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2.1.23 "Due Diligence Investigations" means the Developer's due diligence <br />investigations of the Property to determine the suitability of the Property for development or <br />operation of the Project, including, without limitation, investigations of the environmental and <br />geotechnical suitability of the Property, as deemed appropriate in the reasonable discretion of <br />the Developer, all at the sole cost and expense of the Developer. <br />2.1.24 "Due Diligence Period" means the one hundred and eighty (180) <br />calendar day period commencing on the day immediately following the Effective Date and <br />ending at 5:00 p.m. Pacific Time on the one hundred eightieth (180s') consecutive day <br />thereafter. <br />2.1.25 "Effective Date" means the first date on which all of the following have <br />occurred: (i) the City has received two (2) counterpart originals of this Agreement executed by <br />the authorized representative(s) of the Developer; (ii) the City has received a certified copy of <br />the Developer Official Action executed by the authorized representative(s) of the Developer; <br />(iii) this Agreement has been approved by the City governing body; (iv) this Agreement has <br />been executed by the authorized representative(s) of the City; (v) an original of this Agreement <br />executed by the authorized representative(s) of the City has been delivered by the City to the <br />Developer. <br />2.1.26 "Environmental Claims" means any and all claims, demands, damages, <br />losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, <br />proceedings, costs, disbursements and expenses, including, without limitation, Legal Costs and <br />costs of environmental consultants and other experts, and all foreseeable and unforeseeable <br />damages or costs of any kind or of any nature whatsoever directly or indirectly relating to or <br />arising from any actual or alleged violation of any Environmental Law occurring during or <br />arising from the Developer's Due Diligence Investigations, the Developer's occupancy of the <br />Property, the Developer's construction, installation or operation of the Project or any other <br />actions of or attributable to the Developer regarding the Property. <br />2.1.27 "Environmental Law" means any Law regarding any of the following at, <br />in, under, above, or upon the Property: (a) air, environmental, ground water, or soil conditions; <br />or (b) clean-up, control, disposal, generation, storage, release, transportation, use of, or liability <br />or standards of conduct concerning, Hazardous Substances. <br />2.1.28 "Event of Default" means the occurrence of any one or more of the <br />following: <br />(a) Monetary Default. A Monetary Default that continues for seven <br />(7) days after Notice from the non -defaulting Party, specifying in reasonable detail the amount <br />of money not paid and the nature and calculation of each such payment. <br />(b) Prohibited Liens. Failure of the Developer to cause any <br />Prohibited Lien to be released within fifteen (15) days after Notice of such lien to the Developer. <br />(c) Bankruptcy or Insolvency. The Developer ceases to do business <br />as a going concern, ceases to pay its debts as they become due or admits in writing that it is <br />unable to pay its debts as they become due, or becomes subject to any Bankruptcy Proceeding <br />6 <br />75A-11 <br />