Res 2007-183 - Laserfiche WebLink

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12.19 Entire Agreement. This Lease (including the Exhibits attached hereto and incorporated herein, if any) and the other documents delivered pursuant to this Lease or referenced herein constitute the full and entire understanding and agreement between the Parties with regard to the subject matter hereof. There are no representations, promises or agreements of Lessor or Lessee regarding the subject matter of this Lease not contained in this Lease, the Exhibits attached hereto or the other documents delivered pursuant to this Lease or referenced herein. 12.20 Counterparts. This Lease may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. 12.21 Limitation on Damages. Anything to the contrary in this Lease notwithstanding, Lessee hereby waives any consequential damages, compensation or claims for inconvenience, loss of business, rents or profits as a result of any injury or damage, whether or not caused by the willful or negligent act of Lessor or its representatives, agents or employees. Notwithstanding anything contained herein appearing to the contrary, it is expressly agreed that any liability of Lessor to Lessee for money damages arising out of a breach of Lessor's obligations hereunder shall be limited to an amount equal to Lessor's equity interest in the Conference Center and the Land. 12.22 Memorandum of Lease Agreement. Upon either Party's request, the other Party shall execute and allow such party to record in Hays County, Texas, a Memorandum of Lease Agreement with respect to this Lease. In the event such a Memorandum is recorded, the parties agree that upon a termination of this Lease, the Parties shall execute and record a termination of such Memorandum of Lease Agreement. 12.23 Termination of Master Agreement. In the event the Master Agreement is terminated pursuant to the terms of Section 6.1 thereof, it is expressly agreed that this Lease shall terminate as well and neither Parry shall have any rights or obligations one unto the other hereunder. Furthermore, it is expressly agreed that Lessor shall have no obligation to construct the Conference Center, and hence no liability hereunder, in the event Lessee fails to construct the Hotel pursuant to the terms of the Master Agreement. 12.24 Renewal Right. To the extent Lessor may lawfully do so without (i) violating any provisions of "Texas law applicable to Lessor, or (ii) same resulting in this Lease being deemed or construed as a sale of the Leased Premises under any applicable law, Lessor hereby grants Lessee the right to renew this Lease (the "Renewal Option") for a period of fifteen (15) years (the "Renewal Term") following the Expiration Date on the same terms and conditions contained in this Lease except that the annual Base Rent for each year of the Renewal Term shall be the greater of (i) the product obtained by multiplying $565,762.50, being the Base Rent for the last year of the Original Term, times the CPI Adjustment Factor (as defined herein) or (ii) $565,762.50. A Base Rent payment in the amount of one-half (1/2) of the annual Base Rent for the Renewal Term shall be due and payable on each July 1 S and January 1 S during the Renewal Term with the first such payment being due on July 1 S, 2032 (i.e., if the annual Base Rent for each year of the renewal term is $700,000.UO, a rent payment in the amount of $350,000.00 would be due on July 1S, 2032 and on each January 15th and July 15th thereafter). Lessee's Renewal Option may be exercised only if (i) Lessee is not in default under this Lease at the time 25 2025904.1