Common use of Remedies on Default by the Entity Clause in Contracts

Remedies on Default by the Entity. 9.4.1 If an Event of Default by the Entity remains uncured for a period of thirty (30) days after District has given written notice specifying the failure and requesting that it be remedied, District may, without prejudice to any other right or remedy, terminate the Site Lease and this Facilities Lease, including all provisions and Exhibits hereto, and acquire not less than all of the Entity’s interest in the Project under this Facilities Lease in its “as is, where is” condition and pay the Entity the sums due under the terms of this Facilities Lease consistent with the actual work completed as it relates to the Total Base Rent payments as adjusted by the terms of this Facilities Lease, less any Lease Payments and other payments already paid as of the date of termination. In the event that the District exercises this option to terminate after an uncured Event of Default by the Entity, the parties shall meet and confer and review the accounts and records of the Entity to determine the actual costs incurred by the Entity for the work completed and acceptable to the Architect and the District to the date of termination (“Actual Costs”), including both paid and unpaid. The Actual Costs of the work completed shall include the cost of any materials or equipment ordered and paid for (including any deposits paid toward final costs) but which have not been shipped or are stored off-site and any contractual obligations incurred by the Entity that cannot be cancelled or terminated without penalty. In addition, the Actual Costs shall include any development or overhead fees that have been earned based on the actual work completed as of the date of termination prorated based on the total cost of the Project. Once the Actual Costs have been agreed to by the Parties, or otherwise determined, if the Actual Costs are greater than the Base Rent and other payments made by the District the difference will be payable by the District. If the Actual Costs are less than the Base Rent paid by the District, the Entity will pay the difference to the District. The District will assume any accounts payable and contractual obligations that cannot be cancelled or terminated for labor, materials or equipment ordered but not fully paid for by the Entity as of the date of termination. The Entity will cooperate with the District and assign any subcontracts with subcontractors or material providers to the District at the District’s election. Upon payment as aforesaid and payment of all other amounts owed, the Entity shall deliver to the District all reasonably necessary documents in recordable form to terminate the Facilities Lease and the Site Lease and transfer title to the Project to the District. District may record all such documents as are necessary to accomplish such termination at the District’s cost and expense and proceed to complete the Project in any manner deemed appropriate by the District. Any such payments required hereunder shall be paid within ten (10) days of the final determination of the amounts due.

Remedies on Default by the Entity. 9.4.1 If an Event of Default by the Entity remains uncured for a period of three (3) days for Phase I work or thirty (30) days for Phase II work after District has given written notice specifying the failure and requesting that it be remedied, District may, without prejudice to any other right or remedy, terminate the Site Lease and this Facilities Lease, including all provisions and Exhibits hereto, and acquire not less than all of the Entity’s interest in the Project labor, equipment and materials provided under this Facilities Lease in its “as is, where is” condition and pay the Entity the sums due under the terms of this Facilities Lease consistent with the actual work completed as it relates to the Preconstruction Services fee or Total Base Rent payments as adjusted by the terms of this Facilities Lease, less any Lease Payments and other payments already paid as of the date of termination. In the event that the District exercises this option to terminate after an uncured Event of Default by the EntityEntity in Phase II, the parties shall meet and confer and review the accounts and records of the Entity to determine the actual costs incurred by the Entity for the work completed in Phase II and acceptable to the Architect and the District to the date of termination (“Actual Costs”), including both paid and unpaid. The Actual Costs of the work completed shall include the cost of any materials or equipment ordered and paid for (including any deposits paid toward final costs) but which have not been shipped or are stored off-site and any contractual obligations incurred by the Entity that cannot be cancelled or terminated without penalty. In addition, the Actual Costs shall include any development or overhead fees that have been earned based on the actual work completed as of the date of termination prorated based on the total cost of the Project. Once the Actual Costs have been agreed to by the Parties, or otherwise determined, if the Actual Costs are greater than the Base Rent and other payments made by the District for Phase II work, then the difference will be payable by the District. If the Actual Costs are less than the Base Rent paid by the District, the Entity will pay the difference to the District. The District will assume any accounts payable and contractual obligations that cannot be cancelled or terminated for labor, materials or equipment ordered but not fully paid for by the Entity as of the date of termination. The Entity will cooperate with the District and assign any subcontracts with subcontractors or material providers to the District at the District’s election. Upon payment as aforesaid and payment of all other amounts owed, the Entity shall deliver to the District all reasonably necessary documents in recordable form to terminate the Facilities Lease and the Site Lease and transfer title to the Project to the District. District may record all such documents as are necessary to accomplish such termination at the District’s cost and expense and proceed to complete the Project in any manner deemed appropriate by the District. Any such payments required hereunder shall be paid within ten (10) days of the final determination of the amounts due.

Remedies on Default by the Entity. 9.4.1 If an Event of Default by the Entity remains uncured for a period of three (3) days for Preconstruction Services or thirty (30) days for construction services after District has given written notice specifying the failure and requesting that it be remedied, District may, in its sole discretion, and without prejudice to any other right or remedy, terminate the Site Lease and this Facilities Lease, including all provisions and Exhibits hereto, and acquire not less than all of the Entity’s interest in the Project labor, equipment and materials provided under this Facilities Lease in its “as is, where is” condition and pay the Entity the sums due under the terms of this Facilities Lease consistent with the actual work completed as it relates to the Preconstruction Services fee or Total Base Rent payments as adjusted by the terms of this Facilities Lease, less any Lease Payments and other payments already paid as of the date of termination. In the event that the District exercises this option to terminate after an uncured Event of Default by the EntityEntity during construction services, the parties shall meet and confer and review the accounts and records of the Entity to determine the actual costs incurred by the Entity for the work completed and acceptable to the Architect and the District to the date of termination (“Actual Costs”), including both paid and unpaid. The Actual Costs of the work completed shall include the cost of any materials or equipment ordered and paid for (including any deposits paid toward final costs) but which have not been shipped or are stored off-site and any contractual obligations incurred by the Entity that cannot be cancelled or terminated without penalty. In addition, the Actual Costs shall include any development or overhead fees that have been earned based on the actual work completed as of the date of termination prorated based on the total cost of the Project. Once the Actual Costs have been agreed to by the Parties, or otherwise determined, if the Actual Costs are greater than the Base Rent and other payments made by the District for the completed work, then the difference will be payable by the District. If the Actual Costs are less than the Base Rent paid by the District, the Entity will pay the difference to the District. The District will assume any accounts payable and contractual obligations that cannot be cancelled or terminated for labor, materials or equipment ordered but not fully paid for by the Entity as of the date of termination. The Entity will cooperate with the District and assign any subcontracts with subcontractors or material providers to the District at the District’s election. Upon payment as aforesaid and payment of all other amounts owed, the Entity shall deliver to the District all reasonably necessary documents in recordable form to terminate the Facilities Lease and the Site Lease and transfer title to the Project to the District. District may record all such documents as are necessary to accomplish such termination at the District’s cost and expense and proceed to complete the Project in any manner deemed appropriate by the District. Any such payments required hereunder shall be paid within ten (10) days of the final determination of the amounts due.

Remedies on Default by the Entity. 9.4.1 If an Event of Default by the Entity remains uncured for a period of thirty (30) days after District has given written notice specifying the failure and requesting that it be remedied, District may, without prejudice to any other right or remedy, terminate the Site Lease and this Facilities Lease, including all provisions and Exhibits hereto, and acquire not less than all of the Entity’s interest in the Project under this Facilities Lease in its “as is, where is” condition and pay the Entity the sums due under the terms of this Facilities Lease consistent with the actual work completed as it relates to the Total Base Rent payments as adjusted by the terms of this Facilities Lease, less any Lease Payments and other payments already paid as of the date of termination. In the event that the District exercises this option to terminate after an uncured Event of Default by the Entity, the parties shall meet and confer and review the accounts and records of the Entity to determine the actual costs incurred by the Entity for the work completed and acceptable to the Architect and the District to the date of termination (“Actual Costs”), including both paid and unpaid. The Actual Costs of the work completed shall include the cost of any materials or equipment ordered and paid for (including any deposits paid toward final costs) but which have not been shipped or are stored off-site and any contractual obligations incurred by the Entity that cannot be cancelled or terminated without penalty. In addition, the Actual Costs shall include any development or overhead fees that have been earned based on the actual Actual work completed as of the date of termination prorated based on the total cost of the Project. Once the Actual Costs have been agreed to by the Parties, or otherwise determined, if the Actual Costs are greater than the Base Rent and other payments made by the District the difference will be payable by the District. If the Actual Costs are less than the Base Rent paid by the District, the Entity will pay the difference to the District. The District will assume any accounts payable and contractual obligations that cannot be cancelled or terminated for labor, materials or equipment ordered but not fully paid for by the Entity as of the date of termination. The Entity will cooperate with the District and assign any subcontracts sub-contracts with subcontractors sub-contractors or material providers to the District at the District’s election. Upon payment as aforesaid and payment of all other amounts owed, the Entity shall deliver to the District all reasonably necessary documents in recordable form to terminate the Facilities Lease and the Site Lease and transfer title to the Project to the District. District may record all such documents as are necessary to accomplish such termination at the District’s cost and expense and proceed to complete the Project in any manner deemed appropriate by the District. Any such payments required hereunder shall be paid within ten (10) days of the final determination of the amounts due.