01-09-12 Council Agenda & Packet

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(c) The incentives to be provided to Care Hotels as described herein are not intended to be and shall not be construed as a limitation upon the rights of Care Hotels to obtain any other rights, privileges, or benefits for which either might qualify under applicable law, and, except as otherwise provided herein, all incentives and benefits, whether conveyed herein or by applicable law, are intended to be cumulative. (d) The Parties agree that none of the Parties may assign its obligations under this Agreement to any other entity without the prior written consent of the remaining Parties, which consent will not be unreasonably withheld, except that without the consent of any other Party, Care Hotels may assign its rights, duties and obligations under this Agreement to any affiliate of Care Hotels. The City shall have reasonable cause to withhold consent of an assignment of this Agreement if it has a reasonable basis any transferee of all of Care Hotels' interest in the Chase Tower will not be able to comply with Section 2(d) of the Agreement or does not have the financial capability to sustain the successful operation of the hotel and office portion of the Chase Tower. Care Hotels shall provide the City with any information which will assist the City in evaluating the transferee's ability to operate a Qualified Hotel Brand, or office building. In the event of an assignment by Care Hotels under this Section 5(d) to a transferee of all of Care Hotel's interests in the Chase Tower, such transferee shall be required to assume in writing all of Care Hotels' rights, duties and obligations under this Agreement, and, thereafter, Care Hotels shall be released from such duties and obligations. (e) Care Hotels acknowledges that IND. CODE § 5-14-1.5 (the "Open Door Law") and IND. CODE § 5-14-3 (the "Access to Public Records Law") apply to governmental entities (including the City and the Commission), and the Open Door Law and the Access to Public Records Law may require disclosure of this Agreement and its Exhibits. Accordingly, Care Hotels agrees and understands that any proprietary or confidential information should be withheld from a governmental entity unless specifically and reasonably requested by that governmental entity in order for that governmental entity to complete its commitments under this Agreement. (f) If any one or more of the covenants or agreements provided in this Agreement on the part of any Party should be determined by a court of competent jurisdiction to be contrary to law, such covenants and agreements shall be null and void and shall be deemed separate from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. (g) This Agreement and all transactions contemplated hereby shall be governed by, construed in accordance with, and enforced under the laws of the State of Indiana, notwithstanding its choice of law rules to the contrary or any other state's choice of law rules. _ 6 - BDDB 01 4005215x7