8N Consent 2008 0902 - Laserfiche WebLink

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DRAFT 8!20/08 erection 24: - - 1VIer ~er:___All-of the fei7ns; provisions, "representations;"warranties~~- "ari "~"-~- - - covenants of the Parties under this Agreement shall survive the Close of Escrow and shall not be merged in the Deed or other documents. Section 25. Counterparts. This Agreement may be executed in one or more counterparts. Each shall be deemed an original and all, taken together, shall constitute one and the same instrument. Section 26. Time of the Essence. Time is of the essence in this Agreement. Section 27. Successors. This Agreement shall inure to the benefit of and shall be binding upon the Parties to this Agreement and their respective heirs, successors, and assigns. Section 28. Governing Law. This Agreement shall be governed and construed in accordance with California law. Section 29. Right of First Offer. A. After close of escrow for the conveyance of the Office Condominium to Property Owner, Property Owner shall not solicit offers for, nor accept an offer for the sale or lease of the Office Condominium without first offering to sell or lease such property to Agency by written notice ("Notice"). If Property Owner and Agency do not reach agreement on the terms for sale or lease of the Office Condominium within forty-five (45) days following delivery of the Notice to Agency ("Negotiation Period"), then Property Owner shall be free to solicit and accept offers from other parties; provided however, Property Owner shall not accept an offer, nor agree to sell or lease the Office Condominium on terms equal to or less favorable to Property Owner than the terms set forth in Agency's last offer, without first offering the Office Condominium to Agency on the same terms. If the Property Owner and the Agency reach agreement, then the parties shall open an escrow for conveyance of the Office Condominium, and Property Owner shall convey the Office Condominium to Agency, free and clear of all leases, liens, encumbrances and title exceptions except those approved by Agency in writing, within forty-five (45) following the end of the Negotiation Period. B. The right of first offer granted hereby shall survive the close of escrow, and shall be binding upon Property Owner and Property Owner's successors in interest to the Office Condominium and shall inure to the benefit of Agency and its successors in interest. If the Agency ceases operations, the City of San Leandro shall automatically succeed to Agency's rights under this Section 29. Upon Agency's request, the Parties agree to execute and record an instrument memorializing Agency's rights pursuant to this Section 29 in the official records of Alameda County. C. The term of the Agency=s right of first offer shall begin on the date that escrow closes for conveyance of the Office Condominium to Property Owner, and will continue 839228-6 9 PURCHASE AND SALE AGREEMENT 262 DAMS STREET