13B Action Items - Laserfiche WebLink

Home

BMDV-54329\2647924.2 Put Option Agreement - 4 - Option Agreement. All references to “Article” or “Sections” without reference to a document other than this Put Option Agreement, are intended to designate articles and sections of this Put Option Agreement, and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Put Option Agreement as a whole and not to any particular Article or Section, unless specifically designated otherwise. The use of the term “including” shall mean in all cases “including but not limited to,” unless specifically designated otherwise. The Parties agree that each Party and its counsel or advisor have reviewed and revised this Put Option Agreement and, accordingly, no rules of construction against the drafter of this Put Option Agreement shall apply in any interpretation or enforcement of this Put Option Agreement, any documents or certificates executed pursuant hereto, or any provisions of any of the foregoing. Any deletion of language from this Put Option Agreement prior to its execution by City/Agency and Beam shall not be construed to raise any presumption, canon of construction or implication, including, without limitation, any implication that the Parties intended thereby to state the converse of the deleted language. ARTICLE 2 AGREEMENT OF PURCHASE AND SALE; PURCHASE PRICE 2.1 Put Option Election Notice; Agreement of Purchase and Sale. Beam shall have the right, but not the obligation, in Beam’s sole and absolute discretion, to deliver the Put Option Election Notice to City/Agency in writing at any time during the Term. Subject to Beam’s timely delivery of the Put Option Election Notice to City/Agency, Beam agrees to sell, transfer, assign and convey to City/Agency, and City/Agency agree to purchase, accept and assume subject to the terms and conditions stated herein, all of Beam’s right, title and interest in and to the Property. For the avoidance of any doubt, the obligation to purchase pursuant to this Section 2.1 shall be for (a) Agency to purchase those portions of the Property that Agency previously owned, and (b) City to purchase those portions of the Property that City previously owned. 2.2 Purchase Price. City/Agency shall pay Beam the purchase price of Two Million One Hundred Thousand and No/100 Dollars ($2,100,000) (the “Purchase Price”) at Closing in cash or other immediately available federal funds. 2.3 Purchase Price Held In Escrow. As provided in the Fifth Amendment, the Purchase Price shall be held by Escrow Agent, or in a substantially similar escrow-like account upon the parties’ mutual agreement, from the Acquisition Date until the earlier to occur of (a) the date that Beam reconveys the Property to City/Agency in accordance with this Put Option Agreement, in which case such funds plus interest accrued thereon while in Escrow shall be disbursed to Beam, or (b) the expiration of the Term, which Beam and City/Agency shall promptly confirm in writing to Escrow Agent, in which case such funds plus interest accrued thereon while in Escrow shall be promptly disbursed to City/Agency. 2.4 Contract Consideration. Notwithstanding anything in this Put Option Agreement to the contrary, in any event where the Purchase Price funds in Escrow are to be disbursed to City/Agency, One Hundred and No/100ths Dollars ($100.00) thereof shall be paid