No. 2241 approving a development agreement with gameday centers Southeastern, LLC and related matters

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(a) in the case of the Developer, is addressed to or delivered personally to the Developer as follows: Mr. Gary B. Spillers Gameday Centers Southeastern, LLC 2555 Cumberland Parkway, Suite 200 Atlanta, Georgia 30339 and b) in the case of the Commission is addressed to or delivered personally to: or at sucn orner aaaress with respect to either such party as that party may from time to time designate in writing and forward to the other as provided in this Section. 12.11 Governing Law. This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. 12.12 Corporate Authority. The undersigned persons executing and delivering this Agreement on behalf of the Developer represent and certify that they are the duly authorized partners of Developer and have been fully empowered to execute and deliver this Agreement and that all necessary partnership action has been taken and done by Developer. 12.13 No Third -Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Agreement or any term, covenant, or condition hereof, as third -party beneficiaries or otherwise, and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of the parties herein. 12.14 Assignment. Developer shall not assign its rights under this Agreement without the prior written consent of the Commission. Notwithstanding the foregoing, the Developer may, without written consent of the Commission, assign this Agreement and its rights hereunder to an entity that: (a) is affiliated with and controlled by the Developer, (b) delivers to the Commission a written agreement in which it assumes the obligations of the Developer under this Agreement and in which the Developer guarantees the entity's performance under this F:\ DATA \SHARE \Legal \Wpdata \SEP\Economic Development \Gameday \Gameday Development Agreement (version 4).doc 14 With a copy to: South Bend Redevelopment Commission City Attorney 1200 County -City Building City of South Bend, Department of Law 227 West Jefferson Boulevard 1400 County -City Building South Bend, Indiana 46601 227 West Jefferson Boulevard South Bend, Indiana 46601 or at sucn orner aaaress with respect to either such party as that party may from time to time designate in writing and forward to the other as provided in this Section. 12.11 Governing Law. This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. 12.12 Corporate Authority. The undersigned persons executing and delivering this Agreement on behalf of the Developer represent and certify that they are the duly authorized partners of Developer and have been fully empowered to execute and deliver this Agreement and that all necessary partnership action has been taken and done by Developer. 12.13 No Third -Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Agreement or any term, covenant, or condition hereof, as third -party beneficiaries or otherwise, and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of the parties herein. 12.14 Assignment. Developer shall not assign its rights under this Agreement without the prior written consent of the Commission. Notwithstanding the foregoing, the Developer may, without written consent of the Commission, assign this Agreement and its rights hereunder to an entity that: (a) is affiliated with and controlled by the Developer, (b) delivers to the Commission a written agreement in which it assumes the obligations of the Developer under this Agreement and in which the Developer guarantees the entity's performance under this F:\ DATA \SHARE \Legal \Wpdata \SEP\Economic Development \Gameday \Gameday Development Agreement (version 4).doc 14