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fact that one document provides for greater, lesser or different rights or obligations than the other <br />shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be <br />simultaneously enforced or performed. <br />21.11 Time of the Essence. Time is of the essence under this Agreement and in the performance <br />of every term, covenant, and obligation contained herein. <br />21.12 Conflict of Interest. No member, official or employee of the City shall have any direct <br />or indirect interest in this Agreement, nor participate in any decision relating to the Agreement <br />which is prohibited by law. <br />21.13 Warranty Against Payment of Consideration. Developer warrants that it has not paid <br />or given, and will not pay or give, any third person any money or other consideration for <br />obtaining this Agreement. <br />21.14 Nonliability of City Officials and Employees. No member, official or employee of <br />City shall be personally liable to Developer, or any successor in interest, in the event of any <br />default or breach by City or for any amount which may become due to Developer or successor, <br />or on any obligation under the terms of this Agreement. <br />21.15 Plans and Data. Where Developer does not proceed with the work and construction <br />of the Project, and when this Agreement is terminated with respect thereto for any reason, <br />Developer shall deliver to City any and all plans and data concerning the Property, and City or <br />any person or entity designated by City shall have the right to use such plans and data without <br />compensation to Developer. Such right of City shall be subject to any right of the preparer of the <br />plans to their use. <br />21.16 Authority to Enter Agreement. Each undersigned represents and warrants that its <br />signature hereinbelow has the power, authority and right to bind their respective parties to each of <br />the terms of this Agreement, and shall indemnify the City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such authority or power is not, <br />in fact, held by the signatory or is withdrawn. <br />21.17 Transfer of Developer Limited Partner's Interest. Notwithstanding anything to the <br />contrary in this Agreement or the Loan Documents, no consent shall be required of the City (and <br />it shall not be deemed a default or an Event of Default under any of the Loan Documents), in <br />connection with the transfer and /or the assignment by the Developer's limited partner of its <br />interest in the Developer to an entity controlled or managed by an entity which is related to or <br />under common control with the Developer's limited partner. <br />21.18 Removal of Developer's General Partner. Notwithstanding anything to the contrary in <br />this Agreement or the Loan Documents, the removal and /or replacement of a General Partner for <br />cause in accordance with the Partnership Agreement shall not require the consent of the City and <br />shall not shall not constitute a default or an Event of Default under this Agreement or the Loan <br />Documents or accelerate the maturity of the City Loan. If the Developer's limited partner <br />exercises its right to remove a General Partner, City will not unreasonably withhold its consent to <br />.M <br />