Agmt01 Western Innisfree Ventures LLC

Browse Search

5. If title to the Agency Parcel, City-Transfer Parcel and/or any Acquisition Parcels has been conveyed to Developer prior to the tetu,ination of this Agreement pursuant to Section 809A, the Agency shall have the option to re-acquire all of such parcels (but not less than all) from Developer, which option must be exercised by the Agency by giving written notice thereof to Developer on or before one hundred twenty (120) days l~om the date of such termination of this Agreement. If the Agency exercises the aforesaid option to reacquire any such parcels from Developer, Developer shall convey title to the same subject only to the Permitted Exceptions and any other exceptions approved in writing by Agency, which approval shall not be unreasonably withheld. The purchase price to be paid by the Agency for any such parcels shall equal the sum off (i) the Total Acquisition Costs paid by Developer for the Acquisition Parcels; (ii) all fees, charges, costs, transfer taxes, ad valorem taxes and assessments and possessory interest taxes, if any, paid by Developer pursuant to Article 4 of this Agreement in connection with the acquisition of the Agency, City-Transfer and Acquisition Parcels; (iii) all ad valorem taxes and assessments and possessory interest taxes, if any, paid or owed by Developer for any period following Developer's acquisition of the Agency, City-Transfer and Acquisition Parcels; (iv) all interest, loan fees and closing costs paid by Developer on any mortgage loans obtained to finance the acquisition of the Acquisition Parcels; and (v) interest on the sum of items (i) through (iv) from the date on which funds for any such items were advanced by Developer. If the Agency does not elect within the aforesaid 120-day period to reacquire any such parcels from Developer, then Agency shall have no further rights of any kind with respect to such parcels and Developer shall have the right, in its sole discretion, to hold, use, develop, sell, lease or dispose of any or all of such parcels. 6. If the Agency has retained title to the Agency and the Acquisition Parcels or if Agency elects pursuant to Section 809B.5 to re-acquire the same from Developer, then, at the election of the Agency, the Project Guidelines and all drawings and work product of the architect and engineer in connection with work on the Project (collectively, the "Project Drawings") shall be made available to the Agency and, subject to the terms of the agreements with the architect and engineer, become and remain the property of the Agency for any and all purposes. Notwithstanding the foregoing sentence, Developer shall not be liable for any matter whatsoever that results from the use by any person or entity of the Project Guidelines or the Project Drawings. {}810 Re-entry and Revesting of Title in the Agency After Conveyance The Agency has the right, at its option, to repurchase, re-enter and take possession of the Agency, City-Transfer and Acquisition Parcels, or such portion thereof, with all improvements thereon, and terminate and revest in the Agency the estate conveyed to Developer if after conveyance of title and prior to the issuance of the applicable Certificates of Completion, except for causes beyond the control of Developer, Developer shall: A. Fail to start the construction of the Project (including the Parking Structure Project) in accordance with the Schedule of Performance for a period of sixty (60) days after written notice thereof from the Agency, which notice must follow the date for commencement of construction as set forth in the Schedule of Performance; or B. Abandon or substantially suspend construction of the Project required by this Agreement for a period of sixty (60) days and not resume within a period of ninety (60) days after written notice thereof from the Agency; or C. Transfer or suffer any involuntary transfer of the Acquisition Parcels or any part thereof in violation of this Agreement. 41 DOCSSFl:495065.9 9975-5 ~