Stock Puchase Agrmt #14
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of
tj II 0/ , 1996, between Loews Hotels Holding Corporation, a Delaware corporation
(the '''Buyer''), and Miami Beach Redevelopment Agency, a public body corporate and politic
(the "Stockholder").
RECITALS:
A. In February 1993, the City Center/Historic Convention Village Redevelopment
and Revitalization Area was officially established by the adoption of a Redevelopment Plan
(the "Redevelopment Plan"), resulting from the combined efforts of the City of Miami Beach,
a municipal corporation of the State of Florida (the "City"), the Stockholder, Metropolitan
Dade County and the State of Florida. The purposes of the Redevelopment Plan are, among
other things, to eliminate blight, establish redevelopment, foster the development of
convention quality hotels, ancillary improvements and facilities, and necessary linkages to the
Miami Beach Convention Center.
B. Pursuant to the Redevelopment Plan, the Stockholder acquired land, known as
Site I-A, which it has agreed to make available for a convention headquarters hotel
(the "Hotel").
C. In furtherance of the Redevelopment Plan, the City published a Request for
Proposals (the "RFP") dated November 29, 1993, seeking, among other things, proposals for
the development and operation of a convention headquarters hotel.
D. By virtue of a resolution adopted on July 21, 1994, after a public review
process, Stockholder selected an affiliate of Buyer from among the groups which submitted
proposals pursuant to the RFP and directed representatives of the Stockholder to negotiate the
terms under which an affiliate of Buyer would develop, construct, own and operate the Hotel
in accordance with requirements of the RFP.
E. Stockholder and an affiliate of Buyer entered into a Letter of Intent (as the same
may have been amended from time to time, the "Letter of Intent"), dated May 3, 1995, and
approved by Buyer, and the City, which, among other things, provides for the development,
construction, furnishing and equipping of the Hotel, and requires that the entity constituting
the affiliate of Buyer for purposes of certain of the definitive agreements contemplated by the
Letter of Intent be one of the entities owned by Stockholder and listed in the Letter of Intent
(one of which entities is MB Redevelopment, Inc., a Florida corporation (the "Company")).
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F. Toward that end, Buyer desires to purchase all of the outstanding shares of
common stock, par value $0.01 per share ("Common Stock"), of the Company, and the
Stockholder desires to sell such shares to Buyer on the terms and conditions hereinafter set forth.
G. Accordingly, in consideration of the premises and of the respective covenants and
agreements contained herein, the parties hereto hereby agree as follows:
ARTICLE 1
PURCHASE AND SALE OF SHARES
1.1 Purchase and Sale. Upon the terms and subject to the conditions set forth
in this Agreement, (i) the Stockholder shall sell to Buyer, and Buyer shall purchase from the
Stockholder, 1000 shares of the Common Stock, representing all of the outstanding shares of
Common Stock (the "Shares") for an aggregate purchase price (the "Purchase Price") of $10.00
in cash and (ii) at the Closing referred to in Section 1.2 hereof:
(a) The Stockholder shall sell, assign, transfer and deliver to Buyer the Shares
and deliver the certificate representing such Shares accompanied by stock powers duly
executed in blank and with all necessary stock transfer and other documentary stamps
attached; and
(b) Buyer shall accept and purchase the Shares from the Stockholder and in
payment therefor shall deliver to the Stockholder immediately available funds in an
amount equal to the Purchase Price.
1.2 Closing. The purchase and sale of the Shares pursuant to this Agreement
(the "Closing") shall take place at the offices of Hughes Hubbard & Reed, 201 S. Biscayne
Boulevard, Suite 2500, Miami, Florida 33131, at 10:00 AM on the date of this Agreement or
such other time and date as may be agreed by the parties. The date on which the Closing is to
occur is herein referred to as the "Closing Date".
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDER AS TO THE COMPANY
The Stockholder hereby represents and warrants to Buyer that as of the Closing
Date:
2.1 Organization and Good Standing; Subsidiaries. The Company is a
corporation duly organized, validly existing and in good standing under the laws of the State of
Florida and has all requisite corporate power and authority to own, lease and operate its
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properties and to carry on its business as now being conducted. The Company has previously (or
contemporaneously with the execution of this Agreement) delivered to Buyer complete and
correct copies of its Articles of Incorporation and all amendments thereto to the date hereof and
its By-Laws, as presently in effect. The Company has no subsidiaries.
2.2 Capitalization. The authorized capital stock of the Company consists of
one thousand (1,000) shares of Common Stock, of which, as of the date hereof, 1,000 Shares are
issued and outstanding. The Shares have been validly authorized and issued, are fully paid and
nonassessable and have not been issued in violation of any preemptive rights or of any federal or
state secW'ities law. There is no security, option, warrant, right, call, subscription, agreement,
commitment or understanding of any nature whatsoever, fixed or contingent, that directly or
indirectly (i) calls for the issuance, sale, pledge or other disposition of any shares of capital stock
of the Company or any securities convertible into, or other rights to acquire, any shares of capital
stock of the Company, (ii) obligates the Company to grant, offer or enter into any of the
foregoing or (iii) relates to the voting or control of such capital stock, securities or rights. The
Company has not agreed to register any securities under the Securities Act of 1933 (the
"Securities Act").
2.3 Financial Statements. Attached hereto as Exhibit A is the Company's
balance sheet as of the date hereof, which is in accordance with the books and records of the
Company and presents fairly, in all material respects, the financial position of the Company as of
the date indicated.
2.4 Absence of Material Adverse Effect. Since November 8, 1993, there has
been no Material Adverse Effect and there is no condition, development or contingency of any
kind existing or in prospect which, so far as reasonably can be foreseen at this time, may result in
any Material Adverse Effect including, without limitation, any Claim (as defined in Section 2.5
hereof) or any damage, destruction or loss to any asset of the Company (whether or not covered
by insurance).
2.5 Legal Matters.
(a) There is no claim, action, suit, litigation, investigation, inquiry, review or
proceeding (collectively, "Claims") pending against, or, to the best knowledge of the
Stockholder, threatened against or affecting, the Company, or any of its properties or rights
before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial
authority and (ii) the Company is not subject to any judgment, decree, writ, injunction, ruling or
order (collectively, "Judgments") of any governmental, administrative or judicial authority.
(b) The business of the Company is being conducted in compliance with all
laws, ordinances, codes, rules, regulations, standards, Judgments and other requirements of all
governmental, administrative or judicial authorities (collectively, "Legal Requirements")
applicable to the Company or any of its businesses or properties.
(c) The Company holds, and is in compliance with, all franchises, licenses,
permits, registrations, certificates, consents, approvals or authorizations (collectively, "Permits")
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required by all applicable Legal Requirements. The Company owns or holds all Permits material
to the conduct of its business. No event has occurred and is continuing which permits, or after
notice or lapse of time or both would permit, any modification or termination of any Permit.
2.6 Liabilities. The Company has no liabilities or obligations, whether
absolute, accrued, contingent or otherwise. The Company was incorporated on November 8,
1993. Since its incorporation, the Company has been completely inactive; the only activity
conducted by the Company has been the issuance of its capital stock to Seller, the adoption of
Bylaws, and the periodic election of officers and directors. The Company has not, directly or
indirectly, engaged in any business, incurred any liability or taken any other action of any kind
whatsoever.
2.7 Material Contracts, Permits, Licenses or Concessions. The Company has
no outstanding contracts, loan agreements, permits, licenses, concessions and understandings,
whether written or oral relating to the assets and business of the Company, or to which the
Company is a party.
2.8 Real Properties. The Company owns no fee, leasehold or other interest in
real property.
2.9 Brokers. Neither the Company, nor any director, officer or employee
thereof, nor any Stockholder, has employed any broker or finder or has incurred or will incur any
broker's, finder's or similar fees, commissions or expenses, in each case, in connection with the
transactions contemplated by this Agreement.
2.10 Tax Matters.
(i) The Company has duly and timely filed with the appropriate United
States, foreign, state, local and other governmental agencies all tax returns, reports and other
documents ("Tax Returns") required to be filed by it with respect to taxable years of the
Company ending on or before the date hereof. Such Tax Returns have been prepared, or will be
prepared, in accordance with all applicable regulations and are, or will be, true, correct and
complete. The Company has timely paid or made appropriate provision, or will timely payor
make appropriate provision for the payment of all Taxes due and payable on such Tax Returns
otherwise required to be paid.
(ii) There are no actions or proceedings now pending against the Company
with respect to any Taxes, nor are there any matters under discussion between the Company and
any governmental authority regarding or relating to claims for additional Taxes with reference to
the Company or its business.
(iii) For the purposes of this subparagraph, the term "Tax" or "Taxes" shall be
defined to mean and include any tax, fees, levies, customs duties or charges of any type imposed
by any taxing authority (including, without limitation, U.S. Federal, state and local Taxes,
foreign Taxes and any interest charges, penalties, additions to tax, additional amounts, fees, fines
or assessments with respect thereto.
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(iv) The Company has not been included in any consolidated, combined or
unitary Tax Returns.
(v) The Company has complied with all applicable laws, rules and regulations
relating to information reporting with respect to payments made to third parties and the
withholding of and payment of withheld Taxes and has timely withheld from employee wages
and other payments and paid over to the proper taxing authorities all amounts required to be so
withheld and paid over for all periods under all applicable laws.
(vi) The Company will not have any liability under any tax sharing agreement
or tax indemnity agreement on or after the Closing Date.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDER AS TO ITSELF
The Stockholder hereby represents and warrants to Buyer as follows:
3.1 Ownership of Shares; Title. The Stockholder is the owner of record and
beneficially of 1000 Shares. The Stockholder has, and shall transfer to Buyer at the Closing,
good and marketable title to the Shares free and clear of any and all Security Interests, proxies
and voting or other agreements.
3.2 Authority. The Stockholder has all requisite power and authority and has
full legal capacity and is competent to execute, deliver and perform this Agreement and to
consummate the transactions contemplated hereby (including the disposition of the Stockholder's
Shares to Buyer). This Agreementhas been duly executed and delivered by the Stockholder and
constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder
in accordance with its terms (except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by
the principles governing the availability of equitable remedies). The execution, delivery and
performance of this Agreement by the Stockholder and the consummation of the transactions
contemplated hereby does not and will not:
(i) (after notice or lapse of time or both) conflict with, result in a breach of
any provision of, constitute a default under, result in the modification or cancellation of,
or give rise to any right of termination, or acceleration in respect of, any commitment,
contract, agreement or understanding, to which the Stockholder is a party or otherwise
bound;
(ii) violate or conflict with any Legal Requirements applicable to the
Stockholder or any of the Stockholder's properties; or
(iii) require any authorization, consent, order, permit or approval of, or notice
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to, or filing, registration or qualification with, any governmental, administrative or
judicial authority.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
OF BUYER
Buyer hereby represents and warrants to the Stockholder as follows:
4.1 Organization and Good Standing. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
4.2 Authority; Approvals and Consents. Buyer has all requisite power and
authority to enter into this Agreement and has full legal capacity and is competent to execute,
deliver and perform this Agreement and to consummate the transactions contemplated hereby.
The execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized and approved by the Board of
Directors of Buyer and no other corporate proceedings on the part of Buyer are necessary to
authorize and approve this Agreement and the transactions contemplated hereby. This
Agreement has been duly executed and delivered by, and constitutes a valid and binding
obligation of, Buyer, enforceable against Buyer in accordance with its terms (except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors' rights generally or by the principles governing the availability
of equitable remedies). The execution, delivery and performance of this Agreement by the Buyer
and the consummation of the transactions contemplated hereby does not and will not:
(i) (after notice or lapse of time or both) conflict with, result in a breach of
any provision of, constitute a default under, result in the modification or cancellation of,
or give rise to any right of termination, or acceleration in respect of, any commitment,
contract, agreement or understanding, to which the Buyer is a party or otherwise bound;
(ii) violate or conflict with any Legal Requirements applicable to the Buyer or
any of the Buyer's properties; or
(iii) require any authorization, consent, order, permit or approval of, or notice
to, or filing, registration or qualification with, any governmental, administrative or
judicial authority.
4.3 Acquisition of Stock for Investment. Buyer is acquiring the Shares for its
own account and with no intention of distributing or reselling the Shares or any part thereof in
any transaction which would be in violation of the securities laws of the United States of
America or any state, without prejudice, however, to Buyer's rights at all times to sell or
otherwise dispose of all or any part of the Shares pursuant to registration under such laws or
under an exemption from such registration available under such laws. The Buyer acknowledges
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that the Shares have not been registered under such securities laws and will not be registered by
the Stockholder, that there is no market for the Shares and that the Shares may contain a legend
or legends evidencing their lack of registration. Buyer is an "accredited investor" as such term is
defined in Rule 501(1) of Regulation D, promulgated under the Securities Act of 1933. Buyer
has the ability to bear the economic risks of the purchase of the Shares and Buyer is able, without
materially impairing its financial condition, to hold the Shares for an indefinite period of time
and not suffer a complete loss on its investment in the Shares. Buyer acknowledges that it has
been provided the opportunity to ask questions and receive answers from duly authorized officers
or other representatives of the Company concerning the Company. Nothing contained in this
Section 4.3 shall be deemed to limit or otherwise affect any of the Stockholder's representations
or warranties set forth in this Agreement.
4.4 Brokers. Neither Buyer, nor any director, officer or employee thereof, has
employed any broker or finder or has incurred or will incur any broker's, finder's or similar fees,
commissions or expenses, in each case, in connection with the transactions contemplated by this
Agreement.
ARTICLE 5
LEGAL OPINIONS
5.1 Opinion of the Company's and Stockholder's Counsel. At the Closing,
Buyer shall have been furnished with the opinions of the General Counsel for the Stockholder,
and Squire, Sanders & Dempsey, counsel for the Company and the Stockholder, dated the
Closing Date, to the effect that:
(i) The Company is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Florida. The Stockholder is duly organized and validly
existing under the laws of the State of Florida.
(ii) The Company has the corporate power and authority to own its respective
assets and to carry on its respective business as it is now being conducted. The Stockholder has
the power to execute, deliver and perform this Agreement and any other agreements, instruments
or documents required hereby or contemplated herein; and all corporate authorizations and
approvals necessary to consummate the transactions contemplated hereby have been obtained by
the Stockholder.
(iii) This Agreement, and any other agreements and any instruments or
documents required to be executed by the Stockholder pursuant hereto and thereto have been
duly executed and delivered by the Stockholder and are the valid and binding obligations of the
Stockholder enforceable in accordance with their respective terms, except as the same may be
limited by any applicable bankruptcy, reorganization, insolvency, moratorium or other similar
laws from time to time in effect affecting creditors' rights generally and except that such counsel
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need express no opinion as to the availability of the remedies of specific performance and other
equitable relief under or by virtue of such agreements.
(iv) Neither the execution and delivery of this Agreement, other agreements or
other instruments or docwnents required to be executed and delivered by the Stockholder
pursuant hereto, nor the consummation of the transactions contemplated hereby will violate any
law, rule or regulation applicable to the Stockholder or the Shares, or conflict with, result in a
breach of, or entitle any party (with due notice or lapse of time or both) to terminate, accelerate
or call a default with respect to any agreement to which the Stockholder is a party or by which
the Company or the Stockholder or their respective properties or assets are bound; nor will such
actions violate or be inconsistent with the Company's Articles of Incorporation or By-Laws or
Stockholder's organizational charter.
As to any matter contained in such opInIon which involves the laws of a
jurisdiction other than the State of Florida, such counsel may deliver the opinions of local
counsel of established reputation reasonably satisfactory to Buyer which opinions shall expressly
state that they may be relied upon by such counsel and by Buyer. Such opinion may also
expressly rely as to matters of fact upon the certificates furnished by appropriate officers of the
Company or Stockholder or appropriate governmental officials.
5.2 Opinion of Buyer's Counsel. At the Closing, the Stockholder shall have
been furnished with the opinions of the General Counsel for the Buyer, and Hughes Hubbard &
Reed, counsel to Buyer, dated the Closing Date, to the effect that:
(i) Buyer is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Delaware.
(ii) Buyer has the corporate power and authority to own its respective assets and
to carry on its respective business as it is now being conducted. Buyer has the corporate power
to execute, deliver and perform this Agreement and any other agreements, instruments or
docwnents required hereby or contemplated herein; and all corporate authorizations and
approvals necessary to consummate the transactions contemplated hereby have been obtained by
Buyer.
(iii) This Agreement, and any other agreements and any instruments or
docwnents required to be executed by Buyer pursuant hereto have been duly executed and
delivered by Buyer are the valid and binding obligations of Buyer enforceable in accordance with
respective terms, except as the same may be limited by any applicable bankruptcy,
reorganization, insolvency, moratoriwn or other similar laws from time to time in effect affecting
creditors' rights generally and except that such counsel need express no opinion as to the
availability of the remedies of specific performance and other equitable relief under or by virtue
of such agreements.
(iv) Neither the execution and delivery of this Agreement, other agreements or
other instruments or docwnents required to be executed and delivered by Buyer pursuant hereto
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nor the consummation of the transactions contemplated hereby will violate any law, rule or
regulation applicable to Buyer, or conflict with, result in a breach of, or entitle any party (with
due notice or lapse of time or both) to terminate, accelerate or call a default with respect to any
agreement to which Buyer is a party or by which Buyer or its properties or assets are bound; nor
will such actions violate or be inconsistent with Buyer's Articles ofIncorporation or By-Laws.
As to any matter contained in such opinion which involves which involves the laws of a
jurisdiction other than the State of Florida, such counsel may deliver the opinions of local
counsel of established reputation reasonably satisfactory to the Stockholder which opinions shall
expressly state that they may be relied upon by Buyer's counsel and by the Stockholder. Such
opinion may also expressly rely as to matters of fact upon the certificates furnished by
appropriate officers of the Buyer or appropriate governmental officials.
ARTICLE 6
TERMINATION
6.1 Termination. This Agreement may be terminated at any time prior to the
Closing only by mutual consent of Buyer and the Stockholder or due to breach of this Agreement
which is not cured within five (5) days after written notice. If Buyer or the Stockholder shall
terminate this Agreement pursuant to the provisions hereof, such termination shall be effected by
notice to the other parties specifying the provision hereof pursuant to which such termination is
made.
6.2 Effect of Termination. Except (i) for any breach of this Agreement and (ii) as
set forth in Section 8.1 hereof, upon the termination of this Agreement pursuant to Section 6.1
hereof, this Agreement shall forthwith become null and void and none of the parties hereto or
any of their respective officers, directors, employees, agents, consultants, stockholders or
principals shall have any liability or obligation hereunder or with respect hereto.
ARTICLE 7
SURVIVAL AND INDEMNIFICATION
7.1 Survival. All representations, warranties, covenants and agreements
contained in this Agreement, or in any Schedule, certificate, document or statement delivered
pursuant hereto, shall survive (and not be affected in any respect by) the Closing, any
investigation conducted by any party hereto and any information which any party may receive.
7.2 Indemnification. The parties shall indemnify each other as set forth
below:
(a) The Stockholder shall indemnify and hold harmless Buyer and each of its
directors and officers, from and against (i) any and all losses, damages, liabilities and claims
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arising out of, based upon or resulting from (x) any inaccuracy as of the date hereof or as of the
Closing Date of any representation or warranty of the Stockholder which is contained in or made
pursuant to this Agreement or (y) any breach by the Stockholder of any of its obligations
contained in or made pursuant to this agreement and (ii) any and all fees, costs and expenses of
any kind related thereto (including, without limitation, any and all Legal Expenses (as defined
below)). As used herein, "Legal Expenses" of a person shall mean any and all reasonable fees,
costs and expenses of any kind reasonably incurred by such person and its counsel in
investigating, preparing for, defending against or providing evidence, producing documents or
taking other action with respect to, any threatened or asserted claim, before, during and after trial,
and on appeals, so long as Buyer is the prevailing party.
(b) Buyer shall indemnify and hold hannless the Stockholder and each of its
directors and officers from and against (i) any and all losses, damages, liabilities and claims
arising out of, based upon or resulting from (x) any inaccuracy as of the date hereof or as of the
Closing Date of any representation or warranty of Buyer which is contained in or made pursuant
to this Agreement or (y) any breach by Buyer of any of its obligations contained in or made
pursuant to this Agreement and (ii) any and all fees, costs and expenses of any kind related
thereto (including, without limitation, any and all Legal Expenses), before, during and after trial,
and on appeals, so long as Stockholder is the prevailing party.
(c) Promptly after receipt by any person entitled to indemnification under this
Section 7.2 (an "indemnified party") of notice of the commencement of any action in respect of
which the indemnified party will seek indemnification hereunder, the indemnified party shall
notify each person that is obligated to provide such indemnification (an "indemnifying party")
thereof in writing, but any failure to so notify the indemnifying party shall not relieve it from any
liability that it may have to the indemnified party other than under this Article 7. The
indemnifying party shall be entitled to participate in the defense of such action and, provided that
within fifteen (15) days after receipt of such written notice the indemnifying party confirms in
writing its responsibility therefor and reasonably demonstrates that it will be able to pay the full
amount of potential liability in connection with any such claim, to assume control of such
defense with counsel reasonably satisfactory to such indemnified party; provided, however, that:
(i) the indemnified party shall be entitled to participate in the defense of such
claim and to employ counsel at its own expense to assist in the handling of such claim;
(ii) the indemnifying party shall obtain the prior written approval of the
indemnified party before entering into any settlement of such claim or ceasing to defend
against such claim, if pursuant to or as a result of such settlement or cessation, injunctive
or other equitable relief would be imposed against the indemnified party; and
(iii) the indemnifying party shall not be entitled to control (but shall be entitled
to participate at its own expense in the defense of), and the indemnified party shall be
entitled to have sole control over, the defense or settlement of any claim to the extent the
claim seeks an order, injunction or other equitable relief against the indemnified party
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which, if successful, could materially interfere with the business, operations, assets,
condition (financial or otherwise) or otherwise, or prospects of the indemnified party.
After written notice by the indemnifying party to the indemnified party of its election to asswne
control of the defense of any such action, the indemnifying party shall not be liable to such
indemnified party hereunder for any Legal Expenses subsequently incurred by such indemnified
party in connection with the defense thereof. If the indemnifying party does not asswne control
of the defense of such claim as provided in this Section 7.2( c), the indemnified party shall have
the right to defend such claim in such manner as it may deem appropriate at the cost and expense
of the indemnifying party, and the indemnifying party will promptly reimburse the indemnified
party therefor in accordance with this Section 7.2. The reimbursement of fees, costs and
expenses required by this Section 7.2 shall be made by periodic payments during the course of
the investigation or defense, as and when bills are received or expenses incurred.
(d) In the event that the indemnifying party shall be obligated to
indemnify the indemnified party pursuant to this Article 7, the indemnifying party shall, upon
payment of such indemnity in full, be subrogated to all rights of the indemnified party with
respect to the claims to which such indemnification relates.
ARTICLE 8
MISCELLANEOUS
8.1 Expenses. Except as otherwise expressly set forth in this Agreement, each
of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys,
accountants, investment bankers or others engaged by such party) in connection with this
Agreement and the transactions contemplated hereby whether or not the transactions
contemplated hereby are consummated; The Company shall not bear any legal or other expenses
of the Stockholder.
8.2 Headings. The section headings herein are for convenience of reference
only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise
affect any of the provisions hereof.
8.3 Notices. Whenever it is provided herein that notice, demand, request,
consent, approval or other communication shall or may be given to, or served upon, either of the
parties by the other, or whenever either of the parties desires to give or serve upon the other any
notice, demand, request, consent, approval or other communication with respect hereto, each
such notice, demand, request, consent, approval or other communication shall be in writing and
shall be effective for any purpose only if given or served by (i) certified or registered U.S. Mail,
postage prepaid, return receipt requested, (ii) personal delivery with a signed receipt or (iii) a
recognized national courier service, addressed as follows:
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If to Buyer: Loews Hotels Holding Corporation
667 Madison Avenue
New York, New York 10021
Attention: Corporate Secretary
and to:
Hughes Hubbard & Reed
201 S. Biscayne Boulevard, Suite 2500
Miami, Florida 33131
Attention: William A. Weber, Esq.
If to Stockholder:
Miami Beach Redevelopment Agency
Executive Director
1700 Convention Center Drive
Miami Beach, Florida 33139
with a copy to:
Miami Beach Redevelopment Agency
General Counsel
1700 Convention Center Drive
Miami Beach, Florida 33139
and
Squire Sanders & Dempsey
Two Renaissance Square
40 North Central Avenue
Suite 2700
Phoenix, Arizona 85004
Attention: Richard F. Ross, Esq.
Any such notice may be given, in the manner provided in this Section, on either party's behalf by
its attorneys designated by such party by notice hereunder.
Effectiveness. Every Notice shall be effective on the date actually received, as
indicated on the receipt therefor or on the date delivery thereof is refused by the recipient thereof.
8.4 Assignment. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
permitted assigns, and the provisions of Article 7 shall inure to the benefit of the indemnified
parties referred to therein; provided, however, that neither this Agreement nor any of the rights,
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interests, or obligations hereunder may be assigned by any of the parties hereto without the prior
written consent of the other parties.
8.5 Entire Agreement. This Agreement embodies the entire agreement and
understanding of the parties with respect to the transactions contemplated hereby and supersedes
all prior written or oral commitments, arrangements or understandings with respect thereto.
There are no restrictions, agreements, promises, warranties, covenants or undertakings with
respect to the transactions contemplated hereby other than those expressly set forth herein.
8.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall be one and the
same agreement.
8.7 Governing Law. This Agreement shall be governed by the laws of the
State of Florida (regardless of the laws that might be applicable under principles of conflicts of
law) as to all matters, including but not limited to matters of validity, construction, effect and
performance.
8.8 Certain Definitions. For purposes of this Agreement:
(a) "Material Adverse Effect" shall mean any change in, or effect on, the
Company (including the business thereof) which is, or with reasonable probability might be,
materially adverse to the business, operations, assets, condition (financial or otherwise) or
prospects of the Company; and
(b) "person" shall mean an individual, corporation, partnership, joint venture,
limited liability company, limited liability partnership, estate, trust, unincorporated association or
other entity; any Federal, state, county or municipal government or any bureau, department,
political subdivision or agency thereof; and any fiduciary acting in such capacity on behalf of any
of the foregoing.
8.9 Severability. If anyone or more of the provisions of this Agreement shall
be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions of this Agreement shall not be affected thereby. To the extent permitted by
applicable law, each party waives any provision of law which renders any provision of this
Agreement invalid, illegal or unenforceable in any respect.
8.10 Specific Performance. Buyer and the Stockholder recognize that any
breach of the terms of this Agreement may give rise to irreparable harm for which money
damages would not be an adequate remedy, and accordingly agree that, in addition to other
remedies, any nonbreaching party shall be entitled to enforce the terms of this Agreement by a
decree of specific performance without the necessity of proving the inadequacy as a remedy of
money damages.
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W6-MI96191 0.062/07/1 0/96
8.11 Additional Agreements. Subject to the terms and conditions of this
Agreement, each of the parties hereto agrees to use its best efforts at its own expense to take, or
cause to be taken, all action and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective the
transactions contemplated by this Agreement.
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W6-MI96191 0.062/07/1 0/96
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
BUYER:
LOEWS HOTELS HOLDING CORP.
ATTEST:
Secretary
By:
Name:
Title:
By:
Date:
Date:
STOCKHOLDER:
MIAMI BEACH RE
AGEN
ATTEST:
By:J6 luff- r~cJ~
Robert Parcher
Secretary
Date: q (11 i tj {,
'I LIe; hb
t I
Date:
FORM APPROVED
REDEVELOPMENT AGENCY
GENERAL COUN EL
By
Date ;f/l1t
-15-
W6-MI96191 0.062/07/1 0/96
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
BUYER:
LOEWS HOTELS HOLDING CORP.
ATTEST~.u,( If#; -. J~
By: / ~\ . ~-
~e~r~~~ rson
Date: 9 //1/e; rr
Date:
STOCKHOLDER:
MIAMI BEACH REDEVELOPMENT
AGENCY
ATTEST:
By:
By:
Robert Parcher
Secretary
Seymour Gelber, Chairman
Date:
Date:
-15-
W6-MI961910.062/07/1 0/96
EXHIBIT "A"
MB Redevelopment, Inc.
Balance Sheet
As Of September 19. 1996
Auttl
AmQWJ.1
Unamortized Organizational Costs
llO
liAbilities and Capital
1000 Shares of .01 Par Value Common Stock
.llQ