Reso 2009-1452 - Laserfiche WebLink

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Notices personally delivered or sent by overnight courier shall be deemed given on the date of receipt, notices sent via facsimile transmission shall be deemed given upon transmission, and notices sent via certified mail in accordance with the foregoing shall be deemed given two (2) days following the date upon which they are deposited in the U.S. Mails. 14. Risk of Loss. If, prior to Closing, the Property or any material portion thereof is destroyed or damaged or taken by eminent domain, Seller shall promptly notify Purchaser and Purchaser shall have the option of either: (i) canceling this Agreement by delivery of written notice to Seller and both parties shall be relieved of all further obligations under this Agreement; or (ii) Purchaser may proceed with the Closing, whereupon Purchaser shall be entitled to (and Seller shall assign to Purchaser all of Seller's interest in) all insurance and/or condemnation payments, awards and settlements applicable to the Property. In the event Purchaser elects option (ii) above in connection with casualty to the Property in which insurance proceeds are or will be paid and assigned to Purchaser, then Purchaser shall receive a credit against the Purchase Price for any insurance deductible that must be paid. 15. Naming Rights. Purchaser agrees to name a City park, constructed on the property in honor of Alex A. Koslovsky. The Park shall be named the "Alex A. Koslovsky Family Park". This Paragraph 15 shall survive Closing. 16. Sale Leaseback Agreement. The parties agree prior to closing to execute a triple net sale leaseback agreement for the Seller to manage the property until April 30, 2012. Under the sale leaseback agreement, the Seller agrees to manage and operate the above-described property until or about April 30, 2012. Upon closing of the purchase by the Purchaser, the Seller shall be entitled to all rent and income derived from the property, and the Seller shall assume all normal management obligations as property manager and be responsible for all expenses relating to the property, including but not limited to taxes in the first year of the leaseback agreement and insurance. Following the expiration of the leaseback agreement, the Seller shall be required to immediately vacate the Property. The parties agree and acknowledge that there are leases in place in the property and it will be up to the Seller at the Seller's expense to assure that all tenants are removed from the premises by April 30, 2012. The parties will enter into a Memorandum of Lease to confirm the existence of a sale leaseback agreement. This Paragraph 16 shall survive the Closing. 17. No Leasehold Interests. Seller warrants no later than April 30, 2012, the Property shall not be encumbered by any leasehold interests which exceeds the duration of the leaseback agreement. Seller agrees that during the leaseback period described in Paragraph 16, Seller will give notice to Purchaser whenever Seller executes a new lease or modifies or extends an existing lease; and all such new leases and modifications of existing leases must have a termination date prior to April 30, 2012. Notwithstanding the foregoing, any existing tenants shall be provided with the opportunity to remain on the Property during the leaseback period pursuant to the lease agreements between tenants and Seller. However, the lease agreements shall be terminated by Seller prior to the expiration of the leaseback period. This Paragraph 17 shall survive the Closing. 18. Seller's Property Management Responsi bil i ties. leaseback agreement between Seller and the City prior to 10 The parties agree to execute a Closing. Under the leaseback cA~A