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exclusive remedies for the matters described in this subsection. Upon such termination, and <br />except for those provisions which are specifically intended to survive any termination of this <br />Agreement, the parties shall have no further obligations to or rights against each other. <br />Notwithstanding the foregoing, in the event that Developer terminates the Agreement pursuant to <br />this Section 5.6 after the completion of the Feasibility Period, except for terminations based upon <br />any default by City, the City shall retain the Deposit as liquidated damages as provided in <br />Section 5.7 of this Agreement. <br />5.6 Termination by the City Prior to Conveyance. In the event that prior to conveyance of <br />fee interest in the City Property to the Developer: <br />5.6.1 The Developer transfers or assigns this Agreement or any rights herein in <br />violation of this Agreement; or <br />5.6.2 There is a change in the ownership or identity of the Developer or the parties in <br />control of the Developer in violation of the provisions of this Agreement; or <br />5.6.3 The Developer does not submit the evidence required under Section 3.16 that it <br />has the necessary commitment letters for financing for development of the City Property in the <br />manner and by the date provided in this Agreement and such failure is not cured within thirty <br />(30) days after written notice from City or, if such failure cannot be reasonably cured within such <br />thirty (30) day period, the Developer is not diligently acting to cure such failure in a timely <br />manner; or <br />5.6.4 The Developer does not submit the Deposit within the time provided herein; or <br />5.6.5 The Developer does not satisfy all its conditions precedent to Close of Escrow <br />pursuant to this Agreement prior to the date set forth for Close of Escrow herein and such failure <br />is not cured within fifteen (15) days after written demand by the City or, if such failure cannot be <br />reasonably cured within such fifteen (15) day period, the Developer is not diligently acting to <br />cure such failure in a timely manner, or <br />5.6.6 The Developer has failed to satisfy all of the conditions to Close of Escrow set <br />forth herein prior to the Outside Date. <br />5.6.7 The Developer is in breach or default with respect to any other material obligation <br />of the Developer under this Agreement prior to Close of Escrow; and if any default or failure <br />referred to above shall not be cured within thirty (30) days after the date of written demand by <br />the City or, if such default cannot be reasonably cured within such thirty (30) day period, the <br />Developer is not reasonably acting to cure such default in a timely manner; then this Agreement, <br />and any rights of the Developer or any assignee or transferee in this Agreement pertaining <br />thereto or arising therefrom with respect to the City, may, at the option of the City, be terminated <br />by the City by written notice thereof to the Developer, and provided such termination occurs <br />after the end of the Feasibility Period, the City shall retain the Deposit as liquidated damages, <br />and such liquidated damages and termination of this Agreement shall constitute the City's sole <br />and exclusive remedies for the matters described in this subsection. Upon such termination, and <br />55394.00000\29008220.1 65A -25 <br />