Governmental Approval Denied. In the event that Redeveloper’s application for any Governmental Approval is denied or any Person brings an action that contests or challenges the grant of any Governmental Approval, then Redeveloper shall have the right in its discretion to (i) modify and resubmit such application, if applicable, in order to secure such Governmental Approval; provided that such modification does not have a material adverse impact on (1) the financial condition of the Project (2) the Project, or its intended uses or (3) either Party, and/or (ii) appeal or defend against such action. In the event of a final, adverse, nonappealable decision; the Parties shall during the sixty (60) day period immediately following receipt by both Parties of such decision, use diligent, reasonable efforts and good faith negotiations to modify the Project and amend this Agreement in order to assist Redeveloper in obtaining the required Governmental Approvals. If, at the end of such sixty (60) day period, there is no agreement between the Parties as to how to modify the Project and amend this Agreement, either Party may terminate this Agreement by providing written notice to the other Party in accordance with the provisions of Section 14.9 of this Agreement.
