22 - Amendment to Economic Development Agreement with Emerald Hospitality

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contractual or otherwise, to any other person or entity, it being the intention of the parties that the Company shall be responsible for the repayment of any Grants paid to the Company herein that include sales and use tax receipts that the State of Texas has determined were erroneously paid, distributed, or allocated to the City. Article V—Conditions to Annual Grants The City's obligation to pay the Annual Grants shall be conditioned upon the compliance and satisfaction by the Company of the terms and conditions of this Agreement and each of the conditions set forth in this Article V. 5.1 Payment Request. The Company shall, as a condition precedent to the payment of each Annual Grant, provide the City with the applicable payment request. 5.2 Good Standing. The Company shall not have an uncured breach or default of this Agreement. 5.3 Room Nights. Subject to availability and reasonable advance notice, the Company agrees to provide the City with ten (10) room nights every year during which the City may utilize these room nights. A room night shall be the use of one room per night so that if the City utilized all 10 rooms in one night, this would constitute the 10 room nights allotted to the City per this section. Notwithstanding the foregoing, on an annual basis, Company shall provide to the City by January 31 st of each year this Agreement is in effect, certain proposed "blackout dates" which the City cannot utilize for purposes of this Section; provided however, the "blackout dates" shall be subject to the mutual agreement of the City and the Company. 5.4 Event Center Use. Subject to availability and reasonable advance notice, the Company agrees to provide the City with five (5) days' use of the event space every year during which the City may utilize the space Notwithstanding the foregoing, on an annual basis, Company shall provide to the City by January 31st of each year this Agreement is in effect, certain proposed "blackout dates" which the City cannot utilize for purposes of this Section; provided however, the "blackout dates" shall be subject to the mutual agreement of the City and the Company. 5.5 Required Use. During the period beginning on the Effective Date and continuing until the Expiration Date, the Leased Premises shall not be used for any purpose other than the Required Use, and the operation of the Leased Premises in conformance with the Required Use shall not cease for more than thirty (30) continuous days except in connection with and to the extent of any event of Force Majeure. The Hotel shall be open for business no later than December 31, 2023.