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distribution to all investors of their capital and return of capital) than that of any other equity
<br /> owner (with the interests of any affiliated owners being aggregated for this purpose) together
<br /> with primary management and day-to-day operational control of such entity and of the
<br /> Development. Notwithstanding the foregoing, if OM or the OM Principals do not or will not
<br /> retain voting control of the Affiliated Entity, then no assignment shall be permitted unless the
<br /> City approves of the owners who will have voting control of the Affiliate Entity; provided,
<br /> however, the City will not object to Principal Life Insurance Company or another comparable
<br /> financial institution as an owner with potential voting control of the Affiliate Entity. OM may
<br /> not otherwise assign its rights under this Agreement without the prior written consent of the City,
<br /> which consent may be withheld by the City in its sole and absolute discretion. Any assignment,
<br /> whether or not the consent of the City is required, shall be subject to all the provisions, terms,
<br /> covenants and conditions of this Agreement, the assignee shall jointly and severally assume in
<br /> writing the obligations of OM hereunder, OM shall, in any event, continue to be and remain
<br /> liable under this Agreement, as it may be amended from time to time, without notice to OM, and
<br /> in all events no such assignment may result in a delay of Closing.
<br /> 14.2 Brokers
<br /> The Parties each represent and warrant to the other that no real estate agent or broker was
<br /> involved in negotiating the transaction contemplated herein. In the event any other claims for
<br /> real estate commissions, fees or compensation arise in connection with this transaction, the Party
<br /> so incurring or causing such claims agrees to indemnify, defend and hold harmless the other
<br /> Party from any loss or damage. including attorneys' fees, that said other Party suffers because of
<br /> said claims.
<br /> 14.3 Return of Documents
<br /> In the event that this Agreement is terminated or cancelled without OM acquiring the
<br /> City Property under the circumstances set forth in Section 12, OM shall, within five (5) business
<br /> days thereafter, deliver to the City without representation or warranty all third party reports,
<br /> studies, surveys, plans, drawings and other materials obtained by OM from third parties
<br /> pertaining to the City Property that are in OM's possession or control (the "OM Deliverables").
<br /> The OM Deliverables shall include, at a minimum, the complete copies of and the right to use
<br /> the following: all market research reports prepared by CB Richard Ellis on the retail and office
<br /> markets, including its Retail Segmentation and Demographic Analysis; all residential studies and
<br /> data on the for-sale housing prepared by NewHomeTrends, including information on product
<br /> materials and configurations; all apartment development studies and data collection by GVA
<br /> Kidder Mathew; all conceptual master plans, layouts and models prepared by Gensler; (master
<br /> plan architect); all conceptual housing plans and models prepared by Mithun; (residential
<br /> architect); all conceptual landscape plans, schematic drawings and studies prepared by EDAW;
<br /> all surveys, road layouts; and configurations and traffic studies prepared by Perteet Inc.; all
<br /> studies, surveys and site plans prepared by GeoEngineers and its subconsultants for the
<br /> preparation of the Environmental Impact Statement (EIS) including studies on the land and
<br /> shoreline use, park and recreation facilities; cultural and historic resources, transportation, public
<br /> services, utilities, geology and soils, air quality, surface water, groundwater, stormwater
<br /> treatment, plants and animals, energy and natural resources, environmental health, and flood
<br /> analysis including computer models/simulations and ordinary high water mark delineation, and
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