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<br />.
<br />
<br />obligations, if prevented by: (a) fire, earthquake, hurricane, wind, flood, act of God, riot, or civil
<br />commotion occurring at the Facility, or (b) any law, ordinance, rule, regulation, or order of any public or
<br />military authority stemming from the existence of economic or energy controls, hostilities, war, or
<br />governmental law and regulation, or (c) labor dispute which results in a strike or work stoppage affecting
<br />the Facility or services described in this Agreement.
<br />
<br />Section 15.6 Assignment. Neither Party may assign this Agreement without the
<br />express written consent of the other Party, except as provided below. Any purported assignment in
<br />violation ofthis section is void. ProYided, however, that Manager may, without Owner's consent,
<br />assign this Agreement (either directly to another business entity or indirectly by modification of
<br />control or ownership of Manager) if, after the proposed assignment, either Ken MacDonald and/or
<br />Mike Jones remains (by virtue of equity ownership, direct or indirect, or by contract) in control of the
<br />assignee or resulting entity, or remains the decision-maker(s) for such assignee or entity with respect
<br />to material points of administration of this Agreement. The terms "control" and "controlled by" and
<br />"controlling" shall have the meanings given those terms under applicable federal securities laws.
<br />
<br />In the event of the possible death or incapacity of either MacDonald or Jones, assumption of
<br />ownership or control by an estate, guardian, personal representative, or commitee, as applicable
<br />(collectively "Personal Representative"), shall not be deemed an "assignment." Further, the Personal
<br />Representative may sell, assign, or otherwise convey the interest owned by MacDonald or Jones, as
<br />the case may be, without the Owner's consent.
<br />
<br />.
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<br />Manager shall provide prior notice to the Owner of any proposed assignment and shall, upon
<br />request of the Owner, provide reasonable documentation of same which is sufficient for the Owner to
<br />determine compliance with this section.
<br />
<br />Section 15.7 Notices. All notices required or permitted to be given pursuant to this
<br />Agreement shall be in writing and delivered personally or sent by registered or certified mail, return
<br />receipt requested, or by generally recognized, prepaid, overnight air courier services, or by facsimile if
<br />sent by another approved method, to the address and individual set forth below. All such notices to either
<br />party shall be deemed to have been provided when delivered, if delivered personally, three (3) days after
<br />mailing, if sent by registered or certified mail, or the next business day, if sent by generally recognized,
<br />prepaid, overnight air courier services, or upon receipt, in the case of facsimile in compliance with this
<br />paragraph.
<br />
<br />If to the Owner:
<br />
<br />If to Manager:
<br />
<br />City of Portsmouth
<br />801 Crawford Street
<br />Portsmouth, VA 23704
<br />
<br />Integrated Management Group, LLC
<br />3300 Building, Suite 305
<br />397 Little Neck Road
<br />Virginia Beach, VA 23452
<br />Facsimile: 757-463-6677
<br />Attention: Ken MacDonald or Mike Jones
<br />
<br />Facsimile: 757-393-5241
<br />Attention: James B. Oliver, Jr.,
<br />
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