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Counterparts. This MOU may be executed in counterparts, each ofwhich <br />when so executed shall be deemed an original, and all of which, together, <br />shall constitute one and the same instrument. <br /> <br />Assignment. Developer shall not have the right, power or authority to <br />assign this M0U or any portion of this M0U or to delegate any duties or <br />obligations arising under this MOU, voluntarily, involuntarily, by <br />operation of law or otherwise, without the City's and County's consent. <br />Notwithstanding the foregoing, Developer shall have the ability to assign <br />this MOU and the benefits under this MOU to any Affiliate, or to any <br />lender providing financing for the development of the Concord Marriott, <br />with the City's and County's consent, which consent shall not be <br />unreasonably withheld, conditioned or delayed. <br /> <br />Confidentiality. The parties hereto agree that during the negotiation of the <br />BA, the parties shall endeavor in good faith and use their best efforts not <br />to disclose (without the consent of the other parties hereto) any material <br />aspect of the terms and conditions of the BA to any unrelated party unless <br />required by law. <br /> <br />Authority. The parties hereto have the full legal power and authority to <br />enter into and perform this MOU in accordance with its terms, and this <br />MOU constitutes the valid and binding obligation of the parties, <br />enforceable in accordance with its terms. <br /> <br />EFFECT OF THIS MEMORANDUM OF UNDERSTANDI2N'G <br /> <br /> Notwithstanding any other provisions of this MOU, the City, County, <br />Tourism Authority and Developer expressly acknowledge and agree as follows: <br /> <br /> This is a memorandum of understanding only, and is not a <br />definitive agreement relating to any of the matters described herein. Except for <br />the obligations of the City, County, Tourism Authority and Developer to negotiate <br />in good faith the terms of the BA and except for the agreement of the City, <br />County and Tourism Authority that the Economic Incentive Program is intended <br />to induce the Developer to locate the Project in the City and to substantially assist <br />and encourage the Developer with economic incentives to locate and construct the <br />Project in the City as more fully detailed in the BA as duly authorized and <br />approved by the City, the County, the Tourism Authority and the Developer, as <br />applicable. Notwithstanding any provision of this MOU to the contrary, <br />Developer acknowledges and agrees: (i) that this MOU does not obligate the City <br />and County or in any way to approve, in whole or in part, any of the matters <br />described in this MOU; (ii) that all such matters shall be considered and processed <br />by the City and County, as applicable, in accordance with all otherwise applicable <br />requirements and procedures; and (ilo that the City and County reserve all rights <br />to approve, disapprove or approve with conditions all such matters in its <br /> <br />-8- <br /> <br /> <br />