|
<br />
<br />subdivided (the “Default Property”) and any such failure is not cured, ended, or remedied within 30 days after
<br />written demand from the Seller to the Buyer to do so, or for a longer time period in the event the cure of such
<br />failure reasonably requires more than 30 days to complete and the Buyer promptly commences to cure such
<br />failure within the 30-day period and, thereafter, diligently pursues the cure to completion, then the Seller shall
<br />have the right to re-enter and take possession of the Property. Upon such reentry, the Property that was
<br />conveyed by the Deed to the Buyer will be terminated (and revested in the Seller), subject to this Section 14.
<br />The intent of this provision, together with other provisions of this Agreement, is that the Deed shall contain a
<br />condition subsequent, that in the event of any default on the part of the Buyer to commence construction of the
<br />Minimum Improvements as described in Section 13 of this Agreement and failure on the part of the Buyer to
<br />remedy, end, or abrogate such default within the period and in the manner stated in Sections 13 and 14 of this
<br />Agreement, the Seller, at its option, subject to Section 15 of this Agreement, may declare a termination of all
<br />the Buyer’s title, rights and interests in and to the Default Property in favor of the Seller, and that all such title,
<br />rights and interests of the Buyer, and any assigns or successors in interest to said Default Property, shall revert
<br />to the Seller, but only if the events stated in this Section have not been cured within the time periods provided
<br />above.
<br />
<br />Notwithstanding anything to the contrary contained in this Agreement, the Seller shall have no right to re-enter
<br />or retake title to and possession of a portion of the Property for which a Certificate of Commencement has been
<br />issued by the Seller.
<br />
<br />For purposes of this Agreement, the term “Unavoidable Delays” means delays beyond the reasonable control
<br />of the Buyer that directly result, among other reasons, from strikes, other labor troubles, prolonged adverse
<br />weather or acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third
<br />parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal,
<br />state or local governmental unit (including any Governor Orders, State, Federal or CDC Orders or regulations
<br />arising out of the pandemic, but excluding the exercise of the Seller’s rights under this Agreement) which
<br />directly results in delays. The Seller agrees to enter into a subordination agreement or other written agreement
<br />evidencing the subordination of the Seller’s reversion right under this Section to any mortgage loan, the
<br />proceeds of which are used to purchase the Property or to construct all or any portion of the Minimum
<br />Improvements (the “Subordination Agreement”). The Subordination Agreement shall be in form reasonably
<br />acceptable to the Seller and the Buyer’s lender.
<br />
<br />15. RESALE OF REACQUIRED PROPERTY; DISPOSITION OF PROCEEDS. Upon the
<br />revesting in the Seller of title to and/or possession of the Default Property or any part thereof as provided in
<br />Section 15 of this Agreement, the Seller shall, at the time and as a condition of the revesting (the “Revesting
<br />Date”) refund the Purchase Price paid by the Buyer under Section 4 of this Agreement to the Buyer or, if
<br />applicable, the portion of the Purchase Price allocable to the respective Default Property, less (a) the Seller’s
<br />actual third party out-of-pocket costs and expenses that the Seller incurs to consummate the revesting of the
<br />Default Property; (b) a pro rata share of all taxes, assessments, and water and sewer charges with respect to
<br />the Default Property or part thereof that are unpaid as of the Revesting Date; and (c) any payments made
<br />or necessary to be made to discharge any encumbrances or liens created by the Buyer and existing on the
<br />Default Property or part thereof as of the Revesting Date or to discharge or prevent from attaching or being
<br />made any subsequent encumbrances or liens due to obligations, defaults or acts of the Buyer, its successors
<br />or transferees; and (d) any amounts otherwise owing the Seller by the Buyer or its successor or transferee.
<br />
|