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2. Shea shall be entitled to an immediate return of the balance of the <br />Due Diligence Deposit (except for funds previously expended or obligated for Due <br />Diligence activities contemplated by this Agreement) and the Letters of Credit or Cash <br />Deposit, with interest thereon, if any, and any amounts which were deposited into court <br />in connection with an action in eminent domain shall be repaid as rapidly as the release of <br />said amounts from the court can reasonably be effected. <br /> <br /> 3. Shea shall not be responsible for the payment of any sums needed <br />by Agency to pay Abandonment Costs. <br /> <br /> 4. Agency shall be solely responsible for the Abandonment Costs. <br /> <br /> 5. Shea shall have all rights and remedies available at law or in <br />equity, including without limitation and where that remedy lies, specific performance, <br />which remedies shall be cumulative. <br /> <br /> C. Cure of Defaults, Failure to Adopt Resolution of Necessity. <br />Notwithstanding Section 807(B), if an event occurs pursuant to Section 807(A), then <br />Agency shall have forty-five (45) days after the date of receipt of notice with respect to <br />such event, to commence with due diligence, to cure, correct or remedy such Default or <br />failure to adopt a Resolution of Necessity, as applicable, and thereafter pursue such cure, <br />correction or remedy to completion. Shea shall not terminate this Agreement or institute <br />proceedings against Agency within such forty-five (45) day cure period if Agency cures <br />such Default or failure to adopt a Resolution of Necessity, as applicable, therein. <br /> <br /> §808 Agency's Right to Terminate <br /> A. Shea Default. In addition to Agency's right to terminate set forth in <br />Section 809, prior to conveyance of title to the Acquisition Parcels to Shea, Agency shall <br />have the right to terminate this Agreement with respect to the Shea Project Site, or a <br />portion thereof, by providing written notice of such termination in accordance with <br />Section 1002 of this Agreement for any of the reasons set forth below: <br /> <br /> I. Shea transfers or assigns any rights herein or in the Shea Project <br />Site in violation of this Agreement; or <br /> <br /> 2. Shea does not submit certificates of insurance by the date required <br />by this Agreement and such Default or failure is not substantially cured within sixty <br />(60) days after the date of written demand by Agency; or <br /> <br /> 3. Following its Election to Fund, and subject to Article 4, and the <br />satisfaction of all conditions to Shea's obligation to do so, Shea fails or refuses to take <br />title to or possession of the Acquisition Parcels after tender of conveyance or delivery of <br />possession by Agency within the time established therefore ii_the Schedule of <br />Performance; or <br /> <br /> 4. Following its Election to Fund, Shea fails to timely submit the <br />Letters of Credit (or Cash Deposit) described in Section 307 and maintain the same in <br />conformance with and for the period of time described in Section 307; or <br /> <br /> 5. After the Effective Date, Shea or any officer, employee or agent of <br />Shea negotiates with an owner or tenant of an Acquisition Parcel with respect to the <br /> <br /> 36 <br />wc-21875 <br /> <br /> <br />