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a. Default by the Developer in the due and punctual payment, performance, or <br />observance of any material obligation of the Developer under this Agreement or <br />any other written agreement by and between the City and the Developer with <br />respect to the initial construction of the Project (each a "Project Agreement") as to <br />which default the City has given a Default Notice (as defined below) to the <br />Developer, which default the Developer does not cure within the period of time <br />specified in the Default Notice (provided that the foregoing cure right shall not <br />apply to the construction deadlines set forth in Section 8 hereunder); <br />b. Any representation or warranty made by Developer in this Agreement or in any <br />other Project Agreement is false or misleading in any material respect as of the time <br />made as a result of the gross negligence or willful misconduct of the Developer; <br />c. Any report, certificate, or other document furnished by the Developer to the City <br />pursuant to this Agreement or any other Project Agreement is false or misleading <br />in any material respect as of the time furnished due to the gross negligence or willful <br />misconduct of the Developer and has been relied upon by the City to its material <br />detriment prior to correction by the Developer; <br />d. Prior to the completion of the initial construction of the Project, the filing by the <br />Developer of a petition for the appointment of a receiver or trustee; <br />e. Prior to the completion of the initial construction of the Project, the making by the <br />Developer of a general assignment for the benefit of creditors; <br />f. Prior to the completion of the initial construction , of the Project, the entry of an <br />order for relief pursuant to any Chapter of Title 11 of the U.S. Code, as the same <br />may be amended from time to time, with the Developer as debtor; <br />g. Prior to the completion of the initial construction of the Project, the filing by the <br />Developer of an insolvency proceeding with respect to the Developer or any similar <br />proceeding with respect to the Developer for compromise, adjustment, or other <br />relief under the laws of any country or state relating to the relief of debtors; <br />h. Prior to the completion of the initial construction of the Project, the occurrence of <br />a material default by the Developer under any of its construction loan documents <br />or equity investment documents that results in either (a) the construction lender <br />exercising its remedies to either (i) accelerate the loan, (ii) foreclose on the <br />Development Site, or (iii) otherwise dispossess Developer from the Project, as <br />applicable, or (b) Developer's equity investor(s) exercising any remedy to remove <br />Jerome Solove or any entities in which Jerome Solove owns a controlling interest <br />from management of the Project; provided, however, that (1) if the construction <br />lender does exercise any of the remedies set forth above and also exercises its rights <br />pursuant to Section XII(J), the Lender or its nominee as Permitted Assignee will <br />not be considered in default as a result of Developer's default pursuant to this <br />paragraph, and (2) the Developer exercising any rights under a build -transfer <br />agreement with respect to the construction of the Project will not be deemed to a <br />10 <br />15785832v23 <br />