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other Party of its intent to claim a Permitted Delay, the specific grounds of the same and the anticipated period of the Permitted Delay within 30 business days after the occurrence of the conditions which establish the grounds for the claim. If notice by the Party claiming such extension is sent to the other Party more than thirty (30) days after the commencement of the cause, the period shall commence to run only thirty (30) days prior to the giving of such notice. The period of Permitted Delay shall last no longer than the conditions preventing performance. In no event shall any Permitted Delay extend the Term of this Agreement. 1.5 Representations and Warranties. The Parties represent and warrant that, as of the Effective Date: 1.5.1 Each Party is duly organized and validly existing under the laws of the State of its incorporation or formation, and is in good standing and has all necessary powers under the laws of the State of California to own property interests and in all other respects to enter into and perform its undertakings and obligations under this Agreement. 1.5.2 No approvals or consents of any persons are necessary for the execution, delivery or performance of this Agreement, except as have been obtained by each Party. 1.5.3 The execution and delivery of this Agreement and the performance of the obligations of each Party hereunder have been duly authorized and all necessary Board of Trustees or City Council approvals have been obtained. 1.5.4 This Agreement is a valid obligation of each Party and is enforceable in accordance with its terms. 1.5.5 Each Party represents that it has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. During the Term of this Agreement, each Party shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 1.5 not to be true, immediately give written notice of such fact or condition to the other Party. ARTICLE 2 DEVELOPMENT OF THE PROPERTY 2.1 Vested Ri�ht. Subject to the fulfillment of the terms and obligations of this Agreement, the City hereby grants to Developer for the duration of the Term the vested right to develop, construct and use on the Property the improvements authorized by the Existing Approvals and this Agreement, including a total of 1,518,000 square feet of Total Gross Building Area (including existing and new development), 4,500 parking spaces, associated infrastructure improvements and new publicly accessible open space, all in accordance with the General Plan, Precise Plan and Existing Approvals. Except as otherwise expressly provided in this Agreement, the permitted uses of the Property; the density and intensity of use of the Property; the maa�imum 11 ATTY/AGR/2013.134/STANFORD DEVELOPMENT AGREEMENT REV: 08-14-13 PT �