13B Action Items - Laserfiche WebLink

Home

BMDV-54329\2647924.2 Put Option Agreement - 3 - exceptions created or imposed in accordance with the Purchase Agreement; (c) any other lien or encumbrance that City/Agency agrees, in their respective sole discretion, to accept as a title exception; and (d) any title exception caused by or created by City/Agency. 1.1.12 “Personal Property” shall mean all of the right, title, and interest of Beam in and to the tangible personal property, which is located at and used in connection with the operation of the Real Property and any buildings thereon as of the Closing Date. 1.1.13 “Property” shall mean, collectively, the Real Property and the Personal Property. 1.1.14 “Purchase Agreement” shall have the meaning ascribed in Recital A above. 1.1.15 “Purchase Price” shall have the meaning ascribed in Section 2.2 below. 1.1.16 “Put Option” shall have the meaning ascribed in Recital C above. 1.1.17 “Put Option Election Notice” shall mean the notice provided by Beam to City/Agency during the Term of this Put Option Agreement to notify City/Agency that Beam has elected to exercise its Put Option and require that City/Agency accept conveyance of the Property pursuant to the terms hereof. 1.1.18 “Real Property” shall mean the Land and the Improvements with respect to the Property. 1.1.19 “Site” means the Property. 1.1.20 “Term” shall mean that period of time from the Effective Date until the earlier of (a) the date of Close of Escrow of the reconveyance of the Property to City/Agency in accordance herewith; (b) September 30, 2023, if Beam has not delivered the Put Option Election Notice on or before such date; (c) the date that is one hundred (100) days after City has approved the City Discretionary Entitlements; and (d) the date that Beam delivers written notice to City/Agency that Beam has elected, in Beam’s sole and absolute discretion, to terminate this Put Option Agreement and retain ownership of the Property. Notwithstanding anything to the contrary in the foregoing, upon Beam’s written request to City/Agency, if City Discretionary Entitlement Litigation has been filed, then the Term shall be extended for a period of one-hundred and twenty (120) days from the date of such filing. Beam and City/Agency, acting through the City Manager/Agency Executive Director, may also mutually agree to extend the Term in their sole discretion. 1.1.21 “Updated Development Proposal” shall mean the multi-family residential project on the Property, with the related on- and off-site improvements, as reflected in the approved City Discretionary Entitlements. 1.2 Rules of Construction. Article and Section captions used in this Put Option Agreement are for convenience only and shall not affect the construction of this Put