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27 <br />If City does so elect to exercise its right to purchase the Office Parcel, or the relevant portion <br />thereof, as the case may be, City shall: <br /> (i) Proceed to and complete closing no later than sixty (60) days after <br />the exercise of its right to purchase (time being of the essence); and (ii) promptly cooperate <br />with Declarant to proceed to negotiate in good faith and execute an Agreement of Sale <br />relating to the sale, although the failure of the Parties to agree on any terms or to actually <br />execute an Agreement of Sale shall make null and void the Declarant’s obligation to sell <br />and the City’s one and only right to purchase the Office Parcel, or the relevant portion <br />thereof, as the case may be. City’s notice of its election to exercise its right to purchase <br />hereunder shall be ineffective unless it meets the requirements set forth above and is <br />accompanied by the Deposit. If City shall fail to close the purchase as required above, <br />Declarant shall return the Deposit to City and Declarant shall thereafter be free to sell the <br />Office Parcel in accordance with Section 1(b) below. <br /> (b) If City shall fail to validly and timely exercise such right to purchase or the <br />parties fail to agree on terms, after notice by Declarant, as provided herein, such right shall be <br />deemed to have lapsed and expired with respect to the Office Parcel or the relevant portion <br />thereof, as the case may be, offered to City, and the Declarant may thereafter freely sell the <br />Office Parcel or the relevant portion thereof, as the case may be (such a sale is hereinafter <br />referred to as a “Permitted Sale”), at any time provided that Declarant shall not be permitted <br />to sell the Office Parcel or the relevant portion thereof, as the case may be, on terms equal to <br />or less favorable to Declarant than the term set forth in City’s last offer, without first offering <br />the Office Parcel to City on the same terms, and Section 1. (a) (i) above shall then apply to <br />negotiating this offer. Should this “same terms” offer not be successfully negotiated, the One <br />and Only Right of First Offer irrevocably lapses. <br />2. City To Cooperate With Declarant In Connection With Sales. City shall cooperate <br />with Declarant in connection with the sale of the Office Parcel or any portion thereof to a <br />third party which has either cleared the City’s One and Only Right of First Offer or is an <br />Exempt Sale (as that term is defined in the following Section 3) in order to demonstrate to the <br />purchaser and/or the insurer of its title to the Office Parcel, or any portion thereof, that it is a <br />Permitted Sale or an Exempt Sale, as the case may be. This obligation to cooperate shall <br />include the City’s obligation to execute such documents, in recordable form if requested, as <br />are reasonably requested by the Declarant, its purchaser or the insurer of such purchasers’ <br />title to document the City’s waiver of its One and Only Right of First Offer with respect to <br />the subject sale or the fact that the subject sale is an Exempt Sale. <br />3. Sales By Declarant Which Are Not Subject to City’s One and Only Right of First <br />Offer. The following sales of the Office Parcel or any portion thereof (hereinafter referred to <br />singularly as an “Exempt Sale” and collectively as “Exempt Sales”) shall not be subject to <br />City’s Right of First Offer and may be freely sold by the Declarant without following the <br />procedure set forth in Section 1 of this Declaration: