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7.A. - Page 141
<br /> 1.1.102 " State " means the State of California.
<br /> 1.1.103 "Title Company" means First American Title Company or such other
<br /> title insurance company as mutually agreed upon between the City and the Developer in writing.
<br /> 1.1.104 "Title Policv" means a standard owner's policy of title insurance
<br /> issued by the Title Company, with coverage in the amount of the Purchase Price and insuring fee
<br /> title to the City Property vested in the Developer, subj ect to the Permitted Exceptions, plus any
<br /> additional supplements or endorsements requested and paid for by Developer, as set forth in
<br /> Section 3.9 of this Agreement.
<br /> 1.1.105 "Transfer" of any property, right or obligation means any of the
<br /> following, whether by operation of law or otherwise, whether voluntary or involuntary, and
<br /> whether direct or indirect: (a) any assignment, conveyance, grant, hypothecation, mortgage,
<br /> pledge, sale, or other transfer, whether direct or indirect, of all or any part of such property, right
<br /> or obligation, or of any legal, beneficial, or equitable interest or estate in such property, right or
<br /> obligation or any part of it (including the grant of any easement, lien, or other encumbrance);
<br /> (b) any conversion, exchange, issuance, modification, reallocation, sale, or other transfer of any
<br /> direct or indirect Equity Interest(s) in the owner of such property, right or obligation by the
<br /> holders of such Equity Interest(s); (c) any transaction described in "b" affecting any Equity
<br /> Interest(s) or any other interest in such property, right or obligation or in any such owner (or in
<br /> any other direct or indirect owner at any higher tier of ownership) through any manner or means
<br /> whatsoever; or (d) any transaction that is in substance equivalent to any of the foregoing. A
<br /> "Transfer" shall not, however, include any of the foregoing (provided that the other Party to this
<br /> Agreement has received Notice of such occurrence) relating to any Equity Interest: (a) that
<br /> constitutes a mere change in form of ownership with no material change in beneficial ownership
<br /> and constitutes a tax-free transaction under federal income tax law and the State real estate
<br /> transfer tax; (b) to member(s) of the immediate family(ies) of the transferor(s) or trusts for their
<br /> benefit; or (c) to any Person that, as of the Close of Escrow Date, holds an Equity Interest in the
<br /> entity whose Equity Interest is being transferred.
<br /> 1.1.106 "Unavoidable Delav" means a delay in either Party performing any
<br /> obligation required to be performed by such Party under this Agreement, except payment of
<br /> money, arising from or on account of any cause whatsoever beyond the Party's reasonable
<br /> control, despite such Party's reasonable diligent efforts, including war; act of terrorism;
<br /> insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; freight
<br /> embargoes; lack of transportation; governmental restrictions, requirements or priority; change in
<br /> Law that directly affects the Project and causes the delay; administrative appeals, arbitration or
<br /> litigation (including litigation challenging any Approval); unusually severe weather; inability to
<br /> secure necessary labor, materials or tools; acts or failure to act of any public or governmental
<br /> agency or entity (except that acts or the failure to act of the City shall not excuse performance by
<br /> the City); the presence of Hazardous Substances on the Site; or substantial interruption of work
<br /> due to other construction by third parties in the immediate vicinity of the Site. Unavoidable
<br /> Delay shall not include delay caused by a Party's financial condition, illiquidity, or insolvency.
<br /> 1.1.107 "Usurv Limit" means the highest rate of interest, if any, that Law
<br /> allows under the circumstances.
<br /> 82483.00009\7571312.11 13
<br /> ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM
<br /> REV: 07-19-13 PT
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