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7.A. - Page 175 ARTICLE 7 DEFAULTS, REMEDIES AND TERMINATION 7.1 Application of Remedies This Article 7 shall govern the Parties' remedies for breach or failure under this Agreement. 7.2 No Fault of Parties 7.2.1 Events of Termination. The following events constitute a basis for a Party to terminate this Agreement as provided herein without the fault of the other: (a) By the party for whose benefit the conditions exists: despite the Parties' good faith efforts, the conditions as set forth in Article 3 cannot be met within the time and in the manner specified in the applicable sections of Article 3. (b) By Developer or the City: The Developer, despite good faith efforts, is unable to obtain the Project Approvals necessary for the Project. (c) By Developer or the City: the City, despite good faith efforts, is unable to convey the City Property to the Developer due to an inability to remove a disapproved title condition as specified in Developer's Title Notice, as set forth in Section 2.3.4. 7.2.2 Notice. Upon the occurrence of an event described in Section 7.2.1, and at the election of either Party, this Agreement may be terminated by written notice to the other Party, provided, that notwithstanding the foregoing prior to the termination of this Agreement pursuant to this Section 7.2, the Parties shall meet in good faith to discuss alternative approaches to satisfying the Developer precondition or accomplishing the City conveyance, as the case may be. 7.2.3 Effect of Termination. After a termination pursuant to this Section 7.2, and payment of any remaining costs of City entitled to be reimbursed out of the Deposit, the remainder of the Deposit held by City and the Escrow Deposit shall be returned to Developer. 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 3.10 of this Agreement. Thereafter neither Party shall have any rights against or liability to the other under this Agreement. 7.3 Fault of the Citv 7.3.1 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": (a) Except as provided in Section 7.2, the City does not tender conveyance of the City Property or possession in the manner and condition or by the date 82483.00009\7571312.11 47 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT