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Docuslgn Envelope ID:OF42FBD7-AC52-4266-A257-BBE14D182B71
<br /> Docusign � pfTFAE" ment 73 Filed 0130I24 Page 197 of 202 Page
<br /> ID #:1354
<br /> Seller,the inspection Period, the Escrow,the Deposit,the Independent Consideration,the
<br /> Amendments, the Extensions, the Extension Pees, the Released Funds, the Project-
<br /> Related Costs, the Ordinances, or the CLIP Requirement (collectively,the "Assigned
<br /> Claims"). The Assigned Claims are being assigned to Assignee"as-is"without
<br /> representation or warranty.
<br /> 3. Assignee's Discretion. Assignee, in its own name and for its own benefit,
<br /> shall be entitled to prosecute, collect, settle, compromise, dismiss, release, abandon,or
<br /> otherwise discharge any or all of the Assigned Claims in any manner as Assignee in its
<br /> sole discretion deems advisable. Assignee's discretion shall include the decision of
<br /> whether or not to file the Action, whether or not to settle the Action at any time,
<br /> including following the entry of judgment, and whether or not to collect any amount
<br /> awarded in the Action. Assignee agrees that it shall indemnify, protect and hold Assignor
<br /> harmless for any out-of-pocket, discovety-related or trial-related attorney's fees or costs
<br /> incurred by Assignor in connection with the Action.
<br /> 3. Recovery. In the event that SOS obtains any monetary recovery in the
<br /> Action (the "Recovery"), the first of the Recovery funds shall be distributed to reirburse
<br /> SOS and Turner for any actual attorney's fees and costs incurred in connection with tile,
<br /> Action. In the event the Recovery is not sufficient to fully reimburse both SOS and
<br /> Turner's actual attorney's fees and costs,the Recovery shall be divided between tile.
<br /> Parties on a pro rata basis, based on the.percentage of the total amount of attorney's fees
<br /> and costs that each Party incurred. In the event there are any remaining Recovery funds
<br /> after reimbursement of the Parties' actual attorney's fees and costs, the Recovery shall be
<br /> used to satisfy any obligations for cost reimbursement under the Term Sheet that have not
<br /> been satisfied as of the date orthe Recovery (but flor the avoidance of doubt, nothing in
<br /> this Agreement shall modify any obligations under the Term Sheet). Thereafter, SOS
<br /> shall receive a litigation bonus from the Recovery consisting of twenty-five percent
<br /> (25%) of the total remaining Recovery (net of the Parties' attorney's fees and costs and
<br /> unsatisfied Term Sheet obligations), to compensate SOS for taking on the risk and cost of
<br /> pursuing the Action. In the event there are any Recovery funds remaining after payment
<br /> of the litigation bonus to SOS, those funds wil I be divided equally between SOS and
<br /> Turner.
<br /> 4. Representations and Warranties, Each of the Parties represents to the
<br /> other that: (a) such Party has the sole legal power, right and authority to enter into this
<br /> Agreement; (b) all requisite corporate action has been taken by such Party in connection
<br /> with entering into this Agreement; (c) no additional consent of any individual, officer,
<br /> director, shareholder, partner, member, manager, trustee, trustor, beneficiary, creditor,
<br /> investor,judicial or administrative body,governmental authority or other.Party shall be
<br /> required for such party to consummate the transaction contemplated by this Agreement;
<br /> and (d)the individuals executing this Agreement on behalf of such Party have the legal
<br /> power, right and actual authority to bind such Party to the terns and conditions hereof.
<br /> 5. Counterparts. This Agreement:may be executed electronically and any
<br /> number of counterparts and shall constitute an agreement binding on both Parties,
<br /> notwithstanding that both Parties are not signatories to the original or the same
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