*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
CUSIP No. 15188T108
|
SCHEDULE 13D |
Page 2 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Otsego Shares, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
978,274 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
978,274
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
978,274
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.1%
|
|
14
|
TYPE OF REPORTING PERSON
OO (Limited liability company)
|
CUSIP No. 15188T108
|
SCHEDULE 13D |
Page 3 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Otsego Holdings, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
978,274
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
978,274
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
978,274
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.1%
|
|
14
|
TYPE OF REPORTING PERSON
OO (Limited liability company)
|
CUSIP No. 15188T108
|
SCHEDULE 13D |
Page 4 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt Capital Partners, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
978,274
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
978,274
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
978,274
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.1%
|
|
14
|
TYPE OF REPORTING PERSON
OO (Limited liability company)
|
CUSIP No. 15188T108
|
SCHEDULE 13D |
Page 5 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt ELP, Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
978,274
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
978,274
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
978,274
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.1%
|
|
14
|
TYPE OF REPORTING PERSON
PN (Limited partnership)
|
CUSIP No. 15188T108
|
SCHEDULE 13D |
Page 6 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HB GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
978,274
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
978,274
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
978,274
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.1%
|
|
14
|
TYPE OF REPORTING PERSON
OO (Limited liability company)
|
CUSIP No. 15188T108
|
SCHEDULE 13D |
Page 7 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James C. Hunt
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
978,274
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
978,274
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
978,274
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.1%
|
|
14
|
TYPE OF REPORTING PERSON
IN (Individual)
|
CUSIP No. 15188T108
|
SCHEDULE 13D |
Page 8 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marion L. Hunt
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
978,274
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
978,274
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
978,274
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.1%
|
|
14
|
TYPE OF REPORTING PERSON
IN (Individual)
|
CUSIP No. 15188T108
|
SCHEDULE 13D |
Page 9 of 15
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Woodley L. Hunt
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
978,274
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
978,274
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
978,274
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.1%
|
|
14
|
TYPE OF REPORTING PERSON
IN (Individual)
|
CUSIP No. 15188T108
|
SCHEDULE 13D |
Page 10 of 15
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background.
|
4.
|
(a)
|
Hunt ELP, Ltd.
|
|
(b)
|
Hunt ELP’s business address is 4401 North Mesa Street, El Paso, Texas 79902.
|
|
(c)
|
Hunt ELP’s principal business is to serve as a holding company for HCP Pacific, LLC, a Delaware limited liability company, and other entities.
|
5.
|
(a)
|
HB GP, LLC
|
|
(b)
|
HB GP’s business address is 4401 North Mesa Street, El Paso, Texas 79902.
|
|
(c)
|
HB GP’s principal business is to serve as the general partner of Hunt ELP.
|
6.
|
(a)
|
James C. Hunt
|
|
(b)
|
James C. Hunt’s address is c/o Hunt Development Group, LLC, 980 North Michigan Avenue, Suite 1150, Chicago, Illinois 60611.
|
|
(c)
|
James C. Hunt’s principal occupation is to act as chief information officer of Hunt Companies, Inc. and as manager of HB GP.
|
CUSIP No. 15188T108
|
SCHEDULE 13D |
Page 11 of 15
|
7.
|
(a)
|
Marion L. Hunt
|
|
(b)
|
Marion L. Hunt’s address is c/o Hunt ELP, Ltd., 4401 North Mesa Street, El Paso, Texas 79902.
|
|
(c)
|
Marion L. Hunt’s principal occupation is to act as chief operating officer of Hunt Companies, Inc. and as member as well as manager of HB GP.
|
8.
|
(a)
|
Woodley L. Hunt
|
|
(b)
|
Woodley L. Hunt’s address is c/o Hunt ELP, Ltd., 4401 North Mesa Street, El Paso, Texas 79902.
|
|
(c)
|
Woodley L. Hunt’s principal occupation is to act as chief executive officer of Hunt Companies, Inc. and as member of HB GP.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 4.
|
Purpose of Transaction.
|
CUSIP No. 15188T108
|
SCHEDULE 13D |
Page 12 of 15
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
Item 5(a)-(b) is hereby amended and restated as follows:
|
“(a)
|
– (b) Otsego Shares, Otsego Holdings, HCP, Hunt ELP, HB GP, James C. Hunt, Marion L. Hunt and Woodley L. Hunt share beneficial ownership over 978,274 of the Common Shares, or 41.1% of the Issuer’s outstanding Common Shares. Hunt ELP, as the sole member and manager of HCP, the non-member manager of Otsego Holdings, the sole member of Otsego Shares, has voting and dispositive powers over the Common Shares beneficially owned by the Reporting Persons. HB GP, as the general partner of Hunt ELP, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Shares beneficially owned by the Reporting Persons. By virtue of James C. Hunt's position as non-member manager of HB GP, James C. Hunt may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Shares beneficially owned by the Reporting Persons and, therefore, James C. Hunt may be deemed to be the beneficial owner of 978,274 of the Common Shares. By virtue of Marion L. Hunt's position as managing member of HB GP, Marion L. Hunt may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Shares beneficially owned by the Reporting Persons and, therefore, Marion L. Hunt may be deemed to be the beneficial owner of 978,274 of the Common Shares. By virtue of Woodley L. Hunt's position as a member of HB GP, Woodley L. Hunt may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Shares beneficially owned by the Reporting Persons and, therefore, Woodley L. Hunt may be deemed to be the beneficial owner of 978,274 of the Common Shares.”
|
CUSIP No. 15188T108
|
SCHEDULE 13D |
Page 13 of 15
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
CUSIP No. 15188T108
|
SCHEDULE 13D |
Page 14 of 15
|
OTSEGO SHARES, LLC | |||
By:
|
Otsego Holdings, LLC,
|
||
its sole member
|
|||
By: | Hunt Capital Partners, LLC, | ||
its non-member manager
|
|||
|
By:
|
/s/ Alan T. Fair | |
Name: | Alan T. Fair | ||
Title: | President | ||
OTSEGO HOLDINGS, LLC | |||
By:
|
Hunt Capital Partners, LLC,
|
||
its non-member manager
|
|||
|
By:
|
/s/ Alan T. Fair | |
Name: | Alan T. Fair | ||
Title: | President | ||
HUNT CAPITAL PARTNERS, LLC | |||
|
By:
|
/s/ Alan T. Fair | |
Name: | Alan T. Fair | ||
Title: | President | ||
HUNT ELP, LTD. | |||
By:
|
HB GP, LLC,
|
||
its general partner
|
|||
|
By:
|
/s/ Marion L. Hunt | |
Name: | Marion L. Hunt | ||
Title: | Manager | ||
HB GP, LLC | |||
|
By:
|
/s/ Marion L. Hunt | |
Name: | Marion L. Hunt | ||
Title: | Manager | ||
/s/ James C. Hunt | |||
James C. Hunt | |||
/s/ Marion L. Hunt | |||
Marion L. Hunt |
CUSIP No. 15188T108
|
SCHEDULE 13D |
Page 15 of 15
|
/s/ Woodley L. Hunt | ||
Woodley L. Hunt |
1.
|
Standstill. Acquirer hereby agrees that during the Standstill Period (as defined below), Acquirer will not, directly or indirectly, acting alone or in concert with others, unless specifically invited on an unsolicited basis in writing in advance by the board of trustees of the Company, (i) commence, or announce its intention to commence, a tender or exchange offer pursuant to Regulation 14D under the Exchange Act, as applicable, for any and all shares of the Company’s capital stock, (ii) commence a proxy solicitation with respect to a meeting of the Company’s shareholders, (iii) nominate trustees to the board of the Company and (iv) submit any proposal to the shareholders of the Company (each of (i) through (iv), a “Specified Action”). For the avoidance of doubt and notwithstanding anything to the contrary herein, it is understood and agreed that, in connection with any Specified Action or for any purpose whatsoever, in Acquirer’s sole discretion, Acquirer may publicly disclose and/or utilize any information that is furnished to or on behalf of Acquirer by or on behalf of the Company (whether prepared by the Company, its Representatives or otherwise, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential). Notwithstanding the foregoing, in the event the Company, in Acquirer’s reasonable determination, materially breaches its obligations under Section 3(a) below, this Section 1 shall no longer apply.
|
2.
|
Exclusivity. The Company hereby agrees that during the Standstill Period, neither the Company nor anyone acting on their behalf shall: (a) engage in negotiations with or provide any information to any person, other than Acquirer or its designee, concerning any Acquisition Proposal (as defined below), or (b) solicit, initiate or encourage the submission (or attempt to submit) of any inquiry or proposal contemplating any Acquisition Proposal. In addition to the foregoing, during the Standstill Period, in the event that any officer or trustee of the Company receives or learns of any Acquisition
|
|
Proposal, the Company shall immediately notify Acquirer in writing of all of the material terms of such Acquisition Proposal or other offer. During the Standstill Period, the Company shall negotiate in good faith with Acquirer in order to attempt to reach mutual agreement on a Transaction with the Company.
|
3.
|
Conduct of the Business of the Company; Duty to Disclose.
|
|
(a)
|
Except for the entering into and as contemplated by this Agreement, or with the prior written consent of Acquirer, during the period from the date of this Agreement to the termination of this Agreement in accordance with its terms, the Company shall conduct its operations only in the ordinary course of business consistent with past practice and shall preserve intact the business organization of the Company to preserve the goodwill of customers, suppliers and all other persons having business relationships with the Company. Without limiting the generality of the foregoing, prior to the termination of this Agreement in accordance with its terms, the Company shall not do anything set forth on Schedule A hereto except to the extent described on Schedule B hereto and except to the extent actions are required under agreements that are in legal force and effect on the date hereof without the prior written consent of Acquirer.
|
|
(b)
|
Except as set forth on Schedule B hereto, from and following March 15, 2013, the Company has not taken or permitted to be taken any action set forth on Schedule A hereto. The Company shall immediately notify Acquirer in writing of any action set forth on Schedule A hereto that shall take place on or following the date hereof.
|
|
(c)
|
Subject to the penultimate sentence of Section 1 hereto, Acquirer acknowledges that the information set forth in paragraphs (1), (2), (3), (5) and (6) on Schedule B hereto has not been publicly disclosed and is provided to in confidence. Acquirer confirms that it is aware and that its Representatives have been or will be advised that federal securities laws may prohibit any person who possesses material, non-public information about a company from purchasing or selling securities of such company, and from communicating such material, non-public information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, so long as such information remains material and non-public.
|
4.
|
No Liability, Reliance or Obligation. Except as set forth in Section 2 above, neither Party shall have any obligation to commence or continue discussions or negotiations, to reach or execute any agreement or to refrain from entering into or continuing any discussions, negotiations and/or agreements at any time with any third party, unless and until a formal written agreement is executed by the Company and Acquirer, and only to the extent provided therein.
|
5.
|
Remedies. It is understood and agreed that money damages may not be a sufficient remedy for any breach of this Agreement by any Party or any of its Representatives and that the non-breaching Party may be entitled to seek equitable relief, including injunction
|
|
and specific performance, as a remedy of such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity to the non-breaching Party. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives has breached this Agreement, or if a Party does not prevail in any such action, such breaching or non-prevailing Party shall be liable for and pay to the other Party on demand the reasonable legal fees and expenses incurred by the non-breaching or prevailing Party in connection with such litigation, including any appeal therefrom.
|
6.
|
Certain Definitions.
|
7.
|
Waivers and Amendments. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other exercise thereof or the exercise of any other right, power or privilege hereunder. No alteration, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing signed by a duly authorized representative of each Party. No provision hereof or right hereunder may be
|
|
waived except by a separate written letter executed by an authorized officer of the waiving Party, which writing expressly waives an identified portion of this Agreement.
|
8.
|
Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, one business day after being sent to the recipient by reputable overnight courier service (charges prepaid) or five business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to each Party at the address indicated on the signature page to this Agreement or to such other address or to the attention of such other person as the recipient Party has specified by prior written notice to the sending Party.
|
9.
|
Choice of Law/Consent to Jurisdiction. The validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without regard to the conflicts of laws principles thereof. Each Party hereby irrevocably and unconditionally consents to the exclusive jurisdiction of the federal and state courts in the State of Delaware for any action, suit or proceeding arising out of or related hereto. Each Party hereto further hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in the federal and state courts of the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in any inconvenient forum.
|
10.
|
Severability. If any provision or portion of this Agreement should be determined by any court or agency of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part in any jurisdiction, and such determination should become final, such provision or portion shall be deemed to be severed in such jurisdiction, but only to the extent required to render the remaining provisions and portions of this Agreement enforceable, and this Agreement as thus amended shall be enforced in such jurisdiction to give effect to the intention of the Parties insofar as that is possible, and further, the Agreement shall continue without amendment in full force and effect in all other jurisdictions. In the event of any such determination, the Parties shall negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intents and purposes hereof.
|
11.
|
Construction. For purposes of this Agreement, reference to Acquirer and the Company, as applicable, shall also include their respective Subsidiaries and Affiliates. The term “person” as used in this Agreement shall be interpreted broadly to include the media and any corporation, group, individual or other entity. The word “including” (and all variations) shall mean including without limitation. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.
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12.
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Counterparts. For the convenience of the Parties, any number of counterparts of this Agreement may be executed by the Parties hereto. Each such counterpart shall be, and shall be deemed to be, an original instrument, but all such counterparts taken together shall constitute one and the same Agreement. A facsimile copy of this Agreement or any signatures hereon shall be considered as originals for all purposes.
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13.
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Successors and Assigns. The benefits of this Agreement shall inure to the respective successors and assigns of the Parties hereto, and the obligations and liabilities assumed in this Agreement by the Parties hereto shall be binding upon their respective successors and assigns.
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14.
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Termination. Except as otherwise provided herein, the provisions of this Agreement shall continue in full force and effect at all times until expiration of the Standstill Period.
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15.
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Headings. The headings to the Sections and subsections contained herein are for identification purposes only and are not to be construed as part of this Agreement.
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16.
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Entire Agreement. This Agreement embodies the entire agreement and understanding of the Parties hereto and supersedes any and all prior agreements, arrangements and understandings, written or oral, relating to the matters provided for herein.
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HUNT CAPITAL PARTNERS, LLC
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By:
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/s/ Alan T. Fair | |
Name: Alan T. Fair | |||
Title: President | |||
Address: 1225 17th Street, Suite 1400
Denver, CO 80202
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Attention: Mr. Alan T. Fair, President
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Facsimile:
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CENTERLINE HOLDING COMPANY
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By:
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/s/ Robert L. Levy | |
Name: Robert L. Levy | |||
Title: Chief Executive Officer | |||
Address: 100 Church Street, 15th Floor
New York, NY 10007
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Attention: Robert L. Levy
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Facsimile: 212-593-5769
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