80A - JOINT PH - RESO AND DDA WITH HABITAT FOR HUMANITY

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remedy with diligence. 502. Institution of Legal Actions. In addition to any other rights or remedies and subject to the restriction otherwise set forth in this Agreement, either party may institute an action at law or equity to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Courts of the County of Orange, State of California, or in the District of the United States District Court in which such county is located. 503. Termination by the Developer. In the event that the Developer is not in default under this Agreement and the Agency does not tender title to the Sites in a Phase pursuant to the Grant Deed in the manner and condition and by the date provided in this Agreement; or one or more of the Developer's Conditions Precedent to the Closing is not fulfilled on or before the time set forth in the Schedule of Performance and such failure is not caused by the Developer; or in the event of any default of the Agency prior to the Closing which is not cured within the time set forth in Section 601 hereof, and any such failure is not cured within the applicable time period after written demand by the Developer, then this Agreement may, at the option of the Developer, be terminated by written notice thereof to the Agency. From the date of the written notice of termination of this Agreement by the Developer to the Agency and thereafter this Agreement shall be deemed terminated as to the purchase of any Phases not already purchased and there shall be no further rights or obligations between the parties with respect to such future purchases, except that the parties may pursue any other remedies they may have hereunder, including, without limitation, the right of Developer to commence an action for monetary damages against Agency for all costs and expenses incurred by Developer in the investigation and acquisition of the Sites. Such termination shall not affect the obligations of Developer with respect to Sites purchased prior to the termination of this Agreement. 504. Termination by the Agency. In the event that the Agency is not in Default under this Agreement, Developer (or any successor in interest) assigns or attempts to assign the Agreement or any rights therein or in the Sites in violation of this Agreement; or one or more of the Agency's Conditions Precedent to the Closing is not fulfilled on or before the time set forth in the Schedule of Performance and such failure is not caused by the Agency or City; or the Developer is otherwise in default of this Agreement and fails to cure such default within the time set forth in Section 501 hereof, then this Agreement and any right of the Developer or any assignee or transferee with respect to or arising out of the Agreement or the Sites, shall, at the option of the Agency, be terminated by notice from Agency to the Developer and thereafter this Agreement shall be deemed terminated as to the sale of any Phases not already transferred to Developer and there shall be no further rights or obligations between the parties with respect to such future transfers, except that the parties may pursue any other remedies they may have hereunder. Such termination shall not affect the obligations of Developer with respect to Sites purchased prior to the termination of this Agreement. 505. Re-entry and Revesting of Title in the Agency After the Closing and Prior to Completion of Construction. 33 EXHIBIT 4 8OA-48