developer shall be in default (“Default”) under this AgreementDevelopment Agreement for any of the following reasons: (a) Developer fails The Developer’s failure to make any of the payments of money required by the terms of this Agreement, and Developer fails to cure or remedy the same within ten (10) days after the City has given Developer written notice specifying such default; or (b) Developer fails to keep or perform any covenant obligation or obligation herein contained on Developer's part to be kept comply with any provision set forth in this Development Agreement or performed, and Developer fails to remedy the same within thirty (30) days after the City has given Developer written notice specifying such failure and requesting that it be remediedDevelopment Plan; provided, however, that if any event of default the Developer shall be in Default only after the City provides written notice to the Developer of Default setting forth the nature of the Default and the actions, if any, required by the Developer to cure such Default and, where the Default can be cured, the Developer has failed to take such actions and cure such Default within sixty (60) days after the effective date of such notice or, in the event that it such Default cannot be corrected cured within such periodsixty (60) day period but can be cured within a longer time, it shall not constitute an event of default if corrective action is instituted by Developer has failed to commence the actions necessary to cure such Default within such sixty (60) day period and to diligently pursued until proceed to complete such actions. (b) Any representation or warranty made by the default is corrected; orDeveloper proves to have been incorrect when made. (c) Without limiting The Developer is the generality subject of an order for relief by a bankruptcy court, or is unable or admits its inability to pay its debts as they mature, or makes an assignment of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days Property or Developer, ’s interest in this Development Agreement for the benefit of creditors; or makes an as assignment for the benefit of its creditors; or a the Developer applies or consents to the appointment of any receiver, trustee, custodian, trustee conservator, liquidator, rehabilitator or receiver similar officer is appointed without the application or retained consent of the Developer and the appointment continues undischarged or unstayed for ninety (90) days; or the arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, rehabilitation or similar proceeding relating to take charge of and manage it or any substantial part of its property; or any similar proceeding is instituted without the assets consent of the Developer and such appointment is not dismissed within continues undismissed or unstayed for sixty (60) days; . (d) Any sale or any execution other transfer of the Property or attachment shall issue against Developer whereupon the DistrictProject, or any part portion thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection being deemed a default under without compliance with the provisions of Section 3.3 of this Development Agreement); or (e) Developer breaches the representations and warranties set forth in this Agreement and fails to cure or correct same within thirty (30) days of notice from the City.

Default by Developer. The Developer shall be in default (“Default”) under this Agreement (a) Developer fails to make Development Agreement for any of the payments of money required by the terms of this Agreement, and Developer fails following reasons: The Developer’s failure to cure or remedy the same within ten (10) days after the City has given Developer written notice specifying such default; or (b) Developer fails to keep or perform any covenant obligation or obligation herein contained on Developer's part to be kept comply with any provision set forth in this Development Agreement or performed, and Developer fails to remedy the same within thirty (30) days after the City has given Developer written notice specifying such failure and requesting that it be remediedDevelopment Plan; provided, however, that if any event of default the Developer shall be in Default only after the City provides written notice to the Developer of Default setting forth the nature of the Default and the actions, if any, required by the Developer to cure such Default and, where the Default can be cured, the Developer has failed to take such actions and cure such Default within sixty (60) days after the effective date of such notice or, in the event that it such Default cannot be corrected cured within such periodsixty (60) day period but can be cured within a longer time, it shall not constitute an event of default if corrective action is instituted by Developer has failed to commence the actions necessary to cure such Default within such sixty (60) day period and to diligently pursued until proceed to complete such actions. Any representation or warranty made by the default Developer proves to have been incorrect when made. The Developer is corrected; or (c) Without limiting the generality subject of an order for relief by a bankruptcy court, or is unable or admits its inability to pay its debts as they mature, or makes an assignment of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days Property or Developer, ’s interest in this Development Agreement for the benefit of creditors; or makes an as assignment for the benefit of its creditors; or a the Developer applies or consents to the appointment of any receiver, trustee, custodian, trustee conservator, liquidator, rehabilitator or receiver similar officer is appointed without the application or retained consent of the Developer and the appointment continues undischarged or unstayed for ninety (90) days; or the arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, rehabilitation or similar proceeding relating to take charge of and manage it or any substantial part of its property; or any similar proceeding is instituted without the assets consent of the Developer and such appointment is not dismissed within continues undismissed or unstayed for sixty (60) days; . Any sale or any execution other transfer of the Property or attachment shall issue against Developer whereupon the DistrictProject, or any part portion thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection being deemed a default under without compliance with the provisions of Section 3.3 of this Development Agreement); or (e) Developer breaches the representations and warranties set forth in this Agreement and fails to cure or correct same within thirty (30) days of notice from the City.

Default by Developer. Developer shall be in default under this AgreementAgreement if (each, a “Developer Default”): (a) Developer fails to make any of the payments of money required by the terms of this Agreement, Developer’s representations and Developer fails to cure or remedy the same within ten (10) days after the City has given Developer written notice specifying such default; orwarranties under Section (b) Developer fails to keep or perform any covenant or obligation herein contained achieve a milestone on Developer's part to be kept or performedthe Schedule of Performance by the Outside Completion Date therefor, and such failure shall continue for a period of ten (10) days after notice from District; (c) Developer fails shall (i) admit in writing in a legal proceeding its inability to remedy pay its debts as they mature, (ii) file a voluntary petition in bankruptcy or insolvency or for reorganization under the same United States Bankruptcy Code, (iii) be adjudicated bankrupt or insolvent by any court, (iv) be the subject of involuntary proceedings under the United States Bankruptcy Code, or the appointment of a receiver or trustee for all or substantially all of its property and such proceedings shall not be dismissed or stayed, or the receivership or trustee ship vacated, within one hundred twenty (120) days, or (v) make a general assignment for the benefit of creditors; (d) Developer becomes a Prohibited Person and such breach is not cured within thirty (30) days after the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days or Developer, makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the from District, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection being deemed a default under the provisions of this Agreement); or (e) Developer breaches the representations and warranties set forth in fails to perform any obligation or requirement under this Agreement and or fails to comply with any term or provision of this Agreement that is not specified under (a) – (d) above, and such default remains uncured for thirty (30) days after notice from District (except as provided in Section 5.1.2, no notice shall be necessary nor shall any cure period apply to Developer’s obligation to close on its acquisition of the Property by the Outside Closing Date, time being of the essence), or correct same if such a default does not involve the payment of money and cannot reasonably be cured within thirty (30) days days, Developer shall have such additional time as is reasonably necessary, not to exceed an additional sixty (60) days, to cure such default, provided that Developer commences the cure within the initial thirty (30) day period and diligently pursues completion of notice from the Citysuch cure thereafter.

Default by Developer. Developer shall be in default under this AgreementSecond Amended and Restated Agreement if: (a) Developer fails to make any of the payments of money required by the terms of this Second Amended and Restated Agreement, and Developer fails to cure or remedy the same within ten twenty (1020) business days after the City has given Developer written notice specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within sixty (60) days after the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected, provided that such default is fully cured within one hundred eighty (180) days in any event; or (c) Without limiting the generality of the foregoing, if Developer shall assign or transfer the Amended Project and/or this Second Amended and Restated Agreement in violation of the terms and conditions set forth in Article IX, and Developer fails to remedy the same within thirty (30) days after the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or , provided that such default is fully cured within one hundred twenty (c120) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement days in violation of the terms and conditions set forth in Article Vany event; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty sixty (3060) days or Developer, Developer makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the District, Amended Project or any part thereof, or any interest therein of Developer under this Second Amended and Restated Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection being deemed a default under the provisions of this Second Amended and Restated Agreement); or (e) Developer breaches the representations and warranties set forth in this Second Amended and Restated Agreement and fails to cure or correct same within thirty sixty (3060) days of notice from the City.

Default by Developer. a. During the Term hereof, each of the following is an “Event of Default” by Developer: i. Developer’s breach of Section 2.2 where such failure continues for ninety (90) days after written notice thereof from the City; provided, that if the nature of such default is curable, but that the same cannot with due diligence be cured within ninety (90) days, Developer shall not be deemed to be in default under if it shall within such ninety (90) day period commence curing the default and thereafter diligently prosecute the same to completion. ii. A failure by Developer to observe and perform any provision of this AgreementAgreement to be observed or performed by Developer where such failure continues for sixty (60) days after written notice thereof from the City; provided, that if the nature of such default is curable, but that the same cannot with due diligence be cured within sixty (60) days, Developer shall not be deemed to be in default if it shall within such sixty (60) day period commence curing the default and thereafter diligently prosecute the same to completion. iii. Developer becomes insolvent or unable to pay debts as they mature or makes an assignment for the benefit of creditors, or any proceeding is instituted by or against Developer alleging that Developer is insolvent or unable to pay debts as they mature unless the same is removed or dismissed within ninety (a90) days after the filing or entering thereof. iv. Entry of any judgment, administrative action or order against Developer fails by any court, administrative agency or any other quasi-judicial agency, which would materially jeopardize Developer’s ability to make comply with any of the payments of money required by the terms and conditions of this Agreement, and Developer fails to cure or remedy the same within ten that remain unsatisfied for a period of ninety (1090) days after becoming final. v. Any failure of Developer or its contractor, as applicable, to maintain all required insurance herein during a time that such insurance coverage is reasonably necessary due to the status of construction or operation (or lack thereof) of the Property and such failure continues for sixty (60) days after Developer receives notice thereof. b. If an Event of Default occurs during the Term by Developer, and is not cured within the times provided, the City has given Developer written notice specifying such defaultshall have the right to seek the following remedies: i. If an Event of Default occurs as a result of Developer’s failure to commence or complete the construction of the Facility as required by Section 2.2 hereof, the sole remedy of the City is the ability to receive a Reconveyance of the Property subject to the terms and conditions contained in Section 3.3 below, after which this Agreement shall terminate and be of no further force or effect against either party; or ii. If the Event of Default occurs as a result of any other Developer to materially comply with this Agreement (bother than Section 2.2 which is governed by (i) Developer fails above), the sole remedy of the City is the ability to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same seek damages in a court of law provided such judicial action is commenced within thirty (30) days after Xxxxxxxxx’s failure to timely cure the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event Event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days or Developer, makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the District, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection being deemed a default under the provisions of this Agreement); or (e) Developer breaches the representations and warranties set forth in this Agreement and fails to cure or correct same within thirty (30) days of notice from the CityDefault.

Default by Developer. Developer shall will be in default (each a "Developer Default") under this AgreementAgreement if: (a) Any representation or statement of or by Developer fails in any application or information provided to make City under the City's "Catalyst" economic development program, or any application or information provided to the City, Xxxxxxx County, Kansas (the "County") or the Kansas Board of Tax Appeals ("BOTA") as to any claims for tax abatement or exemption, or in any other report provided to the payments of money City as required by the terms of under this Agreement, should be untrue or misleading in any material respect and Developer fails to cure or remedy the correct same within ten thirty (1030) calendar days after the City has given Developer of written notice specifying from the City, to the extent such defaultfailure can be cured; orprovided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected. (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part that Developer is to be kept keep or performedperform pursuant to this Agreement or under any of the IRB Documents, and Developer fails to remedy the same within thirty (30) calendar days after the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer shall file files a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party Developer in a court having jurisdiction and said that petition is not dismissed within thirty sixty (3060) calendar days after such filing; or Developer, Developer makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the District, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection being deemed a default under the provisions of this Agreement); or (e) Developer breaches the representations and warranties set forth in this Agreement and fails to cure or correct same within thirty (30) days of notice from the City.sixty

Default by Developer. In the event Developer shall be breaches or defaults in default its duties and obligations under this Agreement (a) Developer fails to make any of the payments of money required by the terms of this Agreement, and Developer fails to cure or remedy the same within ten (10) days after the City has given Developer written notice specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within thirty (30) days after the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days or Developer, makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the District, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection being deemed a default under the provisions of this Agreement); or (e) Developer breaches the representations and warranties set forth in this Agreement and fails to cure or correct same cured within thirty (30) days of the issuance of written notice of default specifying the breach (the “Default Notice”); provided however, if the default, by its nature cannot reasonably be cured within such thirty (30) day period and if, within the initial thirty (30) day period the Developer has provided the CRA with written notice specifying the reason why such breach cannot be cured within the initial (30) day period and has commenced and is diligently pursuing curative action, the Developer shall have up to one hundred twenty (120) days from the Citydate of the default notice to cure the specified breach or default. For so long as any breach or default shall continue, the obligations of the CRA under this Agreement with respect to the Recapture TIF Incentive Payments shall be suspended, and if any such suspension shall continue for more than one hundred twenty (120) days, then the CRA shall have the right to terminate this Agreement upon written notice to the Developer and, in such case, this Agreement shall terminate and the CRA shall have no further duties or obligations under this Agreement to the Developer including, but not limited to, the payment of Recapture TIF Incentive Payments otherwise due and owing after the date of the Default Notice. Notwithstanding the foregoing, the CRA shall be entitled to all remedies available at law or in equity. The notice and cure provisions set forth above shall expressly not apply to (a) achieving Substantial Completion by and/or (b) the payment of real estate taxes for the Property prior to delinquency, for both of which time is of the essence and there is no notice or cure period.

Default by Developer. Developer Any of the following shall be in default under this Agreementconstitute Events of Default on the part of the Developer: (a) To the extent not excused by any noncasualty-related Force Majeure Event (or a casualty-related Force Majeure Event lasting longer than twelve (12) months), Developer fails defaults in the payment of any (1) Biogas Payment or Annual Bonus Revenue to make any of the Phoenix under this Agreement, or (2) other payments of money required by the terms of due under this Agreement, and such failure is not remedied by Developer fails to cure or remedy the same within ten (10) days Business Days after the City has given Developer written notice specifying of such defaultfailure is given to Developer by Phoenix; the intent of the parties under this provision is that any failure by the Developer to meet its payment obligation during the initial 12 months of any casualty-related Force Majeure Event shall constitute a default under this provision; or (b) To the extent not excused by a Force Majeure Event, Developer fails to keep or perform defaults in any covenant or obligation herein contained on Developer's part of the other covenants, conditions and obligations required to be kept performed by Developer under this Agreement, or performedif any material representation made by Developer in Section 16.01, proves to be untrue, and Developer fails to remedy the same such default, if remediable, is not remedied within thirty ten (3010) days Business Days after the City has given Developer written notice specifying of such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is correctedgiven to Developer by Phoenix, or such longer reasonable period as may be necessary to cure, so long as Developer is exercising diligent efforts to cure; provided that the total length of any such cure period may not extend beyond ninety (90) days; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d1) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days or Developer, makes an assignment or any general arrangement for the benefit of creditors or has such a petition filed against it and such petition is not withdrawn or dismissed within twenty (20) Business Days after its creditors; filing, (2) otherwise becomes bankrupt or a custodianinsolvent, trustee however evidenced, or receiver is appointed or retained (3) becomes unable to take charge pay its debts as they fall due. To the extent of and manage subject to the terms of any substantial part consent and agreement between Phoenix, Developer, and Developer’s Financing Parties referred to in Sections 6.02 and 21.09, compliance with all the terms of the assets of Developer and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the District, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and by Developer’s Financing Parties within the same is not released prior to judicial sale thereunder (each of the events described curative times provided in this subsection being deemed a default under the provisions of this Agreement); or (e) Developer breaches the representations and warranties set forth Section 20.01 shall constitute performance as provided for in this Agreement and fails to cure or correct same within thirty (30) days of notice from the CitySection.

Default by Developer. Developer shall be in default under of this AgreementContract should any of the following occur, subject to notice and cure provisions set forth below: (a) a. Developer fails to make comply with any provision under this Contract; b. Developer abandons the Town Green Mixed-Use Project, including, but not limited to construction of the payments of money required by the terms of this AgreementTown Green Buildings, and subject to Force Majeure; c. Developer fails to cure or remedy maintain its operating status with the same within ten (10) days after the City has given Developer written notice specifying such defaultGeorgia Secretary of State’s Office; or d. The occurrence of an Act of Bankruptcy as to Developer. If a default by Developer occurs and is continuing 30 days after receipt of written notice to Developer from the DDA specifying the existence of such default (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to a reasonable time thereafter if such default cannot reasonably be kept or performed, cured within such 30-day period and Developer fails begins to diligently pursue the cure of such default within such 30-day period), the default will become an "Event of Default," and the DDA will be entitled to elect any or all of the following remedies: (i) terminate this Contract, (ii) seek refunding of all or a portion of prior contributions of financing, if warranted due to a reduction of the Building Project's value caused by the Event of Default; (iii) reduce the remaining unpaid portion of the Loan by an amount proportional to the reduction of the value of the Town Green Mixed-Use Project caused by the Event of Default; (iv) repurchase the Town Green Mixed-Use Project in accordance with Section 8; (v) enforce its remedies under the Loan Documents; (vi) seek any remedy at law or in equity that may be available as a consequence of the same within thirty Event of Default; (30vii) days after pursue specific performance of this Contract or injunctive relief; (viii) waive such Event of Default. An Event of Default under this Contract shall constitute an “Event of Default under and as defined in the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default Loan Documents. All amounts so withheld by the DDA under this Section 15 shall be such that it cannot be corrected within such periodpromptly released to Developer only after Developer has cured the Event of Default justifying the withholding, it shall not constitute an event of default if corrective action is instituted as demonstrated by Developer within such period and diligently pursued until evidence reasonably acceptable to the default is corrected; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days or Developer, makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the District, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection being deemed a default under the provisions of this Agreement); or (e) Developer breaches the representations and warranties set forth in this Agreement and fails to cure or correct same within thirty (30) days of notice from the CityDDA.

Default by Developer. A. The occurrence of any of the following circumstances shall constitute a default by Developer under this Agreement (each such event shall be in default under this Agreementa “Developer Default”). (a) Developer fails (i) gives notice to make any governmental body of the payments of money required by the terms of this AgreementDeveloper’s insolvency or pending insolvency, and Developer fails to cure or remedy the same within ten (10ii) days after the City has given Developer written notice specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within thirty (30) days after the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days or Developer, makes an assignment for the benefit of creditors or takes any other similar action for the protection or benefit of its creditors, or (iii) files an answer admitting the material allegations of, or consenting to, or defaults in answering, any pleading filed with respect to the commencement of any case or proceeding respecting Developer under any bankruptcy or insolvency law; or (b) Any (i) order for relief is entered against Developer in any case in bankruptcy, (ii) any order, judgment, or decree is entered against Developer by a court of competent jurisdiction appointing a receiver, trustee, custodian, or a custodian, trustee liquidator of Developer or receiver is appointed of all or retained to take charge of and manage any a substantial part of its assets, and such order, judgment, or decree continues unstayed and in effect for a period of ninety (90) consecutive days, or (iii) any proceeding for the assets reorganization of Developer or for an arrangement under any bankruptcy or insolvency law applicable to Developer is commenced, whether by or against Developer, and such appointment is not dismissed within sixty ninety (6090) daysdays from the commencement thereof; or any execution or attachment shall issue against or (c) If Developer whereupon the District, or any part thereof, or any interest therein of Developer under breaches this Agreement shall be taken in any way, and the same such breach is not released prior cured on or before the expiration of thirty (30) days after written notice from Owner to judicial sale thereunder Developer, which notice shall state the nature of such breach or violation and shall specify the nature of cure or correction; or (each d) Unless otherwise approved by Owner, Developer is no longer serving as the master tenant of the events described in this subsection being deemed a default under the provisions of this Agreement)Property for any reason; or (e) Developer breaches has acted fraudulently or has engaged in willful misconduct in the representations and warranties set forth performance of Developer’s obligations under this Agreement, or Developer has acted with gross negligence in carrying out any of Developer’s obligations under this Agreement and fails to cure or correct same within thirty (30) days of notice from the CityAgreement.

Default by Developer. 14.1 In the event Retail Developer shall be in default breaches its duties and obligations under this Agreement (a) Developer fails to make any of the payments of money required by the terms of this Agreement, and Developer fails to cure or remedy the same within ten (10) days after the City has given Developer written notice specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within thirty (30) days after the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days or Developer, makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the District, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection being deemed a default under the provisions of this Agreement); or (e) Developer breaches the representations and warranties set forth in this Agreement and fails to cure or correct same cured within thirty (30) days of the issuance of written notice from of default specifying the Citybreach, or such longer period of time, not to exceed one hundred and fifty (150) days, if the default, by its nature cannot reasonably be cured within such thirty (30) day period and if Retail Developer has not commenced curative action within thirty (30) days and diligently pursues same, then for so long as such breach or default shall continue, the CRA may pursue any remedy available at law or in equity to cause Retail Developer to comply with the terms of this Agreement. 14.2 In the event Master Developer breaches its duties and obligations under this Agreement, and such failure is not cured within thirty (30) days of the issuance of written notice of default specifying the breach, or such longer period of time, not to exceed one hundred and fifty (150) days, if the default, by its nature cannot reasonably be cured within such thirty (30) day period and if Master Developer has not commenced curative action within thirty (30) days and diligently pursues same, then for so long as such breach or default shall continue, the obligations of the CRA under this Agreement with respect to Incentive Payments and the Extra Incentive Payments (other than any Incentive Payments and Extra Incentive Payments, if any, that have been previously assigned by Master Developer under Section 4.2.3) shall be suspended, and if any such suspension shall continue for more than one year, then the CRA shall have no further duties or obligations under this Agreement to the Master Developer with respect to any such Incentive Payments and Extra Incentive Payments. 14.3 No breach by the Retail Developer under Section 14.1 with respect to the Retail Center shall be deemed a breach by Master Developer under Section 14.2 with respect to the Project, excluding the Retail Center, and, conversely, no breach by Master Developer with respect to any portion of the Project other than the Retail Center under Section 14.2 shall be deemed a breach by Retail Developer under Section 14.1 with respect to the Retail Center.

Default by Developer. Upon the happening of any Event of Default (as -------------------- hereinafter defined), the Owner shall have the absolute unconditional right to terminate this Agreement by giving written notice of such termination to the Developer. Any one or more of the following events shall constitute an "Event of Default" by the Developer shall be in default under this Agreement: (a) If the Developer fails shall fail to make observe, perform or comply in any material respect with any term, covenant, agreement or condition of the payments of money required this Agreement which is to be observed, performed or complied with by the terms Developer under the provisions of this Agreement, and Developer fails to cure or remedy the same within ten such failure shall continue uncured for twenty (1020) days after the City has given Developer giving of written notice thereof by the Owner to the Developer specifying the nature of such default; orfailure, unless such failure can be cured but is not susceptible of being cured within said twenty (20) day period, in which event such a failure shall not constitute an Event of Default if the Developer commences curative action within said twenty (20) day period, and thereafter prosecutes such action to completion with all due diligence and dispatch; (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy If the same within thirty (30) days after the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer shall file make a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days or Developer, makes an general assignment for the benefit of its creditors; ; (c) If any petition shall be filed against the Developer in any court, whether or a custodian, trustee or receiver is appointed or retained not pursuant to take charge of and manage any substantial part statute of the assets United States or of Developer any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and such appointment is proceedings shall not be dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon days after the Districtinstitution of the same, or if any part thereof, or any interest therein of Developer under this Agreement such petition shall be taken and so filed by the same is not released prior to judicial sale thereunder Developer; (each d) If, in any proceeding, a receiver, trustee or liquidator be appointed for all or a substantial portion of the events described in this subsection being deemed a default under property and assets of the provisions of this Agreement); orDeveloper, and such receiver, trustee or liquidator shall not be discharged within ninety (90) days after such appointment; (e) If the Developer breaches the representations and warranties set forth in shall assign this Agreement or any of its rights or obligations hereunder, without the prior written consent of the Owner; and (f) If the Developer shall intentionally or willfully fail to perform any of its duties or obligations hereunder, or if the Developer shall misappropriate any funds of the Owner in the possession or control of the Developer or shall otherwise commit an act of fraud against the Owner (except that if such misappropriation of funds or fraud by the taking is committed by an employee of the Developer, such event may be cured by the Developer if the Developer makes prompt restitution to the Owner and fails to cure or correct same within thirty (30) days of notice from the Citydischarges such employee).