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9. Events of Default: Remedies <br /> <br /> (a) In the event the City determines, in the exercise of reasonable discretion, that the <br />College is not complying with its obligations under the provisions of this Agreement, the City shall provide <br />the College with written notice that the College is in default of its obligations' to proceed in good faith to <br />redevelop the property. <br /> <br /> (b) Upon issuance of such notice of default, the College.shall have thirty (30) days within <br />which to comply and remedy the default. Failure to so comply and remedy the default will result in the <br />reversion of title of the Project Site to the City, and further, the immediate and full repayment of the <br />Economic Development Fund Loan. <br /> <br /> 10. Time of the Essence; Force Majeure. Time is of the essence with respect to this Agreement <br />and all obligations of the parties hereunder. Notwithstanding the foregoing, in the event either the College or <br />the City is delayed in the performance of its obligations under this Agreement due to weather, unforeseen <br />material shortages, strikes or acts of God (collectively, "force majeure"), then the time for performance of <br />any such obligation shall be extended by the number of days that the force majeure continues in effect. <br />Delays in performance due to force majeure shall be permitted only if a party seeking a force majeure delay <br />gives the other party written notice of the existence of force majeure within ten (10) days of occurrence, <br />together with a statement of the number of days of anticipated delay, subject to subsequent adjustment from <br />time to time as conditions warrant. <br /> <br />11. Matters to be covered in Representations, Warranties and Covenants of the College. <br /> <br /> (a) The College is a for-profit corporation duly created and validly existing under the laws <br />of the State of Ohio, with all requisite power and authority to own and operate its properties and to carry on <br />its business as now being conducted. <br /> <br /> (b) The College has full right, power, and authority to enter into, execute and deliver the <br />Real Property Sale Agreement and this Development Agreement, hereinafter referred to as "Project <br />Agreements", and to Perform its obligations thereunder. <br /> <br /> (c) The execution, delivery and performance of the Project Agreements for. and in the <br />name of the College have been duly authorized by all necessary action on the part of the College. <br /> <br /> (d) The Project Agreements have been duly executed and delivered on behalf of the <br />College and, assuming due authorization and execution by the other parties thereto, are valid, binding and <br />enforceable obligations in accordance with their terms, subject to bankrupt.y, insolvency, reorganization and <br />other state and federal laws of general application affecting the enforcement of creditors, rights and to <br />general principles of equity. <br /> <br /> (e) The executiOn and delivery of the ProjeCt Agreements by the College and the <br />performance by the College of its obligations thereunder will not conflict with, violate or constitute a breach <br />of or default under any indenture, mortgage, deed of trust, resolution, instrument or other agreement to which <br />the College is a party or by which the College is bound, or any applicable law, administrative regulation, <br />order or court decree. <br /> <br /> <br />