No Fault of Parties. (a) The following events constitute a basis for a Party to terminate this Agreement without the fault of the other:
(1) The Developer, despite good faith and diligent efforts, is unable to obtain commitments for all financing needed to acquire and develop the Property.
(2) The City, despite good faith and diligent efforts, is unable to convey the Property to the Developer, and the Developer is otherwise entitled to such conveyance.
(3) The Developer, despite good faith and diligent efforts, is unable to obtain the City's approval of the Financing Plan or the Construction Plans, or obtain all discretionary approvals necessary to develop the Development.
(b) Upon the happening of the above-described event and at the election of either Party, this Agreement may be terminated by written notice to the other Party. After such termination of this Agreement, neither Party will have any rights against, or liability to, the other under this Agreement, except that the indemnification provisions of this Agreement will survive such termination and remain in full force and effect.
No Fault of Parties. (a) The following events constitute a basis for a Party to terminate this Agreement without the fault of either Party:
(i) Developer, despite good faith efforts, is unable to obtain any "will serve" letters within the time and in the manner specified in Section 2.2(e)(ii) above.
(ii) NPS, despite using best efforts, is unable, due to causes beyond its control and without its fault or negligence, including (without limitation) Force Majeure and acts of governmental bodies other than NPS, to convey the leasehold interest in the Premises to Developer within the time and in the manner specified for the Lease Execution Date in the Schedule of Performance (Lease Execution Date or Phased Improvement Milestone), and Developer is otherwise entitled to such conveyance.
(iii) A termination by Developer pursuant to Section 3.1 above.
(b) Upon the happening of an event described in Section 9.2(a) above, and at the election of either Party, this Agreement may be terminated by written notice to the other Party.
(c) After a termination pursuant to this Section 9.2, any costs incurred by a Party in connection with this Agreement and the Project must be completely borne by such Party and neither Party will have any rights against or liability to the other, except the delivery of plans and documents as set forth in this Agreement and those provisions of this Agreement that recite that they survive termination of this Agreement.
No Fault of Parties. The following events constitute a basis for a party to terminate this Agreement without the fault of the other:
(a) The Developer, despite good faith and diligent efforts, is unable to obtain commitments for all financing and tax credit equity needed to acquire and develop the Property.
(b) The County, despite good faith and diligent efforts, is unable to convey the Property to the Developer and the Developer is otherwise entitled to such conveyance.
(c) The Developer, despite good faith and diligent efforts, is unable to obtain the County's approval of the County Documents, the Project Documents, the Financing Plan, the Management Plan or obtain Governmental Approvals necessary to develop the Improvements.
(d) Upon the happening of the above-described event and at the election of either party, this Agreement may be terminated by written notice to the other party. After such termination of this Agreement, neither party will have any rights against, or liability to, the other under this Agreement, except that the indemnification provisions of this Agreement will survive such termination and remain in full force and effect.
No Fault of Parties. 10.2.1 The following events constitute a basis for a Party to terminate this Agreement as provided herein as to the Site or Phase or portion thereof without the fault of the other:
a. By the City or the Agency, if the Developer, despite good faith efforts, is unable to satisfy one or more of the conditions set forth in Article 3 within the time and in the manner specified in the applicable sections(s) of Article 3.
b. By the Developer, if the City or the Agency, despite good faith efforts, is unable to satisfy one or more of the conditions set forth in Article 4 within the time and in the manner specified in the applicable section(s) of Article 4.
c. By the Developer or the Agency, if the Developer, despite good faith efforts, is unable to obtain the Development Approvals necessary for the development of the Improvements within the time and in the manner specified in this Agreement.
10.2.2 Upon the happening of an event described in Section 10.2.1, and at the election of the Party identified in Section 10.2.1, this Agreement may be terminated as to the Site or any Phases of the Site for which the Close of Escrow has not occurred by at least thirty (30) days' written notice to the other Party; provided, that notwithstanding the foregoing, prior to termination of this Agreement pursuant to this Section 10.2, the Parties shall meet in good faith to discuss alternative approaches to satisfying the Developer precondition or accomplishing the Agency conveyance, as the case may be, and provided further, that prior to termination of this Agreement by the Agency pursuant to this Section 10.2, the Agency Board, at the request of the Developer, shall hold a public hearing (with reasonable notice to and opportunity for the Developer to be heard) on the decision to terminate this Agreement and consideration of the reasons therefore and alternatives to termination, including, without limitation, opportunities available to continue or mutually renegotiate the terms of this Agreement to avoid such termination.
10.2.3 After a termination pursuant to this Section 10.2, any costs incurred by a Party in connection with this Agreement and the Cypress Knolls Project shall be completely borne by such Party and neither Party shall have any rights against or liability to the other, except with respect to the return of Developer's portion of the cost of the California Avenue Extension Project pursuant to Section 2.3, the delivery of plans and documents as set forth in Section 10.7 ...
No Fault of Parties. The following events constitute a basis for a party to terminate this Agreement without the fault of the other:
(a) The Commission, despite good faith and diligent efforts, is unable to obtain financing sufficient to complete the Remediation Work;
(b) The Commission, despite good faith and diligent efforts, is unable to secure sufficient funds to pay for the construction of the Infrastructure Improvements.
(c) The Commission, despite good faith and diligent efforts, is unable to convey the Master Development Site or a particular Developer Parcel to a Developer and the Developer is otherwise entitled to such conveyance.
(d) Subject to Section 6.6(e) and 5.1(c), the Commission, despite good faith and diligent efforts, is unable to complete the Remediation Work as part of the Predevelopment Component.
(e) Subject to Section 6.8(d) and 5.1(c), the Commission, despite good faith and diligent efforts, is unable to complete the Scope of Infrastructure Work as part of the Predevelopment Component.
(f) A Developer, despite good faith and diligent efforts, is unable to obtain the Commission's approval of the applicable Financing Plan, or obtain Governmental Approvals necessary to develop the applicable Development Improvements.
(g) As it relates to the Phase II Parcels, the parties are unable to agree upon a mutually acceptable Phase II DDA prior to the termination of the Negotiating Period.
(h) Upon the happening of the above-described event and at the election of either party, this Agreement may be terminated by written notice to the other party. After such termination of this Agreement, no party will have any rights against or liability to the other under this Agreement, except that the indemnification provisions of this Agreement will survive such termination and remain in full force and effect.
No Fault of Parties. (a) The following events constitute a basis for a Party to terminate this Agreement prior to the Closing without the fault of the other:
(1) The Developer, despite good faith and diligent efforts, is unable to satisfy all of the conditions precedent to the City's obligation to execute the Ground Lease set forth in ARTICLE 5 by the dates set forth in the Schedule of Performance;
(2) The City and the Developer, despite good faith and diligent efforts, are unable to execute the Ground Lease by the dates set forth in the Schedule of Performance;
(b) Upon the happening of any of the above-described events, and at the election of either party, the electing party shall first notify the non-electing party in writing of the electing party’s intention to terminate this Agreement, giving the non-electing party thirty (30) days from receipt of such notice to cure or, if cure cannot be accomplished within thirty (30) days, to commence to cure such breach, failure, or act. In the event the non-electing party does not then so cure within said thirty (30) days, or if the breach or failure is of such a nature that it cannot be cured within thirty (30) days, and thereafter diligently completes such cure within a reasonable time thereafter but in no event later than ninety (90) days, then this Agreement may be terminated. After termination, neither party shall have any rights against or liability to the other under this Agreement
No Fault of Parties. (a) The following events constitute a basis for a Party to terminate this Agreement without the fault of the other party:
(1) The Developer, despite good faith and diligent efforts (as reasonably determined by the Agency), is unable to satisfy all of the conditions precedent to the Agency's obligation to fund the Agency Contribution as set forth herein.
(b) Upon the happening of an event described in this Section 6.2, and at the election of either Party, this Agreement may be terminated by written notice to the other Party.
(c) After a termination pursuant to this Section 6.2, any costs incurred by a Party in connection with this Agreement and the Project shall be completely borne by such Party and neither Party shall have any rights against or liability to the other, except as to those provisions of this Agreement that recite that they survive termination of this Agreement.
No Fault of Parties.
(a) The following events constitute a basis for a Party to terminate this Agreement prior to the Closing without the fault of the other:
(1) The Developer provides written notice to the Agency on or prior to June 1, 2011, that the Developer elects not to proceed with the construction of the Development for any or no reason and will instead terminate this Agreement.
(2) The Developer, despite good faith efforts, is unable to meet the preconditions to the Closing set forth in Article 2 within the time and in the manner specified in Article 2.
(3) The Agency, despite good faith efforts, is unable to convey the Property to the Developer within the time and in the manner specified in Article 3, and the Developer is otherwise entitled to such conveyance.
(b) Upon the happening of an event described in Section 10.2(a), and at the election of either Party, this Agreement may be terminated by written notice to the other Party. After termination, any costs incurred by a Party in connection with this Agreement and the Development shall be completely borne by such Party and neither Party shall have any rights against or liability to the other neither Party, except:
(1) If the termination occurs pursuant to Section 10.2(a)(1)or (2) above, the Agency shall retain the Deposit, and any interest earned thereon.
(2) If the termination occurs pursuant to Section 10.2(a)(3) above, the Agency shall release the Deposit, including any interest earned thereon, to the Developer within ten (10) business days of the written notice of termination;
(3) The Developer shall deliver to the Agency the plans and documents as set forth in Section 10.7; and
(4) Those provisions of this Agreement that recite that they survive termination of this Agreement shall remain in full force and effect.
No Fault of Parties. The following events constitute a basis for a party to terminate this Agreement without the fault of the other:
(a) The County, despite good faith and diligent efforts, is unable to convey the Property to the Developer and the Developer is otherwise entitled to such conveyance.
(b) The Developer, despite good faith and diligent efforts, is unable to obtain the County's approval of the Project Financing Plan, provide evidence of the availability of the financing, or obtain the Subsequent Approvals necessary to develop the Improvements. Upon the happening of an above-described event and at the election of either party, this Agreement may be terminated by written notice to the other party. After such termination of this Agreement, neither party shall have any rights against or liability to the other under this Agreement, except that the indemnification provisions of this Agreement shall survive such termination and remain in full force and effect.
No Fault of Parties. The following events constitute a basis for a Party to terminate this Agreement without the fault of the other:
(a) The Developer disapproves the condition of the Property within the Due Diligence Period, or there shall have been an adverse change in the condition of the Property, or discovery of a physical condition that would adversely interfere with the development of the Development since the conclusion of the Due Diligence Period but prior to the Closing; or
(b) The Conditions Precedent to the Closing have not been satisfied (or waived by the Party benefitted by such Conditions Precedent) on or before the time set forth in the Schedule of Performance. Upon the happening of any of the above-described events the City and the Developer shall meet in good faith within ten (10) days of either Party giving notice to the other of the above conditions to determine whether a mutually acceptable amendment to this Agreement and/or modification to the scope of development for the Development is feasible. If the City and the Developer are unable to agree on a mutually satisfactory modification, the parties may agree to terminate this Agreement, and at the election of either Party, this Agreement may be terminated by written notice to the other Party. After termination, neither Party shall have any rights against or liability to the other under this Agreement.
