Agenda - 02-20-2007-5j - Laserfiche WebLink

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i-7 FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAUWED BY LESSOR. If for any reason Lessor cannot deliver title at Closing as required by this subsection, Lessee may elect to a) accept the Units with title as is; b) refuse to accept the Units; or c) allow Lessor additional time to pursue reasonable efforts to correct the problem, including bringing any necessary quiet title actions or other lawsuits. (d) At Closing, each party shall be responsible for the payment of any and all costs and/or .expenses incurred by it with respect to the purchase and sale of the Units, including attorneys' fees, unless otherwise expressly provided in this Section. Lessor shall be responsible for the costs of preparing the special warranty deed and any lien waiver or affidavit that may reasonably be required by Lessee or its attorneys or title insurer, excise tax on the transfer of the Units to Lessee, Lessor's prorated share of ad valorem taxes and assessments, if any, payable for the calendar year in which the Closing occurs, and Lessor's prorated share of Annual Assessments and/or Special Assessments payable to the Association in the calendar year in which the Closing occurs. (e) At or before Closing, and as a condition of Lessee's obligation to purchase the Units, Lessor and Lessee shall have made and entered into a written license agreement pursuant to which Lessor shall license to Lessee, upon terms and conditions mutually satisfactory to Lessor and Lessee, the exclusive use of the Allocated Parking Spaces. As used herein "Allocated Parking Spaces" shall mean the number of parking spaces in Lessor's parking deck (as described above) which shall be allocated for the exclusive use of the Owners of Unit 200 and Unit 300 and their respective tenants, employees, customers, guests, licensees and invitees. Allocated Parking Spaces shall be determined by subtracting from two hundred forty-six (246) the number of parking spaces which shall have been licensed to Lessee or otherwise made available or reserved for the exclusive use of Lessee within the project complex (including the Property, the parking deck, the proposed office building tract and the proposed library tract). Lessor and Lessee acknowledge that it is their intent that a total of two hundred forty-six (246) parking spaces shall be allocated to Lessee within the project complex for Lessee's use of Unit 200, Unit 300, the proposed office building and the proposed library. Only to the extend that such parking spaces cannot be accommodated within the project complex and outside the parking deck, shall parking spaces be allocated to Lessee within the parking deck. (f) Lessee shall exercise its right and option to purchase both of the Units (but not only one (1) of the Units), if at all, by delivering to Lessor written notice of Lessee's exercise of its option to purchase the Units not later than ninety (90) days prior to the expiration of the term of this Lease. In the event Lessee shall deliver to Lessor written notice of Lessee's exercise with respect to the Units, such delivery shall constitute a binding contract between Lessee and Lessor to purchase and sell the Units in accordance with the provisions of this Section. In the event Lessee shall fail to exercise its option to purchase the Units when and as provided above, Lessee shall be deemed to have waived its right to purchase the Units, Lessor shall have no further duty or obligation pursuant to this Lease or otherwise to sell the Units to Lessee, and Lessor shall have the immediate right to list for sale, market and sell or lease either or both of the Units in its sole discretion. (g) In the event this Lease is terminated by Lessee as the result of fire or other casualty as prescribed in Section 4.05 which fire or casualty occurs after Lessee has exercised its option to purchase as prescribed in this Section, the contract to purchase and sell as prescribed in this Section is voidable at the election of Lessee and void upon the Lessee's delivery to the Lessor written notice prior to Closing to that effect. -15-