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City Draft <br /> 6128/13 <br /> provided in this Agreement and the Developer is otherwise entitled to such conveyance; or <br /> (b) Any representation, warranty or disctosure made to the Developer <br /> by the City regarding this Agreement, the Site or the Project is materially false or misleading; or <br /> (c} The City breaches any other mater�al provision of this Agreement. <br /> 7.3.2 Notice. Upon the occurrence of any of the above-described events,the <br /> Developer shall first notify the City in writing of its purported breach or failure. In the event the <br /> City does not then cure the defauit witlun thirty(34) days {or, if the default is not susceptible of <br /> cure within such thirty-day period, the City fails to commence tbe cure within such period and <br /> thereafter to prosecute tlae cure diligently to completion), then the Developer shall be entitled to <br /> any z-ights afforded it in law or in eq�.ity by taking any or all of the following remedies: (i) <br /> termination of this Agreement by written notice to the City; or (ii) seeking any other remedy <br /> available at law or in equity (including manda.mus), provided, however, the Developer shall not <br /> be entitled to recover consequential damages or damages for lost profits. If Developer chooses <br /> to terminate this Agreement under subparagraph (i) above, and Escrow has not closed. on the <br /> conveyance of the City Property from City ta Developer, the Escrow Agent shall return the <br /> Escrow Deposit to Developer and the City shall retixrn the remainder of any Deposit to <br /> Developer after deducting therefrom any expenses incurred by the City prior to snch termination <br /> (it being understood and agreed that in no event sha11 Developer be required to pay for any costs <br /> related to an actuaI default under this Agreernent by City), and thereafter the Parties shall have <br /> no further obligations to or liabilities against eacn other. <br /> 7.4 Fault of Developer <br /> 7.4.1 Deyeloper Events of Default._Except as to e�•ents constituting a basis <br /> for termination u�nder Section 7.2, each of tlie following events, if uncured after expiratian of the <br /> applicable cure period, shall constitute a "Developer Event of Default": <br /> (a) The Developer fails to zx�aintain the amount of the Deposit as <br /> required by Section 1.2 of this Agreement or to satisfy any ather rnonetary obligation of <br /> Developer under tlus Agreement, and such default continues for seven {7) business days after <br /> Natice from the City, specifying in reasonable detail the amount of money not paid and the <br /> nature and calculahon of each such payment; <br /> (b} The Develaper transfers or assigns or attempts to transfer or assign <br /> this Agreement or any rights herein or in the Site or the building or improvements thereon in <br /> violation of this Agreernent; <br /> (c) There is any significant change in the ownership or identity of the <br /> Developer or the parties in control of the Developer or the degree thereof contrary to the <br /> provisions of Section 8.2 hereof; <br /> (d} The DeveIoper does not submit evidence that it has the necessary <br /> equity capital and mortgage financing for acquisition and development of the Site in satisfactory <br /> form and in the manner and by the date provided in this Agreement; <br /> 82483.00009175a1312.10 48 <br />