|
17-57381
<br /> Licensee immediately prior to such sale own, directly or indirectly, less than 50% of the
<br /> combined voting power of the outstanding voting equity interests of Licensee, (b)any sale
<br /> of all or substantially all of the assets of(i)Licensee and(ii)to the extent such entities exist,
<br /> Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization,
<br /> recapitalization, merger or consolidation involving Licensee. Notwithstanding the
<br /> foregoing, any reorganization, recapitalization, merger or consolidation following which the
<br /> equity interest holders of Licensee immediately prior to such reorganization,
<br /> recapitalization, merger or consolidation own, directly or indirectly, at least 50% of the
<br /> combined voting power of the outstanding voting equity interests of Licensee or any
<br /> successor thereto or the entity resulting from such reorganization, recapitalization, merger
<br /> or consolidation shall not be deemed an assignment.
<br /> 26.3 Notwithstanding the provisions of Section 26.1 above or anything contained in this License
<br /> to the contrary, if Licensee sells, assigns, transfers, or hypothecates this License or any
<br /> interest herein in contravention of the provisions of this License (a "Purported
<br /> Assignment") to another party (a "Purported Transferee"), the Purported Transferee's
<br /> enjoyment of the rights and privileges granted under this License shall be deemed to be
<br /> the Purported Transferee's agreement to be bound by all of the terms and provisions of
<br /> this License, including but not limited to the obligation to comply with the provisions of
<br /> Section 15 above concerning insurance requirements. In addition to and not in limitation
<br /> of the foregoing, Licensee, for itself, its successors and assigns, shall indemnify, defend
<br /> and hold harmless Licensor for all Liabilities of any nature,kind or description of any person
<br /> or entity directly or indirectly arising out of, resulting from or related to (in whole or in part)
<br /> a Purported Assignment.
<br /> 26.4 Licensor shall have the right to transfer and assign, in whole or in part, all of its rights and
<br /> obligations under this License, and upon any such transfer or assignment, Licensor shall
<br /> be released from any further obligations hereunder, and Licensee agrees to look solely to
<br /> the successor in interest of Licensor for the performance of such obligations.
<br /> 26.5 The provisions of this Section 26 shall survive the expiration or earlier termination of this
<br /> License.
<br /> 27 Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one
<br /> party to the other shall be in writing and the same shall be given and shall be deemed to have been
<br /> served and given if (i) placed in the United States mail, certified, return receipt requested, or (ii)
<br /> deposited into the custody of a nationally recognized overnight delivery service, addressed to the
<br /> party to be notified at the address for such party specified below, or to such other address as the
<br /> party to be notified may designate by giving the other party no less than thirty (30) days' advance
<br /> written notice of such change in address.
<br /> If to Licensor: Jones Lang LaSalle Brokerage, Inc.
<br /> 4200 Buckingham Road, Suite 110
<br /> Fort Worth, TX 76155
<br /> Attn: Permits/Licenses
<br /> with a copy to: BNSF Railway Company
<br /> 2301 Lou Menk Dr., GOB 3-W
<br /> Fort Worth, TX 76131
<br /> Attn: Senior Manager Real Estate
<br /> If to Licensee: LBG 38, LLC
<br /> 1040 West Georgia Street, Suite 800
<br /> Vancouver, BC V6E 41-11
<br /> Attn: Tom Timmons
<br /> 32330630.2 16 Form 424;Rev.20190916
<br />
|