Common use of Developer Default Clause in Contracts

Developer Default. Upon the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the following events shall constitute an “Event of Default” by Developer under this Agreement: (a) If Developer shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer under the provisions of this Agreement, and such failure shall continue 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 said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditors; (c) If any petition shall be filed by or against Developer in any court, pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If Developer shall misappropriate any funds of Owner or the Construction Lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance of Developer’s responsibilities and such individual’s relationship with Developer is immediately terminated and the misappropriated funds are restored within five (5) Business Days of such misappropriation); (f) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work; (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (h) Failure to achieve the Completion Milestones; or (i) If the TCR Member is removed as a Manager of Owner pursuant to Section 5.9 of the LLC Agreement.

Developer Default. Upon the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the The following events shall constitute an “Event be deemed to be events of Default” default by Developer under this Agreementagreement: 18.1.1 Developer fails to pay when due any installment of Gross Collected Revenue distribution or any other obligation under this agreement involving the payment of money and such failure continues for a period of 10 days following written notice thereof to Developer; provided, however, that if, during any calendar year during the Term of this agreement, the City has already given Developer two separate notices of any payment default on the part of Developer hereunder, no subsequent notice during the remainder of such calendar year shall be required in order for a payment delinquency to constitute an event of default hereunder – that is, the event of default will automatically occur on the third (aor any subsequent failure) If on the part of Developer shall fail to observe, perform pay timely any installment of revenue distribution or other monetary obligation during the remainder of such calendar year. 18.1.2 Developer fails to comply with any material term, covenant, agreement or condition provision of this Agreement which is to be observedagreement, performed or complied with by Developer under the provisions of this Agreementother than as described in Section 18.1.1 above, and either does not cure such failure shall continue uncured for thirty (30) calendar within 30 days after the giving of written notice thereof by Owner to Developer, or cures that particular failure but again fails to comply with the same provision of this agreement within three months following the City’s written notice to Developer specifying of the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such noticeprior violation. (b) If 18.1.3 Developer shall make or any guarantor of Developer’s obligations under this agreement becomes insolvent, or makes a general transfer in fraud of creditors, or makes an assignment for the benefit of creditors;. (c) If 18.1.4 Developer or any guarantor of Developer’s obligations under this agreement files a petition shall be filed by under any section or against Developer in chapter of the federal Bankruptcy Code, as amended, or under any court, pursuant to any similar law or statute of the United States or any state thereof; or, Developer or any guarantor of Developer’s obligations under this agreement is adjudged bankrupt or insolvent in proceedings filed against Developer or any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement guarantor of Developer’s obligations under this agreement. 18.1.5 A receiver or insolvency proceedings, and Developer files, consents to trustee is appointed for the Premises or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion substantially all of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If Developer shall misappropriate or any funds of Owner or the Construction Lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance guarantor of Developer’s responsibilities and such individualobligations under this agreement. 18.1.6 Developer attempts to assign or in any manner transfer this agreement or any of its rights hereunder. 18.1.7 The failure of Developer to provide the City with a copy of Developer’s relationship with Developer is immediately terminated and MBE/WBE Program within the misappropriated funds are restored within five (5) Business Days of such misappropriation); (f) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work; (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (h) Failure to achieve the Completion Milestones; or (i) If the TCR Member is removed as a Manager of Owner pursuant to Section 5.9 of the LLC Agreementperiod prescribed for Developer.