22 - Amendment to Economic Development Agreement with Emerald Hospitality

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Article VI—Termination; Repayment 6.1 Termination. This Agreement shall terminate upon any one of the following: (a) by written agreement of the parties; (b) Expiration Date; (c) by either party in the event the other party breaches any terms or conditions of this Agreement and such breach is not cured within thirty (30) days after written notice thereof; (d) by City, if Company suffers an Event of Bankruptcy or insolvency; (e) by City, if any Impositions owed to the City or the State of Texas by Company shall become delinquent (provided, however, that the Company retains the right to timely and properly protest and contest any such Impositions); or (f) by either party, if any subsequent Federal or State legislation or any decision of a court of competent jurisdiction declares or renders this Agreement invalid, illegal, or unenforceable. 6.2 Repayment. In the event the Agreement is terminated by the City at any time during the Grant Periods pursuant to Section 6.1(c) (following an uncured breach by the Company), (d), (e), or (f) (provided such legislation or decision requires repayment of the Annual Grants), the Company shall immediately repay to the City an amount equal to the Annual Grants previously paid by the City to the Company as of the date of such termination, plus interest at the rate periodically announced by the Wall Street Journal as the prime or base commercial lending rate, or if the Wall Street Journal shall ever cease to exist or cease to announce a prime or base lending rate, then at the annual rate of interest from time to time announced by Citibank, N.A. (or by any other New York money center bank selected by the City) as its prime or base commercial lending rate, which shall accrue from the date of the first payment of the Annual Grants during such period until paid. 6.3 Right of Offset. The City may, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to the City from the Company, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court.