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(ii) The construction or installation of the Project is delayed or <br />suspended for a period in excess of that permitted under Section 5.4.3(d). <br />(iii) The Project is not completed by the Project Completion <br />Date. <br />(h) Non -Monetary Default. If any Non -Monetary Default, other than <br />those specifically addressed in Section 9.1, occurs and the Developer does not cure such Non - <br />Monetary Default within thirty (30) days after Notice from the City describing the Default in <br />reasonable detail, or, in the case of a Non -Monetary Default that cannot with reasonable due <br />diligence be cured within thirty (30) days from such Notice, if the Developer shall not: (a) within <br />thirty (30) days after the City's Notice, advise the City of the Developer's intention to take all <br />reasonable steps to cure such Non -Monetary Default; (b) duly commence such cure within such <br />period, and then diligently prosecute such cure to completion; and (c) complete such cure within <br />a reasonable time under the circumstances. <br />(i) Transfer. The occurrence of a Transfer other than a Permitted <br />Transfer, whether voluntarily or involuntarily or by operation of Law, in violation of the terms and <br />conditions of this Agreement. <br />9.2 PRE -CLOSING LIQUIDATED DAMAGES TO THE CITY. DURING THE <br />CONTINUANCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER THIS <br />AGREEMENT PRIOR TO THE CLOSE OF ESCROW, THE CITY MAY CANCEL THE <br />ESCROW AND TERMINATE THIS AGREEMENT. UPON CANCELLATION OF THE <br />ESCROW AND TERMINATION OF THIS AGREEMENT, THE CITY SHALL BE RELIEVED <br />OF ANY OBLIGATION UNDER THIS AGREEMENT TO SELL OR CONVEY THE <br />PROPERTY TO THE DEVELOPER. ANY SUCH ESCROW CANCELLATION AND <br />TERMINATION OF THIS AGREEMENT SHALL BE WITHOUT ANY LIABILITY OF THE <br />CITY TO THE DEVELOPER OR ANY OTHER PERSON. THE CITY AND THE <br />DEVELOPER ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND <br />IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE <br />SUFFERED BY THE CITY, IN THE EVENT OF A CANCELLATION OF THE ESCROW AND <br />TERMINATION OF THIS AGREEMENT DUE TO THE OCCURRENCE OF A DEFAULT BY <br />THE DEVELOPER UNDER THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW. <br />HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE <br />ACTUAL DAMAGES THAT THE CITY WOULD SUFFER, IN THE EVENT OF A <br />CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT DUE <br />TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER THIS <br />AGREEMENT PRIOR TO THE CLOSE OF ESCROW, THE CITY AND THE DEVELOPER <br />AGREE THAT A REASONABLE ESTIMATE OF THE CITY'S DAMAGES IN SUCH EVENT <br />IS THE PRE -CLOSING LIQUIDATED DAMAGES AMOUNT. THEREFORE, UPON THE <br />CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT BY <br />THE CITY DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE <br />DEVELOPER UNDER THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW, THE <br />PARTIES AND THE ESCROW AGENT SHALL PROCEED PURSUANT TO SECTION 4.11 <br />TO CANCEL THE ESCROW. THE ESCROW HOLDER SHALL IMMEDIATELY CANCEL <br />THE ESCROW AND PAY THE PRE -CLOSING LIQUIDATED DAMAGES AMOUNT TO <br />45 <br />553 94.00049\3323 9203.12 <br />