LLC Interests Purchase Agrmt - Pink Shell Beach

Exhibit 10.3 LIMITED LIABILITY COMPANY INTERESTS AND ASSET
PURCHASE AGREEMENT This Limited Liability Company Interests and Asset Purchase Agreement (this " Agreement" ), is dated as of May 19, 2006 (the " Effective Date" ), by and among BellBoy, Inc., a Delaware corporation (" LLC Seller" ), Boykin Hotel Properties, L.P., an Ohio limited partnership (" BHP" ), Sanibel View Development, LLC, a Delaware limited liability company (" Sanibel" ), White Sand Villas Development, LLC, a Delaware limited liability company (" White Sand" ), BeachBoy, LLC, a Delaware limited liability company (" BeachBoy" ) and Pink Shell Realty, LLC, a Delaware limited liability company (" PSR" and, collectively, with BHP, Sanibel, White Sand and BeachBoy, the " Asset Sellers" and each individually, an " Asset Seller" ), New Pink Shell, LLC, a Delaware limited liability company (" Buyer" ), and JABO LLC, a Delaware limited liability company (" Unitholder" ). The LLC Seller and the Asset Sellers are collectively referred to herein as " Sellers" and each individually as a " Seller" . Buyer, Sellers and Unitholder are referred to collectively herein as the " Parties" and each individually as a " Party ." Background WHEREAS, LLC Seller owns 100% of the outstanding limited liability company interests (the " LLC Interests" ) in Captiva Villas Development LLC, a Delaware limited liability company (the " LLC" ); WHEREAS, the Asset Sellers and the LLC own certain property, contractual and other rights relating to the property commonly referred to as Pink Shell Beach Resort located in Fort Myers, Florida and further described on Exhibit A (the " Property" ); WHEREAS, LLC Seller desires to sell to Buyer, and Buyer desires to purchase from LLC Seller, the LLC Interests, on the terms and conditions set forth in this Agreement; and WHEREAS, the Asset Sellers desire to sell to Buyer, and Buyer desires to purchase from the Asset Sellers, all of each Asset Seller' s right, title and interest in and to all of the assets, properties and rights, contractual or otherwise, relating to the Property, including, without limitation, the assets identified on Exhibit B attached hereto (collectively, the " Purchased Assets" ), provided that the Purchased Assets shall not include any Seller' s interest in any intracompany accounts receivable, on the terms and conditions set forth in this Agreement. Agreement Now, Therefore, in consideration of the premises and mutual covenants set forth herein, and intending to be legally bound hereby, the parties hereby agree as follows: ARTICLE 1 Definitions Section 1.01 Definitions. Capitalized terms used herein will have the following meanings:


" Adjustment Amount" means the net credit in favor of Sellers or Buyer, as the case may be, determined in accordance with Section 8.02 and Exhibit C of this Agreement. The Adjustment Amount at Closing shall be calculated without duplication of any amounts included in the calculation of the Interim Adjustment Amount. " Affiliate" has the meaning set forth in Rule 12b-2 of the regulations of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended. " BHP" means Boykin Hotel Properties, L.P., an Ohio limited partnership. " BHP LP Agreement" means the Third Amended and Restated Agreement of Limited Partnership of BHP dated September 30, 2002, as amended. " BHP Unit" means a Common Partnership Unit, as that term is defined is defined in the BHP LP Agreement. " Closing Proration" means the net credit in favor of Seller or Buyer, as the case may be, calculated in accordance with Exhibit D attached hereto. The Closing Proration shall be calculated without duplication of any amounts included in the calculation of the Adjustment Amount. " Cut-Off Date" means February 14, 2006. " Interim Adjustment Amount" means a credit in favor of Sellers in the amount of $1,686,324, representing the agreed-upon Adjustment Amount through and including March 31, 2006. " Liabilities" means any and all liabilities, claims, actions, demands, expenses, obligations, damages, suits in equity, debts, accounts, costs, setoffs, contributions, promises, covenants, attorneys' fees, and/or causes of action of whatever kind or character. " Merger Agreement" means that certain Agreement and Plan of Merger, dated as of May 19, 2006, among Braveheart Investors LP, Braveheart II Realty (Ohio) Corp., Braveheart II Properties Holding LLC, Braveheart II Properties Company LLC, Boykin Lodging Company and BHP. " Person" means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. " Purchase Price" means an amount equal to $10,686,324 (which amount includes the Interim Adjustment Amount), plus or minus, as the case may be, each of (i) the Adjustment Amount and (ii) the Closing Proration. " Superior Proposal" means any inquiry, proposal or offer from any Person relating to (i) the Property, (ii) the LLC Interests, or (iii) the Purchased Assets (including, without limitation, any inquiry, proposal or offer relating to or involving other assets or equity

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interests of Sellers or their Affiliates), that Sellers or their respective parent companies determine in good faith, after consultation with counsel and a financial advisor of nationally recognized reputation, is more favorable to Sellers than the transactions contemplated by this Agreement. ARTICLE 2 Purchase and Sale of LLC Interests Section 2.01 Purchase of LLC Interests and Purchased Assets. On the terms and subject to the conditions of this Agreement, on the Closing Date, (a) LLC Seller shall sell, transfer, assign, convey and deliver to Buyer the LLC Interests, and (b) the Asset Sellers shall sell, transfer, assign, convey and deliver to Buyer the Purchased Assets. Section 2.02 Assumption of Liabilities. At Closing, Buyer shall assume and be responsible for the timely satisfaction or performance, as the case may be, of all Liabilities, whether direct, contingent or consequential and no matter how arising, in any way related to or arising from the Purchased Assets to the extent such Liabilities arise after the Cut-Off Date (collectively, the " Assumed Liabilities" ), provided that the Assumed Liabilities shall not include any obligations in respect of intracompany accounts receivable. Except and as otherwise expressly provided herein, this Agreement shall not constitute an assumption by Buyer of any Liabilities, whether direct, contingent or consequential and no matter how arising, in any way related to or arising from the Purchased Assets prior to the Cut-Off Date. Section 2.03 Closing. The closing of the transactions contemplated by this Agreement (the " Closing" ) shall take place at the offices of Baker & Hostetler LLP, 3200 National City Center, Cleveland, Ohio, on the date of, and immediately prior to, the closing of the transactions contemplated by the Merger Agreement (the " Closing Date" ). Section 2.04 Payments on the Closing Date. (a) Subject to Section 10.03, at the Closing, Buyer shall pay to Sellers, an amount equal to the Purchase Price. Payment shall be made by wire transfer of immediately available funds pursuant to wire transfer instructions delivered by Sellers to Buyer at least one business day prior to Closing. (b) So long as such cooperation does not (i) impose upon Seller any adverse tax consequences or any other liabilities, or (ii) adversely impact the ability of Seller to consummate the transactions contemplated by the Merger Agreement in accordance with the terms thereof or directly or indirectly impose any adverse present or future tax consequences to the Parent (as defined in the Merger Agreement) or its subsidiaries, as determined by the Parent in its sole discretion, Seller shall, upon receipt of an Option Notice (as defined in Section 2.04(c)), cooperate to satisfy all or any portion of Buyer' s obligation to pay the Purchase Price as contemplated by Section 2.04(c). (c) If Buyer timely delivers an Option Notice in accordance with this Section 2.04(c), Sellers shall transfer or otherwise distribute the LLC Interests or Purchased Assets specified in the Option Notice to BHP prior to Closing. At Closing, BHP shall distribute the applicable LLC Interests or Purchased Assets to Buyer. In exchange therefor, Unitholder shall transfer to BHP, and BHP shall redeem, a number of BHP Units owned by Unitholder with a

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value equal to the Purchase Price or the applicable portion thereof (the " Unit Option" ). For purposes of this Agreement, the value of a BHP Unit shall equal the Common Share Merger Consideration (as defined in the Merger Agreement). Buyer shall deliver notice of its intention to exercise the Unit Option (including the portion of the Purchase Price to be satisfied through exercise of the Unit Option) at least five (5) business days prior to Closing (the " Option Notice" ). The Option Notice shall identify the LLC Interests and Purchased Assets Buyer intends to acquire through exercise of the Unit Option. For the avoidance of doubt, Buyer and Unitholder shall have no right to exercise the Unit Option if the conditions set forth in Section 2.04(b) are not satisfied. Section 2.05 Buyer' s Additional Closing Date Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Sellers all of the following, each duly executed as applicable: (a) resolutions of Buyer authorizing the execution and delivery of this Agreement by Buyer and the performance of Buyer' s obligations hereunder; (b) a certificate executed by an executive officer of Buyer dated the Closing Date certifying on behalf of Buyer that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled. (c) an assignment and assumption agreement pursuant to which the Asset Sellers will transfer, assign, convey and deliver to Buyer all of each Asset Seller' s right, title and interest in and to the Contracts, to the extent assignable (as defined on Exhibit B ), and Buyer will assume the Assumed Liabilities (the " Assignment and Assumption Agreement" ); (d) if the Purchase Price is paid pursuant to the Unit Option as contemplated by Section 10.03 or Section 2.04(b), an assignment of units in form and substance reasonably satisfactory to Sellers and Buyer sufficient to convey to BHP good, valid and marketable title to the BHP Units, free and clear of all liens, claims and encumbrances; (e) such other separate instruments of assumption that Sellers may reasonably deem necessary or appropriate in order to confirm or evidence Buyer' s assumption of the Assumed Liabilities. Section 2.06 Sellers' Closing Date Deliveries. At the Closing, Sellers shall deliver or cause to be delivered to Buyer all of the following, each duly executed and notarized as applicable: (a) a Special Warranty Deed from each Asset Seller to Buyer in form and substance reasonably satisfactory to Buyer and Sellers relating to each Asset Seller' s right, title and interest in and to the Property; (b) a Bill of Sale from each Asset Seller to Buyer in form and substance reasonably satisfactory to Buyer and Sellers relating to the Purchased Assets; (c) the Assignment and Assumption Agreement;

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(d) an assignment of the LLC Interests in form and substance reasonably satisfactory to Buyer and Seller sufficient to convey to Buyer the LLC Interests, free and clear of all liens, claims and encumbrances; (e) a certificate executed by an officer of each Seller dated the Closing Date certifying on behalf of Sellers that the conditions set forth in Sections 6.03(a) and 6.03(b) have been fulfilled; (f) such other separate instruments of sale, assignment or transfer that Buyer may reasonably deem necessary or appropriate in order to perfect, confirm or evidence title to all or any part of the Purchased Assets and the LLC Interests; and (g) resolutions of Sellers authorizing the execution and delivery of this Agreement and performance of each Seller' s obligations hereunder. Section 2.07 Non-Assignment of Certain Purchased Assets . To the extent that the assignment hereunder of any of the Contracts shall require the consent of any other party (or in the event that any of the same shall be non-assignable), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution in value thereof. Sellers and Buyer shall use commercially reasonable efforts to obtain any such required consent. If such consent is not obtained, Sellers shall cooperate with Buyer, with no additional out-of-pocket expense or liability to Sellers, in any commercially reasonable arrangement designed to provide for Buyer the benefits of any such Contract, including, without limitation, enforcement, for the account and benefit of Buyer, of any and all rights of Sellers against any other person with respect thereto. ARTICLE 3 Sellers' Representations and Warranties Section 3.01 Sellers' Representations and Warranties. Each Seller hereby represents and warrants to Buyer as of the date hereof as follows: (a) Each Seller has all requisite corporate, partnership or limited liability company power and authority, as the case may be, to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership or limited liability company, as the case may be, action on the part of each Seller. This Agreement has been duly executed and delivered by Seller, and constitutes a valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms. (b) Each Seller is a corporation, limited partnership or limited liability company validly existing and in good standing under the laws of the jurisdiction of its organization. Each Seller has full corporate, partnership or limited liability company power and authority to carry on the business in which it is engaged. The execution and delivery of this Agreement do not, and the consummation by each Seller of the transactions contemplated hereby will not, result in a breach or default under any Seller' s governing instruments.

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(c) No Seller has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement, other than any amounts required to be paid by Sellers to UBS Investment Bank and CB Richard Ellis, which shall be the sole responsibility of Sellers. (d) Except for consents and approvals already obtained, no consent or approval of any Person is required with respect to the execution and delivery of this Agreement by any Seller or the consummation by any Seller of the transactions contemplated hereby or the performance of any Seller' s obligations under the Agreement. (e) LLC Seller legally and beneficially owns 100% of the issued and outstanding equity interests in the LLC, free and clear of any liens, claims and encumbrances. Upon consummation of the transactions contemplated hereby, Buyer shall acquire good and valid title to the LLC Interests and the personal property included in the Purchased Assets, free and clear of any liens, claims and encumbrances. Section 3.02 Exclusivity of Representations. THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS ARTICLE 3 ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES RELATING TO SELLER, THE PROPERTY, THE LLC INTERESTS, THE PURCHASED ASSETS AND THE BUSINESS AND OPERATIONS RELATING THERETO, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES. SELLER HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ANY OF ITS AGENTS OR REPRESENTATIVES (AND IN THE CASE OF BUYER, ANY OFFICER, DIRECTOR OR EMPLOYEE THEREOF) OF ANY DOCUMENTATION OR OTHER INFORMATION, INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA. ARTICLE 4 Buyer' s Representations and Warranties Buyer represents and warrants to Sellers as of the date hereof as follows: Section 4.01 Authority . Buyer has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Section 4.02 Organization of Buyer . Buyer is a limited liability company validly existing and in good standing under the laws of the jurisdiction in which it is organized. Buyer has full limited liability company power and authority to carry on the business in which it is engaged. Buyer is a limited liability company validly existing and in good standing under the laws of the jurisdiction of its formation. Buyer has full limited liability company power and

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authority to carry on the business in which it is engaged. The execution and delivery of this Agreement do not, and the consummation by Buyer of the transactions contemplated hereby will not, result in a breach or default under Buyer' s limited liability company agreement or other governing instrument. Section 4.03 Brokers Fees . Buyer does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement. Section 4.04 Consents and Approvals. No consent or approval of any Person, is required with respect to the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby or the performance of its obligations under the Agreement. Section 4.05 No Registration. Buyer understands and acknowledges that none of the LLC Interests have been or will be registered under the Securities Act of 1933, as amended (the " Securities Act" ) or the securities laws of any state of the United States. Section 4.06 Investment Intent. The LLC Interests are being acquired for Buyer' s own account for investment purposes and not with the view to, or for resale in connection with, any distribution, or public offering thereof within the meaning of the Securities Act. The entire legal and beneficial interest of the LLC Interests is being acquired, and will be held, for Buyer' s account only, and neither in whole nor in part for any other person or entity. Buyer understands and acknowledges that no market exists for the LLC Interests and that the LLC Interests may not be sold except pursuant to a registration statement under the Act or pursuant to applicable federal and state exemptions from registration. Section 4.07 Accredited Investor. Buyer is an " accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Act. Section 4.08 Reliance by Seller; Suitability and Sophistication. Buyer understands and agrees that LLC Seller is relying upon the accuracy of the representations, warranties, acknowledgments and agreements set forth herein in complying with the obligations of Seller under applicable securities laws. Buyer has (a) such knowledge and experience in financial and business matters that it is capable of independently evaluating the risks and merits of acquiring the LLC Interests and of making an informed investment decision, (b) independently evaluated the risks and merits of acquiring the LLC Interests and has independently determined that the LLC Interests is a suitable investment for it, and (c) sufficient financial resources to bear the loss of its entire investment in the LLC Interests. Section 4.09 Condition of Assets and Limitations of Sellers' Representations. Buyer acknowledges that (a) Buyer will have a reasonable opportunity to inspect and investigate the Property and all matters relating thereto, including, without limitation, all of the physical, environmental and operational aspects of the Property, either independently or through agents and experts of Buyer' s choosing and (b) Buyer will acquire the LLC Interests based upon Buyer' s own investigation and inspection. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT, WITH THE

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EXCEPTION OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 3, SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, IN RESPECT OF THE LLC INTERESTS OR THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO THE PHYSICAL, ENVIRONMENTAL OR OPERATING CONDITION OF THE PROPERTY OR THE PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, FOUNDATION AND SIMILAR STRUCTURAL AND OPERATING COMPONENTS, OR THE FINANCIAL CONDITION, PAST, PRESENT OR FUTURE, OF THE PROPERTY OR THE LLC. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS EXPRESSLY DISCLAIMED ANY SUCH OTHER OR IMPLIED REPRESENTATIONS AND WARRANTIES NOTWITHSTANDING THE DELIVERY TO BUYER OR ITS AGENTS OR REPRESENTATIVES (AND IN THE CASE OF BUYER, ANY OFFICER, DIRECTOR OR EMPLOYEE THEREOF) OF ANY DOCUMENTATION OR OTHER INFORMATION, INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER SHALL BE UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURE REGARDING ANY MATTER WHICH MAY BE KNOWN TO SELLER, ITS OFFICERS, DIRECTORS, CONTRACTORS, AGENTS OR EMPLOYEES. Section 4.10 Release from Liability. Except as may be expressly provided in this Agreement, Buyer, for itself and its successors in interest, releases Seller and its successors in interest from, and waives all claims and liability against Seller for, any structural, physical and/or environmental condition at the Property, and hereby releases Seller from, and waives all liability against Seller attributable to, the structural, physical and/or environmental condition of the Property, including without limitation the presence, discovery or removal of any hazardous substances in, at, about or under the Property, or connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980), as amended by SARA Superfund Amendment and Reauthorization Act of 1986 and as may be further amended from time to time) or any related claims or causes of action or any other federal or state based statutory or regulatory causes of action for environmental contamination at, in or under the Property. ARTICLE 5 Unitholder' s Representations and Warranties Section 5.01 Unitholder' s Representations and Warranties. Unitholder hereby represents and warrants to Sellers as of the date hereof as follows: (a) Unitholder has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Unitholder. This Agreement has been duly executed and delivered by Unitholder, and constitutes a valid and binding obligation of Unitholder, enforceable against Unitholder in accordance with its terms.

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(b) Unitholder is a limited liability company validly existing and in good standing under the laws of the jurisdiction of its formation. Unitholder has full limited liability company power and authority to carry on the business in which it is engaged. The execution and delivery of this Agreement do not, and the consummation by Unitholder of the transactions contemplated hereby will not, result in a breach or default under (with or without notice or lapse of time, or both), Unitholder' s limited liability company agreement or other governing instrument or any contract, agreement or other instrument binding upon Unitholder. (c) No consent or approval of any Person, is required with respect to the execution and delivery of this Agreement by Unitholder or the consummation by Unitholder of the transactions contemplated hereby or the performance of Unitholder' s obligations under the Agreement. (d) Unitholder will realize a substantial economic benefit as a result of the consummation of the transactions contemplated hereby. (e) Unitholder legally and beneficially owns, and at Closing will own, BHP Units with a fair market value equal to or greater than the sum of (i) the Purchase Price plus (ii) the Purchase Price, as that term is defined in the Limited Liability Company Interests Purchase Agreement of even date herewith by and among Buyer and certain affiliates of Seller relating to the sale of certain equity interests in Marathon Partners Manager LLC (the " Marathon Purchase Agreement" ), free and clear of any liens, claims and encumbrances. Upon satisfaction of Buyer' s obligation to pay the Purchase Price pursuant to the redemption of BHP Units as contemplated by this Agreement, if applicable, BHP shall acquire good, marketable and valid title to that portion of the BHP Units redeemed in payment of the Purchase Price, free and clear of any liens, claims and encumbrances. ARTICLE 6 Closing Conditions And Deliveries Section 6.01 Mutual Conditions. The obligations of each of the Parties to consummate the transactions contemplated by this Agreement shall be subject to fulfillment of the following conditions precedent: (a) With the exception of the filing of the OP Merger Certificate (as defined in the Merger Agreement), all of the conditions precedent to the consummation of the transactions contemplated by the Merger Agreement, including, without limitation, the conditions set forth in Section 5.1(a) and Section 5.2(a) thereof, shall have been satisfied. Section 6.02 Additional Conditions to Obligations of Sellers. The obligation of Sellers to effect the transactions contemplated by this Agreement shall also be subject to the fulfillment or waiver by Sellers of the following conditions: (a) The representations and warranties of Buyer set forth in Article 4 shall be true and correct in all material respects with the same effect as if made at and as of the Closing Date.

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(b) Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by Buyer hereunder at or prior to the Closing. (c) Sellers shall have received the documents required to be delivered by Buyer pursuant to Section 2.05. Section 6.03 Additional Conditions to Obligations of Buyer. The obligation of Buyer to effect the transactions contemplated by this Agreement shall also be subject to the fulfillment or waiver by Buyer of the following conditions: (a) The representations and warranties of Sellers set forth in Article 3 shall be true and correct in all material respects with the same effect as if made at and as of the Closing Date. (b) Sellers shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by Sellers hereunder at or prior to the Closing. (c) Buyer shall have received the documents required to be delivered by Seller pursuant to Section 2.06. ARTICLE 7 Agreements of the Parties Section 7.01 Maintain Hotel; Construction. (a) Subject to Section 7.06 and Section 7.07, at all times prior to the Closing Date, Sellers shall operate the Property, or cause the Property to be operated, in the ordinary course of business consistent with past practices and continue to maintain the insurance on the Property consistent with past practice. In addition, prior to the Closing Date, Sellers shall not, without the prior written consent of Buyer: (i) permit any new leases or material agreements with respect to the Property or the LLC that are not terminable by Sellers or the LLC upon 30 days notice or less without the payment of a termination fee or penalty; (ii) grant any liens or encumbrances on the Property other than liens arising in the ordinary course of business; or (iii) transfer or otherwise dispose of the Property. (b) Notwithstanding Section 7.01(a), Buyer hereby acknowledges that Sellers and the LLC have commenced the Project on the Property. Nothing set forth in this Agreement shall restrict or prohibit Seller from pursuing development of the Project at such time and on the schedule determined by Seller in its ...