1
EXHIBIT 10.105
MUTUAL TERMINATION OF ASSET MANAGEMENT AGREEMENT
FOR OMNI AUSTIN HOTEL, AUSTIN, TEXAS
THIS INSTRUMENT ("Instrument") is executed and delivered by CRESCENT
REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited partnership
("Crescent"), and COI HOTEL GROUP, INC., Texas corporation ("COI Hotel")
effective ______________, 2000 (the "Effective Date"). Crescent and COI Hotel
are sometimes together called the "Parties" and each a "Party."
WHEREAS, Crescent and COI Hotel are parties to that certain Asset
Management Agreement dated as of January 1, 1999 (the "Omni Austin Agreement"),
pursuant to which COI Hotel provides asset management services at the Omni
Austin Hotel in Austin, Texas (the "Hotel"); and
WHEREAS, the Parties mutually desire to mutually terminate the Omni
Austin Agreement without continuing obligation or liability on the part of
either Party except as provided in this Instrument;
NOW, THEREFORE, in consideration of the foregoing premises, the
covenants and mutual releases herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
acting in accordance with Section 8.1 of the Omni Austin Agreement, the Parties
hereby agree that, as of the Effective Date:
1. The Omni Austin Agreement is hereby fully terminated, without
continuing obligation or liability on the part of either Party except as
provided in Paragraph 3 of this Instrument.
2. Subject to Paragraph 3 of this Instrument, each Party hereby fully,
finally and unconditionally releases, waives, discharges, and quitclaims the
other Party and its successors, assigns, affiliates, stockholders, partners,
directors, officers, employees, agents and representatives from any and all
rights, claims, obligations, duties, losses, liabilities, breaches, defaults,
demands, damages, causes of action and interests of any kind whatsoever, whether
known or unknown, whether actual or contingent, now existing or hereafter
arising, arising out of, resulting from, or arising in connection with, the Omni
Austin Agreement or any actual or alleged breach, default or nonperformance of
any terms thereof, whether known or unknown.
3. Notwithstanding anything to the contrary contained in this
Instrument, the Parties agree that, except as provided otherwise in this
Instrument, those provisions of the Omni Austin Agreement which expressly
survive termination of the Omni Austin Agreement shall survive the termination
of the Omni Austin Agreement effected by this Instrument and shall not be deemed
discharged by Paragraph 2 of this Instrument. Without limiting the preceding,
the Parties agree that Section 6.3 (Effect of Termination) of the Omni Austin
Agreement shall continue to apply in accordance with its terms, except that the
following provisions of such Section 6.3 are modified as provided in this
Paragraph 3:
1
2
(a) Section 6.3(b)(i): Deleted and all rights and obligations
of the Parties otherwise arising under this clause waived and
discharged, in the manner provided in Paragraph 2 of this Instrument;
(b) Section 6.3(b)(ii): Deleted and all rights and obligations
of the Parties otherwise arising under this clause waived and
discharged, in the manner provided in Paragraph 2 of this Instrument,
except, however, that Crescent shall continue to be obligated to
reimburse expenses, in accordance with Section 5.3 of the Omni Austin
Agreement, incurred or accrued prior to the Effective Date;
(c) Section 6.3(b)(vi): Modified, solely with respect to the
reference to Section 6.3 of the Omni Austin Agreement, to refer to the
provisions of such Section 6.3 as modified by this Instrument; and
(d) Last sentence of Section 6.3(b): Modified, solely with
respect to the reference to Section 6.3 of the Omni Austin Agreement,
to refer to the provisions of such Section 6.3 as modified by this
Instrument
4. The Parties agree that the termination of the Omni Austin Agreement
effected by this Instrument is not a termination of the Omni Austin Agreement
pursuant to Section 6.2(a) or 6.2(b).
5. THE VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS INSTRUMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO ITS CHOICE
OF LAW PRINCIPLES.
6. This Instrument may be executed in multiple counterparts, each of
which shall be deemed an original for all purposes and all of which when taken
together shall constitute a single counterpart instrument. Executed signature
pages to any counterpart instrument may be detached and affixed to a single
counterpart, which single counterpart with multiple executed signature pages
affixed thereto constitutes the original counterpart instrument. All such
counterpart pages shall be read as though one and shall have the same force and
effect as if all of the parties had executed a single signature page.
2
3
IN WITNESS WHEREOF, this Instrument has been executed and delivered as
of the Effective Date.
CRESCENT: CRESCENT REAL ESTATE EQUITIES LIMITED
PARTNERSHIP, a Delaware limited partnership
By: Crescent Real Estate Equities, Ltd.,
its general partner
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
COI HOTEL: COI HOTEL GROUP, INC., a Texas corporation
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
3
