01-09-12 Council Agenda & Packet

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SECTION 3. Conditions to Obligations of the Parties. The Parties acknowledge and understand that notwithstanding anything in this Agreement to the contrary (i) the Parties must take future actions to undertake and implement certain obligations under this Agreement; (ii) the representations of and performance of the covenants and agreements of the City are subject to and contingent upon compliance with and completion of applicable statutory and administrative procedures, including, without limitation, applicable public notice and public hearing requirements, official actions by governing bodies, and any remonstrance and appeal rights; and (iii) the representations of and performance of the covenants and agreements of Care Hotels are subject to and contingent upon (A) approval of this Agreement by the Members and/or such other limited liability company approval as is required by the governing documents of Care Hotels, and (B) the satisfaction of the conditions and contingencies set forth in this Agreement. Each Party covenants that it shall use its best efforts to do all things lawfully within its power to take the necessary actions to effectuate the obligations contemplated hereby and otherwise implement this Agreement to the fullest extent possible in accordance with the time frames set forth herein, unless such dates are extended by mutual written consent of the Parties. SECTION 4. Closing Dates, 'Termination. (a) The Parties shall use commercially reasonable efforts to enter into the Closing Agreements, and complete the sale of the Garage Interest to the Commission upon the earlier of February 29, 2012 or fourteen (14) days from the date that Care Hotels receives a fee simple interest in the Chase Tower (the "Closing Date"). The Closing Date shall be extended as necessary should events beyond the control of the Parties inhibit Care Hotels' ability to obtain fee simple title to the Chase Tower. (b) The Parties agree to promptly execute and deliver such additional agreements, instruments and documents (including those specifically identified herein), provide such additional financial or technical information, hold and attend such public hearings or meetings relating to the projects contemplated herein and the additional actions required by this Agreement, and take such additional actions as may reasonably be required from time to time in order to effectuate the obligations contemplated by this Agreement. (c) The City, the Commission and Care Hotels may terminate this Agreement (and this Agreement shall have no force and effect and the Parties shall have no further obligations under this Agreement) immediately upon written notice to the other Parties if the actions required in this Section 4 have not been completed by the Closing Date, unless such date is extended by mutual written consent of the Parties. SECTION 5. General. (a) The Parties agree that time is of the essence in the matters described herein. (b) The City, in good faith, shall expedite the review and approval of all required environmental, health, safety, construction and other permits, licenses, commitments and approvals relating to the Building Improvements. - 5 - BDDBOI 90052150