Reso 2010-1658 - Laserfiche WebLink

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Section 2. Right of First Refusal. In consideration of Tenant's execution of this Lease, Landlord hereby grants to Tenant for the entire Term of this Lease, a right of first refusal ("Right of First Refusal ") with respect to the Land, subject to the terms and provisions set forth below. In the event Landlord receives an offer to purchase the Land or any portion thereof during the Term of this Lease which the Landlord intends to accept ("Offer"), Landlord shall provide written notice of receipt of the Offer to Tenant. The giving of such notice shall constitute an offer by Landlord to sell the Land (or applicable portion thereof) to the Tenant at the same purchase price as contained in the Offer and otherwise in accordance with the terms and provisions of the Offer. Not later than thirty (30) days after receipt of such notice, the Tenant may elect to purchase the Land (or applicable portion thereof) at the purchase price in accordance with the terms and provisions of the Offer by delivery to the Landlord of all of the following within such thirty (30) day period: (a) written notice of the election of the Tenant to acquire the Land (or applicable portion thereof); (b) a check made payable to the attorneys for the Landlord, as escrow agent, in the amount of the deposit set forth in the Offer; and (c) a duly executed sales agreement which contains the terms and provisions of the Offer. In the event the Tenant fails to elect to purchase the Land (or applicable portion thereof) within said thirty (30) day period and in accordance with the foregoing, then Landlord shall be free to accept the Offer and the Land (or applicable portion thereof) may be sold and conveyed to the buyer under the Offer free and clear of the Right of First Refusal (subject to the provisions of Section 1 above). ARTICLE XXI No Merger There shall be no merger of this Lease or of the Leasehold Estate hereby created with the fee estate in the Land or any part thereof by reason of the fact that the same person may acquire or hold, directly or indirectly, this Lease or the Leasehold Estate hereby created or any interest in this Lease or in such Leasehold Estate as well as the fee estate in the Land or any interest in such fee estate. ARTICLE XXII Notices Any and all information, notices or demands herein required or provided for shall be delivered personally by hand delivery service, by overnight courier service (such as Federal Express or UPS) or certified mail, return receipt requested (postage prepaid) to the following addresses: 30 U:\City Attorney\HANS\20 I 0 Documcnts\4m Illvcstors\GROUND LEASE WORKING DRAFT 11.16.1 O.doc