Common use of No Commencement Clause in Contracts

No Commencement. Subject to Force Majeure and after offering in writing to meet with Company to discuss Company’s failure to commence, if Company has not commenced construction of the Project within one hundred fifty (150) days after the Closing Date, then, at any time until Company commences construction of the Project, City may elect, in addition to any other legal and equitable remedies available to City, to (i) unilaterally terminate this Agreement; and (ii) re-enter the Site and exercise its Power of Termination and cause title to the Site to vest in the RDC, without any liability or obligation to Company. The Power of Termination and foregoing rights shall be deemed exercised upon delivery to Company of Notice delivered at any time after such one hundred fifty (150) day period but prior to Commencement of Construction (as defined herein below) of the Project. Upon delivery of such Notice to Company, Company shall surrender possession of the Site to RDC and title to the Site shall automatically, and without further action, vest in the RDC; provided, however, if title to the property cannot automatically vest in the RDC, Company acknowledges and agrees that it shall execute a limited warranty deed and take all other required action under the Laws or by the Title Insurer to reconvey the Site to the RDC. Any such re-vesting shall be free and clear of any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than those existing immediately prior to Closing. No delay or failure by City Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 13(a) or to invoke any available remedy with respect to an Event of Default by Company shall under any circumstances be deemed or held to be a waiver by City Bodies of the right to do so thereafter, or an estoppel of City Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. For purposes of this Section 13(a), “Commencement of Construction” shall mean material and substantial work on the Project pursuant to Required Permits such as installation of footings and foundations and shall not be deemed to occur as a result of mere excavation work.

No Commencement. Subject to Force Majeure the terms and after offering in writing to meet with Company to discuss Company’s failure to commenceconditions of Section 19, if Company Developer has not commenced construction of the Project within one hundred fifty ninety (15090) days after the Closing Date, then, at any time until Company Developer commences construction of the Project, City Town may elect, in addition to any other legal and equitable remedies available to CityTown, to (i) unilaterally terminate this AgreementAgreement and all Ancillary Agreements; and (ii) re-enter the Project Site and exercise its Power of Termination and cause title to the Site Office Building Parcel and Multi-Family Parcel to re-vest in Building Corp.; and (iii) terminate the RDCDeclaration and the Garage Lease; in each case, without any liability or obligation to CompanyDeveloper or Project Lender. The Power of Termination and foregoing rights shall be deemed exercised upon delivery to Company Developer of Notice written notice delivered at any time after such one hundred fifty ninety (15090) day period but prior to Commencement commencement of Construction (as defined herein below) of construction. Such notice shall be accompanied by the ProjectDivestiture Payment and such notice may be recorded by Town contemporaneously with, or at any time after, its delivery to Developer. Upon delivery of such Notice notice and payment of the applicable Divestiture Payment [$1.00] to CompanyDeveloper, Company Developer shall surrender possession of the Project Site to RDC Building Corp and title to to, and all estates in, the Site Garage Parcel, Office Building Parcel and Multi-Family Parcel shall terminate and the Office Building Parcel and Multi-Family Parcel shall automatically, and without further action, re-vest in the RDC; provided, however, if title to the property cannot automatically vest in the RDC, Company acknowledges and agrees that it shall execute a limited warranty deed and take all other required action under the Laws or by the Title Insurer to reconvey the Site to the RDC. Building Corp. Any such re-vesting shall be free and clear of the Project Loan and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than those then existing upon Building Corp.'s delivery of the Office Building Parcel Deed and Multi-Family Parcel Deed, and Project Lender shall immediately prior to Closingexecute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the Office Building Parcel or Multi-Family Parcel whether or not such instruments are released and extinguished by operation of law. No delay or failure by City Bodies Town to enforce any of the covenants, conditions, reservations and rights contained in this Section 13(a) Agreement, or to invoke any available remedy with respect to an Event of Default by Company Developer shall under any circumstances be deemed or held to be a waiver by City Bodies Town of the right to do so thereafter, or an estoppel of City Bodies Town to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. For purposes of this Section 13(a14(a), “Commencement commencement of Construction” construction shall mean material and substantial work on the Project pursuant related to Required Permits the construction of the Project such as demolition of existing structures, earthwork, installation of footings footings, foundations, and foundations infrastructure. The foregoing terms shall be incorporated into the Multi-Party Agreement, the Declaration, the Multi-Family Parcel Deed and shall not be deemed to occur as a result of mere excavation workthe Office Building Parcel Deed.

No Commencement. Subject to Force Majeure the terms and after offering in writing to meet with Company to discuss Company’s failure to commenceconditions of Section 22, if Company Developer has not commenced construction of the Project within one hundred fifty sixty (15060) days after the Closing Date, then, at any time until Company Developer commences construction of the Project, City Town may elect, in addition to any other legal and equitable remedies available to CityTown, to (i) unilaterally terminate this AgreementAgreement and all Ancillary Agreements; and (ii) re-enter the Project Site and exercise its Power of Termination and cause title to the Site MOB Parcel to re-vest in Building Corp.; and (iii) terminate the RDCGarage Lease and Developer’s leasehold estate in the Garage and Garage Parcel pursuant to the Garage Lease; in each case, without any liability or obligation to CompanyDeveloper or Project Lender. The Prior to making the above election, Town first must enter an agreement with, and reasonably acceptable to, the owner of the Xxxxxx Building in which the Town agrees: (i) to construct the Garage or restore the surface parking lot; (ii) to provide temporary parking for the Xxxxxx Building consistent with this Agreement if not available in the surface parking lot; and (iii) if the Garage is constructed, to provide permanent parking for the Xxxxxx Building within the Garage at no cost to the owner , of the Xxxxxx Building and its employees, tenants and invitees (the "Termination Agreement"). Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Company Developer of Notice written notice delivered at any time after such one hundred fifty sixty (15060) day period but prior to Commencement commencement of Construction (as defined herein below) of construction. Such notice shall be accompanied by the ProjectDivestiture Payment and such notice may be recorded by Building Corp. contemporaneously with, or at any time after, its delivery to Developer. Upon delivery of such Notice notice and payment of the applicable Divestiture Payment [$1.00] to CompanyDeveloper, Company Developer shall surrender possession of the Site MOB Parcel and the Garage Parcel to RDC Building Corp. and title to to, and all estates in, the Site Garage Lease shall terminate and the MOB Parcel shall automatically, and without further action, re-vest in the RDC; provided, however, if title to the property cannot automatically vest in the RDC, Company acknowledges and agrees that it shall execute a limited warranty deed and take all other required action under the Laws or by the Title Insurer to reconvey the Site to the RDC. Building Corp. Any such re-vesting shall be free and clear of the Project Loan and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than those existing immediately prior to ClosingBuilding Corp.’s delivery of the MOB Parcel Deed to Developer, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the MOB Parcel whether or not such instruments are deemed released and/or extinguished by operation of law. No delay or failure by City Town Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 13(a) 17(a), or to invoke any available remedy with respect to an Event of Default by Company Developer shall under any circumstances be deemed or held to be a waiver by City Town Bodies of the right to do so thereafter, or an estoppel of City Town Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. For purposes of this Section 13(a17(a), “Commencement commencement of Constructionconstruction” shall mean material and substantial work on the Project pursuant Site related to Required Permits the construction of the Project such as Site Work, demolition of the KFC Building, and installation of footings footings, foundations, and foundations infrastructure and shall not be deemed to occur as a result of mere excavation work. The foregoing terms shall be incorporated into the Garage Lease, the Multi-Party Agreement, the Garage Parcel Deed, and the MOB Parcel Deed.

No Commencement. Subject to Force Majeure the terms and after offering in writing to meet with Company to discuss Company’s failure to commenceconditions of Section 22, if Company Developer has not commenced construction of the Project within one hundred fifty sixty (15060) days after the Closing Date, then, at any time until Company Developer commences construction of the Project, City may elect, in addition to any other legal and equitable remedies available to City, to to (i) unilaterally terminate this AgreementAgreement and all Ancillary Agreements; and (ii) re-enter the Project Site and exercise its Power of Termination and cause title to the Site Mixed-Use Parcel to vest in Building Corp.; and (iii) unilaterally terminate the RDCAncillary Documents, including, without limitation, Developer’s interest in and under the Garage Lease and Developer’s leasehold estate in the Garage and Garage Parcel pursuant to the Garage Lease; in each case, without any liability or obligation to CompanyDeveloper or Project Lender. The Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Company Developer of Notice written notice delivered at any time after such one hundred fifty sixty (15060) day period but prior to Commencement commencement of Construction (as defined herein below) of construction. Such notice shall be accompanied by the ProjectDivestiture Payment and such notice may be recorded by Building Corp. contemporaneously with, or at any time after, its delivery to Developer. Upon delivery of such Notice notice and payment of the applicable Divestiture Payment to CompanyDeveloper, Company Developer shall surrender possession of the Site Mixed-Use Parcel and the Garage Parcel to RDC Building Corp. and title to to, and all estates of Developer in, the Site Garage Lease shall terminate, and the Mixed-Use Parcel and Developer’s leasehold estate in the Garage Parcel shall automatically, and without further action, re-vest in the RDC; provided, however, if title to the property cannot automatically vest in the RDC, Company acknowledges and agrees that it shall execute a limited warranty deed and take all other required action under the Laws or by the Title Insurer to reconvey the Site to the RDC. Building Corp. Any such re-vesting shall be free and clear of the Project Loan and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than those existing immediately prior to ClosingBuilding Corp.’s or RDC’s delivery of the Public Land Deed to Developer, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the Mixed-Use Parcel whether or not such instruments are deemed released and/or extinguished by operation of law. No delay or failure by City Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 13(a) 17(a), or to invoke any available remedy with respect to an Event of Default by Company Developer shall under any circumstances be deemed or held to be a waiver by City Bodies of the right to do so thereafter, or an estoppel of City Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. For purposes of this Section 13(a17(a), “Commencement commencement of Constructionconstruction” shall mean material and substantial work on the Project Site related to the construction of the Project pursuant to Required Permits such as demolition of the existing buildings together with, installation of footings footings, foundations, and foundations infrastructure and shall not be deemed to occur as a result of mere excavation work. The foregoing terms shall be incorporated into the Garage Lease, the Multi-Party Agreement, the Public Land Deed, and the Garage Parcel Deed. Further, such terms shall encumber the entire Mixed-Use Parcel notwithstanding whether such language has been incorproated into each individual deed for parcels comprising the Mixed-Use Parcel prior to the Plat’s recordation.

No Commencement. Subject If Developer fails to Force Majeure and after offering in writing to meet with Company to discuss Company’s failure to commence, if Company has not commenced construction Commence Construction of the Project within one hundred fifty sixty (15060) days after the Closing Date, thenDate and delay does not result from a breach or failure of the City or RDC to perform hereunder, at any time until Company commences construction Developer Commences Construction of the Project, City and RDC may elect, in addition to any other legal and equitable remedies available to Cityas their sole remedy hereunder, to (i) unilaterally terminate this AgreementAgreement and all Ancillary Agreements; and (ii) subject to the delivery of the Divestiture Payment, re-enter the Office Site and exercise its Power of Termination and cause title to the Office Site to vest in RDC; and (iii) unilaterally terminate the RDCAncillary Agreements and Construction Easements; in each case, without any liability or obligation to CompanyDeveloper or Project Lender. The Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Company Developer of Notice written notice delivered at any time after such one hundred fifty sixty (15060) day period but prior to Commencement of Construction (as defined herein below) of the Projecttime that Developer Commences Construction. Such notice shall be accompanied by the Divestiture Payment and such notice may be recorded by RDC contemporaneously with, or at any time after, its delivery to Developer. Upon delivery of such Notice to Companynotice and payment of the Divestiture Payment, Company Developer shall surrender possession of the Office Site to RDC RDC, and title to the Office Site shall automatically, and without further action, re-vest in the RDC; provided, however, if title to the property cannot automatically vest in the RDC, Company acknowledges and agrees that it shall execute a limited warranty deed and take all other required action under the Laws or by the Title Insurer to reconvey the Site to the RDC. Any such re-vesting shall be free and clear of any the Project Loan (subject to the terms of the Multi-Party Agreement) and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than (i) those existing to which title was subject upon RDC's delivery of the Office Site Deed to Developer, including Permitted Exceptions and the Declaration, and (ii) those easements and agreements for utilities, drainage, sewer and other development related matters obtained after Closing for the benefit of the Office Site in order to facilitate the Project, and Project Lender shall immediately prior execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the Office Site whether or not such instruments are deemed released and/or extinguished by operation of law, subject to Closingthe terms of the Multi-Party Agreement. No delay or failure by City Bodies or RDC to enforce any of the covenants, conditions, reservations and rights contained in this Section 13(a) 17.01, or to invoke any available remedy with respect to an Event of Default by Company Developer shall under any circumstances be deemed or held to be a waiver by City Bodies or RDC of the right to do so thereafter, or an estoppel of City Bodies or RDC to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. For purposes of this Section 13(a), “Commencement of Construction” 17.01. The foregoing terms shall mean material and substantial work on be incorporated into the Project pursuant to Required Permits such as installation of footings and foundations and Office Site Deed. The foregoing terms shall not be deemed to occur as a result of mere excavation workincorporated into the Office Site Deed.

No Commencement. Subject to Force Majeure the terms and after offering in writing to meet with Company to discuss Company’s failure to commenceconditions of Section 22, if Company Developer has not commenced construction of the Project within one hundred fifty ninety (15090) days after the Closing Date, then, at any time until Company Developer commences construction of the Project, City may elect, in addition to any other legal and equitable remedies available to City, to (i) unilaterally terminate this AgreementAgreement and all Ancillary Agreements; and (ii) re-enter the Project Site and exercise its Power of Termination and cause title to the Site Mixed-Use Condominium Units to vest in CDC; and (iii) unilaterally terminate the RDCAncillary Documents, including, without limitation, Developer’s interest in and under the Garage Lease and Developer’s leasehold estate in the Garage and Garage Condominium Unit pursuant to the Garage Lease; in each case, without any liability or obligation to CompanyDeveloper or Project Lender. The Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Company Developer of Notice written notice delivered at any time after such one hundred fifty sixtyninety (1506090) day period but prior to Commencement commencement of Construction (as defined herein below) of construction. Such notice shall be accompanied by the ProjectDivestiture Payment and such notice may be recorded by CDC contemporaneously with, or at any time after, its delivery to Developer. Upon delivery of such Notice notice and payment to CompanyProject Lender of the Divestiture Payment, Company Developer shall surrender possession of the Site Mixed-Use Condominium Units to RDC CDC and title to to, and all estates of Developer in, the Site Garage Lease shall terminate, and the Mixed-Use Condominium Units and Developer’s leasehold estate in the Garage Condominium Unit shall automatically, and without further action, re-vest in the RDC; provided, however, if title to the property cannot automatically vest in the RDC, Company acknowledges and agrees that it shall execute a limited warranty deed and take all other required action under the Laws or by the Title Insurer to reconvey the Site to the RDC. CDC Any such re-vesting shall be free and clear of the Project Loan and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than those existing immediately prior to ClosingCDC’s or RDC’s delivery of the Public Land Deed to Developer, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the Mixed-Use Condominium Units whether or not such instruments are deemed released and/or extinguished by operation of law. No delay or failure by City Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 13(a) 17(a), or to invoke any available remedy with respect to an Event of Default by Company Developer shall under any circumstances be deemed or held to be a waiver by City Bodies of the right to do so thereafter, or an estoppel of City Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. For purposes of this Section 13(a17(a), “Commencement commencement of Constructionconstruction” shall mean material and substantial work on the Project Site related to the construction of the Project pursuant to Required Permits such as demolition of the existing buildings together with, installation of footings footings, foundations, and foundations infrastructure and shall not be deemed to occur as a result of mere excavation work. The foregoing terms shall be incorporated into the Garage Lease, the Multi-Party Agreement and the Public Land Deed. Further, such terms shall encumber the entire Mixed-Use Condominium Units notwithstanding whether such language has been incorporated into each individual deed for parcels comprising the Mixed-Use Condominium Units prior to the Plat’s recordation.

No Commencement. Subject to Force Majeure the terms and after offering in writing to meet with Company to discuss Company’s failure to commenceconditions of Section 22, if Company Developer has not commenced construction of the Project within one hundred fifty ninety (15090) days after the Closing Date, then, at any time until Company Developer commences construction of the Project, City may elect, in addition to any other legal and equitable remedies available to City, to (i) unilaterally terminate this AgreementAgreement and all Ancillary Agreements; and (ii) re-enter the Project Site and exercise its Power of Termination and cause title to the Site Mixed-Use Condominium Units to vest in CDC; and (iii) unilaterally terminate the RDCAncillary Documents, including, without limitation, Developer’s interest in and under the Garage Lease and Developer’s leasehold estate in the Garage and Garage Condominium Unit pursuant to the Garage Lease; in each case, without any liability or obligation to CompanyDeveloper or Project Lender. The Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Company Developer of Notice written notice delivered at any time after such one hundred fifty sixty (15060) day period but prior to Commencement commencement of Construction (as defined herein below) of construction. Such notice shall be accompanied by the ProjectDivestiture Payment and such notice may be recorded by CDC contemporaneously with, or at any time after, its delivery to Developer. Upon delivery of such Notice notice and payment to CompanyProject Lender of the Divestiture Payment, Company Developer shall surrender possession of the Site Mixed-Use Condominium Units to RDC CDC and title to to, and all estates of Developer in, the Site Garage Lease shall terminate, and the Mixed-Use Condominium Units and Developer’s leasehold estate in the Garage Condominium Unit shall automatically, and without further action, re-vest in the RDC; provided, however, if title to the property cannot automatically vest in the RDC, Company acknowledges and agrees that it shall execute a limited warranty deed and take all other required action under the Laws or by the Title Insurer to reconvey the Site to the RDC. CDC Any such re-vesting shall be free and clear of the Project Loan and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than those existing immediately prior to ClosingCDC’s or RDC’s delivery of the Public Land Deed to Developer, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the Mixed-Use Condominium Units whether or not such instruments are deemed released and/or extinguished by operation of law. No delay or failure by City Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 13(a) 17(a), or to invoke any available remedy with respect to an Event of Default by Company Developer shall under any circumstances be deemed or held to be a waiver by City Bodies of the right to do so thereafter, or an estoppel of City Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. For purposes of this Section 13(a17(a), “Commencement commencement of Constructionconstruction” shall mean material and substantial work on the Project Site related to the construction of the Project pursuant to Required Permits such as demolition of the existing buildings together with, installation of footings footings, foundations, and foundations infrastructure and shall not be deemed to occur as a result of mere excavation work. The foregoing terms shall be incorporated into the Garage Lease, the Multi-Party Agreement and the Public Land Deed. Further, such terms shall encumber the entire Mixed-Use Condominium Units notwithstanding whether such language has been incorporated into each individual deed for parcels comprising the Mixed-Use Condominium Units prior to the Plat’s recordation.

No Commencement. (i) Initial Project. Subject to Force Majeure the terms and after offering in writing to meet with Company to discuss Company’s failure to commenceconditions of Section 22, if Company Developer has not commenced construction of the Project Office Building or the Garage within one hundred fifty (150) days after the Closing DateDate and such delay is not directly caused by the City’s performance of City On-Site Work, then, at any time until Company Developer commences construction of the ProjectOffice Building or the Garage, City may elect, in addition to any other legal and equitable remedies available to City, to (i) unilaterally terminate this AgreementAgreement and all Ancillary Agreements; and (ii) re-enter the Project Site and exercise its Power of Termination and cause title to the Project Site to vest in Building Corp.; and (iii) unilaterally terminate the RDCAncillary Documents, including, without limitation, Developer’s interest in and under the Garage Lease and Developer’s leasehold estate in the Garage and Garage Parcel pursuant to the Garage Lease and Declaration; in each case, without any liability or obligation to CompanyDeveloper. The Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Company Developer of Notice written notice delivered at any time after such one hundred fifty (150) day period but prior to Commencement commencement of Construction (as defined herein below) construction of the ProjectOffice Building or the Garage. Upon delivery of such Notice notice to CompanyDeveloper, Company Developer shall surrender possession of the Project Site to RDC Building Corp. and title to to, and all estates of Developer in the Garage Lease shall terminate, and the Project Site shall automatically, and without further action, re-vest in the RDC; provided, however, if title to the property cannot automatically vest in the RDC, Company acknowledges and agrees that it shall execute a limited warranty deed and take all other required action under the Laws or by the Title Insurer to reconvey the Site to the RDC. Building Corp. Any such re-vesting shall be free and clear of any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than those existing immediately prior to Closing. No delay or failure by City Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 13(a) 17(a)(i), or to invoke any available remedy with respect to an Event of Default by Company Developer shall under any circumstances be deemed or held to be a waiver by City Bodies of the right to do so thereafter, or an estoppel of City Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. For purposes of this Section 13(a17(a)(i), “Commencement commencement of Constructionconstruction” shall mean material and substantial work on the Project Office Building or Garage pursuant to Required Permits such as installation of footings and foundations and shall not be deemed to occur as a result of mere excavation work. The foregoing terms shall be incorporated into the Garage Lease and the Declaration. Further, such terms shall encumber the entire Project Site; provided, however, if the Hotel Parcel has been conveyed to the Hotel Developer, this Section 17(a)(i) shall only encumber the portions of the Project Site owned by Developer.

No Commencement. Subject The parties acknowledge that (i) Developer will use commercially reasonable efforts to Force Majeure pre-lease the Project to a level and after offering on terms that Developer, in writing its sole discretion, deems acceptable, and (ii) if such pre-leasing does not occur, Developer may, in its sole discretion, elect not to meet proceed with Company the Project. If Developer fails to discuss Company’s failure to commence, if Company has not commenced construction Commence Construction of the Project within one hundred fifty thirty (15030) days after months of the Closing Execution Date, then, at any time until Company commences construction of the Project, City and RDC may elect, in addition to any other legal and equitable remedies available to Cityas their sole remedy hereunder, to (i) unilaterally terminate this AgreementAgreement and all Ancillary Agreements; and (ii) re-enter the Office Site and exercise its Power of Termination and cause title to the Site City Land to vest in RDC; and (iii) unilaterally terminate the RDCAncillary Agreements; in each case, without any liability or obligation to CompanyDeveloper or Project Lender. The Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Company Developer of Notice written notice delivered at any time after such one hundred fifty thirty (15030) day month period but prior to Commencement of Construction (as defined herein below) of the Projecttime that Developer Commences Construction. Such notice may be recorded by RDC contemporaneously with, or at any time after, its delivery to Developer. Upon delivery of such Notice notice to CompanyDeveloper and Lender, Company if applicable, Developer shall surrender possession of the Site City Land to RDC RDC, and title to the Site City Land shall automatically, and without further action, re-vest in the RDC; provided, however, if title to the property cannot automatically vest in the RDC, Company acknowledges and agrees that it shall execute a limited warranty deed and take all other required action under the Laws or by the Title Insurer to reconvey the Site to the RDC. Any such re-vesting shall be free and clear of any the Project Loan (subject to the terms of the Multi-Party Agreement) and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than (i) those existing to which title was subject upon RDC's delivery of the City Land Deed to Developer, including Permitted Exceptions, and (ii) those easements and agreements for utilities, drainage, sewer and other development related matters obtained after Closing for the benefit of the Office Site in order to facilitate the Project, and Project Lender shall immediately prior execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the City Land whether or not such instruments are deemed released and/or extinguished by operation of law, subject to Closingthe terms of the Multi-Party Agreement. No delay or failure by City Bodies or RDC to enforce any of the covenants, conditions, reservations and rights contained in this Section 13(a) 17.01, or to invoke any available remedy with respect to an Event of Default by Company Developer shall under any circumstances be deemed or held to be a waiver by City Bodies or RDC of the right to do so thereafter, or an estoppel of City Bodies or RDC to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. For purposes of this Section 13(a), “Commencement of Construction” 17.01. The foregoing terms shall mean material and substantial work on be incorporated into the Project pursuant to Required Permits such as installation of footings and foundations and shall not be deemed to occur as a result of mere excavation workCity Land Deed.

No Commencement. Subject to Force Majeure the terms and after offering in writing to meet with Company to discuss Company’s failure to commenceconditions of Section 22, if Company Developer has not commenced construction of the Project within one hundred fifty ninety (15090) days after the Closing Date, then, at any time until Company Developer commences construction of the Project, City may elect, in addition to any other legal and equitable remedies available to City, to (i) unilaterally terminate this AgreementAgreement and all Ancillary Agreements; and (ii) re-enter the Project Site and exercise its Power of Termination and cause title to the Site Mixed-Use Condominium Units to vest in CDC; and (iii) unilaterally terminate the RDCAncillary Documents, including, without limitation, Developer’s interest in and under the Garage Lease and Developer’s leasehold estate in the Garage and Garage Condominium Unit pursuant to the Garage Lease; in each case, without any liability or obligation to CompanyDeveloper or Project Lender. The Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Company Developer of Notice written notice delivered at any time after such one hundred fifty ninety (15090) day period but prior to Commencement commencement of Construction (as defined herein below) of construction. Such notice shall be accompanied by the ProjectDivestiture Payment and such notice may be recorded by CDC contemporaneously with, or at any time after, its delivery to Developer. Upon delivery of such Notice notice and payment to CompanyProject Lender of the Divestiture Payment, Company Developer shall surrender possession of the Site Mixed-Use Condominium Units to RDC CDC and title to to, and all estates of Developer in, the Site Garage Lease shall terminate, and the Mixed-Use Condominium Units and Developer’s leasehold estate in the Garage Condominium Unit shall automatically, and without further action, re-vest in the RDC; provided, however, if title to the property cannot automatically vest in the RDC, Company acknowledges and agrees that it shall execute a limited warranty deed and take all other required action under the Laws or by the Title Insurer to reconvey the Site to the RDC. CDC Any such re-vesting shall be free and clear of the Project Loan and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than those existing immediately prior to ClosingCDC’s or RDC’s delivery of the Public Land Deed to Developer, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the Mixed-Use Condominium Units whether or not such instruments are deemed released and/or extinguished by operation of law. No delay or failure by City Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 13(a) 17(a), or to invoke any available remedy with respect to an Event of Default by Company Developer shall under any circumstances be deemed or held to be a waiver by City Bodies of the right to do so thereafter, or an estoppel of City Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. For purposes of this Section 13(a17(a), “Commencement commencement of Constructionconstruction” shall mean material and substantial work on the Project Site related to the construction of the Project pursuant to Required Permits such as demolition of the existing buildings together with, installation of footings footings, foundations, and foundations infrastructure and shall not be deemed to occur as a result of mere excavation work. The foregoing terms shall be incorporated into the Garage Lease, the Multi-Party Agreement and the Public Land Deed. Further, such terms shall encumber the entire Mixed-Use Condominium Units notwithstanding whether such language has been incorporated into each individual deed for parcels comprising the Mixed-Use Condominium Units prior to the Plat’s recordation.