Common use of Remedies – Liability Clause in Contracts

Remedies – Liability. (a) If, in the Village’s judgment, the Developer is in material default of this Agreement for any phase of the Project, the Village shall provide the Developer with a written statement indicating any failure on the Developer’s part to fulfill its obligations under this Agreement. Except as required to protect against further damages, the Village may not exercise any remedies against the Developer in connection with such failure until thirty (30) days after giving such notice so that the Developer will have the opportunity to cure any claimed material default within such thirty (30) day period. If such default cannot be cured within such thirty (30) day period, such thirty (30) days period shall be extended for such time as is reasonably necessary for the curing of the same, so long as the Developer diligently proceeds with such cure; if such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Agreement. A default not cured as provided above shall constitute a breach of this Agreement. Any failure or delay by the Village in asserting any of its rights or remedies as to any default or alleged default or breach shall not operate as a waiver of any such default or breach of any rights or remedies it may have as a result of such default or breach. (b) If the Developer materially fails to fulfill its obligations under this Agreement after notice is given by the Village and any cure periods described in paragraph (a) above have expired, the Village may elect to terminate its obligations under this Agreement or exercise any right or remedy it may have at law or in equity, including the right to specifically enforce the terms and conditions of this Agreement. (c) If any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act shall be filed by or against the Developer, or any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare the Developer insolvent or unable to pay the Developer’s debts, or the Developer makes as assignment for the benefit of its creditors, or a trustee or receiver appointed for the Developer or for the major part of any of the Developer’s property, and the same is not dismissed or stayed within one hundred twenty (120) days, the Village may elect, to the extent such election is permitted by law and is not unenforceable under applicable federal bankruptcy laws, but is not required, with or without notice of such election and with or without entry or other action by the Village, to forthwith terminate this Agreement. To effect the Village’s termination of this Agreement under this Section, the Village’s sole obligation shall be to record, in the Office of the Kane County Recorder, a Certificate of Default, executed by the President of the Village or such other person as shall be designated by the Village, stating that this Agreement is terminated pursuant to the provisions of this Section, in which event this Agreement, by virtue of the recording of such certificate, shall ipso facto automatically terminate and be of no further force and effect. (d) If, in the Developer’s judgment, the Village is in material default of this Agreement, the Developer shall provide the Village with a written statement indicating in adequate detail any failure on the Village’s part to fulfill its obligations under this Agreement. The Developer may not exercise any remedies against the Village in connection with such failure until thirty (30) days after giving such notice to that the Village will have the opportunity to cure any claimed material default within such thirty (30) day period. If such default cannot be cured within such thirty (30) day period, such thirty (30) day period shall be extended for such time as is reasonably necessary for the curing of the same, so long as the Village diligently proceeds with such cure; if such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Agreement. If any default on the part of the Village remains uncured after the expiration of the applicable cure period, then, subject to the provisions of Section 14(f) below, the Developer may exercise its rights arising as a result of such Village default as provided under Illinois law or in equity. Any failure or delay by the Developer in asserting any of its rights or remedies as to any default or any alleged default or breach shall not operate as a waiver of any such default or breach of any rights or remedies it may have as a result of such default or breach.

Remedies – Liability. (a) If, in the VillageCity’s judgment, the Developer is in material default of this Agreement for any phase of the ProjectAgreement, the Village City shall provide the Developer with a written statement indicating in adequate detail any failure on the Developer’s part to fulfill its obligations under this Agreement. Except as required to protect against further damages, the Village City may not exercise any remedies against the Developer in connection with such failure until thirty (30) days after giving such notice so that the Developer will have the opportunity to cure any claimed material default within such thirty (30) day period. If such default cannot be cured within such thirty (30) day period, such thirty (30) days period shall be extended for such time as is reasonably necessary for the curing of the same, so long as the Developer diligently proceeds with such cure; if such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Agreementnotice. A default not cured as provided above shall constitute a breach of this AgreementAgreement unless the City grants the Developer additional time to accomplish the cure. Any failure or delay by the Village City in asserting any of its rights or remedies as to any default or alleged default or breach shall not operate as a waiver of any such default or breach of any rights or remedies it may have as a result of such default or breach. (b) If the Developer materially fails to fulfill its obligations under this Agreement after notice is given by the Village City and any cure periods described in paragraph (a) above have expired, the Village City may elect to terminate its obligations under this Agreement or exercise any right or remedy it may have at law or in equity, including the right to specifically enforce the terms and conditions of this Agreement. (c) . If any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act shall be filed by or against the Developer, or any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare the Developer insolvent or unable to pay the Developer’s debts, or the Developer makes as assignment for the benefit of its creditors, or a trustee or receiver is appointed for the Developer or for the major part of any of the Developer’s property, and the same is not dismissed or stayed within one hundred twenty (120) days, the Village City may elect, to the extent such election is permitted by law and is not unenforceable under applicable federal bankruptcy laws, but is not required, with or without notice of such election and with or without entry or other action by the VillageCity, to forthwith terminate this Agreement. To effect the Village’s termination of this Agreement under this Section, the Village’s sole obligation shall be to record, in the Office of the Kane County Recorder, a Certificate of Default, executed by the President of the Village or such other person as shall be designated by the Village, stating that this Agreement is terminated pursuant to the provisions of this Section, in which event this Agreement, by virtue of the recording of such certificate, shall ipso facto automatically terminate and be of no further force and effect. (dc) If, in the Developer’s judgment, the Village City is in material default of this Agreement, the Developer shall provide the Village City with a written statement indicating in adequate detail any failure on the VillageCity’s part to fulfill its obligations under this Agreement. The Developer may not exercise any remedies against the Village City in connection with such failure until thirty (30) days after giving such notice to that the Village will have the opportunity to cure any claimed material notice. A default within such thirty (30) day period. If such default cannot be cured within such thirty (30) day period, such thirty (30) day period shall be extended for such time as is reasonably necessary for the curing of the same, so long as the Village diligently proceeds with such cure; if such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Agreement. If any default on the part of the Village remains uncured after the expiration of the applicable cure period, then, subject to the provisions of Section 14(f) below, the Developer may exercise its rights arising as a result of such Village default as provided under Illinois law or in equity. Any failure or delay by the Developer in asserting any of its rights or remedies as to any default or any alleged default or breach shall not operate as a waiver of any such default or breach of any rights or remedies it may have as a result of such default or breach. (d) In addition to any other rights or remedies, a party may institute legal action against the other party to cure, correct or remedy any default, or to obtain any other remedy consistent with the purpose of this Agreement, either at law or in equity, including, but not limited to the equitable remedy of an action for specific performance; provided, however, no recourse under or upon any obligation contained herein or for any claim based thereon shall be had against the City, its officers, agents, attorneys, representatives or employees in any amount or in excess of any specific sum agreed to be paid by the City hereunder, and no liability, right or claim at law or in equity shall be attached to or incurred by the City, its officers, agents, attorneys, representatives or employees in any amount in excess of any specific sums agreed by the City to be paid hereunder and any such claim is hereby expressly waived and released as a condition of and as consideration for the execution of this Agreement by the City. Notwithstanding the foregoing, in the event either party shall institute legal action against the other party because of a breach of any agreement or obligation contained in this Agreement, the prevailing party shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees, incurred in connection with such action.

Remedies – Liability. (a) A. If, in the Village’s judgment, the Developer is in material default of this Agreement for any phase of the ProjectAgreement, the Village shall provide the Developer with a written statement indicating any failure on the Developer’s part to fulfill its obligations under this Agreement. Except as required to protect against further damages, the Village may not exercise any remedies against the Developer in connection with such failure until thirty (30) days after giving such notice so that the Developer will have the opportunity to cure any claimed material default within such thirty (30) day periodnotice. If such default cannot be cured within such thirty (30) day period, such thirty (30) days period shall be extended for such time as is reasonably necessary for the curing of the same, so long as the Developer diligently proceeds with such cure; if such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Agreement. A default not cured as provided above shall constitute a breach of this Agreement. Any failure or delay by the Village in asserting any of its rights or remedies as to any default or alleged default or breach shall not operate as a waiver of any such default or breach of any rights or remedies it may have as a result of such default or breach. (b) B. If the Developer materially fails to fulfill its obligations under this Agreement after notice is given by the Village and any cure periods described in paragraph (a) above have expired, the Village may elect to terminate its obligations under this Agreement or exercise any right or remedy it may have at law or in equity, including the right to specifically enforce the terms and conditions of this Agreement. (c) C. If prior to completion of the Project, any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act shall be filed by or against the Developer, ; or any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare the Developer insolvent or unable to pay the Developer’s debts, ; or the Developer makes as an assignment for the benefit of its creditors, ; or a trustee or receiver is appointed for the Developer or for the major part of any of the Developer’s property, and the same is not dismissed or stayed within one hundred twenty (120) days, ; the Village may elect, but is not required to, terminate this Agreement with or without notice, to the extent such election is permitted by law and is not unenforceable enforceable under applicable federal bankruptcy laws. D. In addition to any other rights or remedies, a party may institute legal action against the other party to cure, correct, or remedy any default, or to obtain any other remedy consistent with the purpose of this Agreement, either at law or in equity, including, but is not requiredlimited to, with the equitable remedy of an action for specific performance; provided, however, no recourse for any claim under or without notice upon any obligation contained in this Agreement shall be had against the Village, its officers, agents, attorneys, representatives, or employees, in any amount or in excess of such election any specific sum agreed to be paid by the Village pursuant to this Agreement; and with no liability, right, or without entry claim at law or other action in equity shall be attached to or incurred by the Village, its officers, agents, attorneys, representatives, or employees in any amount in excess of any specific sums agreed by the Village to forthwith terminate this Agreement. To effect be paid hereunder, and any such claim is hereby expressly waived and released as a condition of and as consideration for the Village’s termination execution of this Agreement under this Section, the Village’s sole obligation shall be to record, in the Office of the Kane County Recorder, a Certificate of Default, executed by the President of the Village or such other person as shall be designated by the Village, stating that this Agreement is terminated pursuant to the provisions of this Section, in which event this Agreement, by virtue . E. The rights and remedies of the recording parties are cumulative and the exercise by a party of one or more such certificate, shall ipso facto automatically terminate and be of no further force and effect. (d) If, in the Developer’s judgment, the Village is in material default of this Agreement, the Developer shall provide the Village with a written statement indicating in adequate detail any failure on the Village’s part to fulfill its obligations under this Agreement. The Developer may not exercise any remedies against the Village in connection with such failure until thirty (30) days after giving such notice to that the Village will have the opportunity to cure any claimed material default within such thirty (30) day period. If such default cannot be cured within such thirty (30) day period, such thirty (30) day period shall be extended for such time as is reasonably necessary for the curing of the same, so long as the Village diligently proceeds with such cure; if such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Agreement. If any default on the part of the Village remains uncured after the expiration of the applicable cure period, then, subject to the provisions of Section 14(f) below, the Developer may exercise its rights arising as a result of such Village default as provided under Illinois law or in equity. Any failure or delay by the Developer in asserting any of its rights or remedies as to any default or any alleged default or breach shall not operate as a waiver preclude the exercise, at the same time or different times, of any such default or breach of any other rights or remedies it may have as a result of such for the same default or breachfor any other default by the other party.