AgdaPkt 2015-07-27 Joint SA and PFA

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8.A. - Page 71 to satisfying the Developer precondition or accomplishing the City conveyance, as the case may be. (c) Effect of Termination. After a termination pursuant to this Section 7.2, and payment of any remaining costs of City entitled to be reimbursed under the Reimbursement Agreement, the parties shall each pay one -half of any costs to terminate the Escrow, and the Escrow Agent shall return the funds and documents in accordance with the provisions of Section 2.4 of this Agreement. Thereafter neither party shall have any rights against or liability to the other under this Agreement. 7.3 Fault of the City. (a) City Events of Default. Except as to events constituting a basis for termination under Section 7.2, each of the following events, if uncured after expiration of the applicable cure period, shall constitute a "City Event of Default ": (i) Except as provided in Section 7.2, the City does not tender conveyance of the Public Access Parcels and Sliver Parcel or possession in the manner and condition or by the date provided in this Agreement and the Developer is otherwise entitled to such conveyance; or (ii) Any representation, warranty or disclosure made to the Developer by the City regarding this Agreement, the Site or the Project is materially false or misleading; or (iii) The City breaches any other material provision of this Agreement. (b) Notice. Upon the occurrence of any of the above - described events, the Developer shall first notify the City in writing of its purported breach or failure. In the event the City does not then cure the default within thirty (30) days (or, if the default is not susceptible of cure within such thirty -day period, the City fails to commence the cure within such period and thereafter to prosecute the cure diligently to completion), then the Developer shall be entitled to any rights afforded it in law or in equity by taking any or all of the following remedies: (i) termination of this Agreement by written notice to the City; or (ii) seeking any other remedy available at law or in equity (including mandamus), provided, however, the Developer shall not be entitled to recover consequential damages or damages for lost profits. If Developer chooses to terminate this Agreement under subparagraph (i) above, and Escrow has not closed on the conveyance of the Public Access Parcels and Sliver Parcel from City to Developer, the Escrow Agent shall return any amounts deposited by Developer in Escrow to Developer and the City shall return the remainder of any Evergreen Deposit (as defined in the Reimbursement Agreement) provided to City under the Reimbursement Agreement to Developer after deducting therefrom any expenses incurred by the City prior to such termination (it being understood and agreed that in no event shall Developer be required to pay for any costs related to an actual default under this Agreement by City), and thereafter the parties shall have no further obligations to or liabilities against each other. 82483.00019\9644366. 13 ATTY /AGR /2015.146 /HAMILTON - WINSLOW DDA REV: 07 -22 -15 VR Page 30 of 102