Inst 2013178611 - Laserfiche WebLink

Home

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