Reso 1996-016 to 020 - Laserfiche WebLink

Home

If Seller fails to complete such work within ninety (90) days after receipt of Shell's notice, to the reasonable satisfaction of Shell and in full compliance with standards of all governmental authorities having jurisdiction, Shell may either (1) withdraw from this transaction as provided by Article 10 hereof; or (2) undertake and complete such work and receive a reduction of the purchase price equal to Shell's actual costs as verified by Shell's records. 6.4 SPECIAL COVENANT. As a condition of closing, Seller will execute a RECORD OF RESTRICTIVE COVENANT in the form attached hereto as Exhibit A restricting Seller's other land as described herein against uses which complete with Shell's proposed use of the Premises. 6.5 TAX FREE EXCHANGE. Seller and Shell agree that either parry may elect to structure the conveyance of all or a portion of the assets described in Article 1. OPTION hereof as a tax-free exchange pursuant to Section 1031 of the Internal Revenue Code of 1986 as amended provided that such parry gives notice of such election to the other party at least ten (10) days prior to the closing date. If such an exchange is elected by such party ("electing party"), the electing parry and other parry will enter into an exchange agreement acceptable to both Seller and Shell. As an alternative, the electing party may elect to enter into an exchange agreement with a third party to effect such exchange in accordance with Section 1031 of the Internal Revenue Code. Neither parry makes any representation or guarantee to the other that the transactions contemplated under this provisions will result in any particular tax treatment to the other parry, or will qualify as an exchange under Section 1031 of the Internal Revenue Code. The electing party will assume all costs and expenses including any attorney's fees in connection with such election to structure the transaction as a 1031 exchange. 6.6 SPECIAL ASSESSMENTS. Shell will assume no special assessments on this property. 6.7 SPECIAL CLOSING. If Shell exercises this option and Seller, has met all obligations under this option, Shell shall not be required to close escrow until thirty (30) days after Costco has opened for business. If Costco does not build on the adjacent property, Shell, at its option, may withdraw from this transaction in accordance with the provisions of Article 10 hereof. 6.8 Seller shall provide Shell with appropriate easements or licenses, and approvals so that Shell may erect a high-rise sign, or share sign space, of sufficient size and height, in Shell's sole option, to be visible from I-880 in both southbound and northbound directions. 7. CONDITION OF TITLE. Shell shall obtain a commitment for title insurance with an Alta extended coverage ("Title Commitment") on the Premises in the amount of the Purchase Price from First American Title Guarantee Company ("Title Company"). If the Title Commitment reveals any title exceptions, encumbrances or conditions which are unacceptable to Shell, Shell shall give notice thereof to Seller, and Seller shall have thirty Option Agreement Page 4 of 10