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City Draft
<br /> G128/13
<br /> 1.1.102 "State"means the State of Catifornia.
<br /> 1.1.143 "Tide Companv" means First American Title Campany or such other
<br /> title insurance compamy as mutually agreed upon between the City and the Developer in writing.
<br /> 1.1.104 "Title Policv" means a standard owner's polic}� af title insurance
<br /> issued by the Title Company, with coverage in the amaunt of the Purchase Price and ir�.suring fee
<br /> title to the City Property vested in the Developer, subject 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 /> fallowing, whether by operation of law or otherwise, whether voluntary or involuntary, and
<br /> whether direct or indirect: (a) any assignment, conveyance, grant, hypothacation, mortgage,
<br /> pledge, sale, or other transfer, whether direct or indirect, of a11 or any part of such property,right
<br /> ar obtigation, or of any legal, beneficial, or equitable interest or estate in such praperty, 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, rnodification, 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 Tnterest(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 awnership) 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, hawever, include any of the foregoing (provided that the other Party to this
<br /> Agreernent has received Notice of such occurrence) relating ta any Equity Interest: {a)that
<br /> constitutes a mere change in form of ownership with no matezial change in beneficial ownership
<br /> and constitutes a tax-free transaction undex federal income taac law and the State real estate
<br /> transfer tax; {b)ta 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 perfoxaxied 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; #"ires; casualties; acts of God; freight
<br /> embargoes; lack of transportation; govern�nental restrictions, requirements or pr�ority, change in
<br /> Law that directly affects the Project and causes the delay; administrative appeals, arbitration or
<br /> litiga�ion (including litigation challeng�ing 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 inter�uption 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, iIliquidity, or insolvency.
<br /> 1.1.107 "Usuty Limit" means the highest rate of �nterest, if any, that Law
<br /> allows under the circumstances.
<br /> $2483.00OU917571312.10 13
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