Resolution 5871 - Laserfiche WebLink

PERFORMANCE MUST BE FILED AND SERVED UPON THE CITY WITHIN ONE HUNDRED EIGHTY (180) DAYS AFTER THE EXPIRATION OF THE TEN (10) DAY PERIOD DESCRIBED IN THIS SENTENCE) THE CITY'S OBLIGATION TO EXECUTE AND DELIVER THE DEED AND TO CONVEY THE CITY PROPERTY TO OM. EXCEPT AS SET FORTH HEREIN, OM SHALL NOT HAVE THE RIGHT TO RECOVER DAMAGES OF ANY KIND OR TO OBTAIN OTHER EQUITABLE RELIEF, INCLUDING, WITHOUT LIMITATION, ANY EQUITABLE ADJUSTMENT TO THE TERMS OF THE SALE OF THE PROPERTY. IN CONNECTION WITH ANY SUCH ACTION FOR SPECIFIC PERFORMANCE, AS A CONDITION PRECEDENT TO OM'S ELECTION TO PURSUE AN ACTION FOR SPECIFIC PERFORMANCE, OM SHALL HAVE FULLY PERFORMED ALL OF OM'S OBLIGATIONS (EXCEPTING THOSE WHICH CITY'S DEFAULT OR FAILURE TO PERFORM HAVE MADE IMPOSSIBLE FOR OM TO COMPLY WITH) AND MADE ALL DELIVERIES REQUIRED TO BE PERFORMED OR DELIVERED ON OR BEFORE CLOSING, INCLUDING, WITHOUT LIMITATION, DELIVERING TO TITLE COMPANY THE PURCHASE PRICE AND ALL OTHER FUNDS REQUIRED OF OM r4V OM' NITIALS THE CITY'S INITIALS 14. GENERAL TERMS RELATED TO DISPOSITION OF THE CITY PROPERTY 14.1 Assignment of Right to Purchase Prior to Closing OM may assign its rights to acquire one or more parcels within the City Property under this Agreement, together with any improvements located thereon, to an Affiliated Entity without the prior written consent of the City, provided (i) OM gives the City written notice of any such assignment at least fifteen (15) days before Closing and the consummation of any such transaction, to one or more Affiliated Entities (as defined below), (ii) the assignee is an Affiliated Entity of OM, and (iii) the assignee assumes all of the obligations and liabilities of OM under this Agreement with respect to such conveyance parcel(s). For purposes of this Agreement, an "Affiliated Entity" or the plural "Affiliated Entities" shall mean (A) a corporation, partnership, limited liability company or other entity in which OM has and will retain, until the Minimum Development Elements have been completed and a Certificate of Completion issued, an economic ownership interest that is no less (after distribution to all investors of their capital and return of capital) than that of any other equity owner together with primary management and day-to-day operational control of the Development and the corporation, partnership, limited liability company or other entity, (B) any single asset entity formed by OM to hold and/or manage the Development (or portion thereof) in which Morgan Dene Oliver and James L. McMillan and/or Paul Buss (the "OM Principals") have and will collectively retain, until the Minimum Development Elements have been completed and a Certificate of Completion issued, an economic ownership interest that is no less (after distribution to all investors of their capital and return of capital) than that of any other equity owner (with the interests of any affiliated owners being aggregated for this purpose) together with primary management and day-to-day operational control of the management of the single asset entity and of the Development, or(C) any entity in which the OM Principals have and will collectively retain, until the Minimum Development Elements have been completed and a Certificate of Completion issued, an economic ownership interest that is no less (after -22- 06107-0063i LEGAL 13023969.1