|
San Francisco, CA 94102
<br /> Attn Real Estate Director
<br /> Re 401 & 403 Old Bernal Avenue,
<br /> Pleasanton
<br /> or such other address as either Party may from time to time specify in writing to the other Party,
<br /> A properly addressed notice, consent, request, or approval transmitted by one of the foregoing
<br /> methods shall be deemed received upon the confirmed date of delivery, attempted delivery, or
<br /> rejected delivery, whichever occurs first Any e-mail addresses or facsimile numbers provided
<br /> are for convenience of communication and neither Party may give an official or binding notice,
<br /> consent, request, or approval by e-mail or facsimile The effective time of a notice, consent,
<br /> request, or approval shall not be affected by the receipt, prior to receipt of the original, of an e-
<br /> mailed or telefacsimile copy of the notice, consent, request, or approval
<br /> 10.2 Successors and Assigns
<br /> This Agreement shall be binding upon, and inure to the benefit of, the Parties and their
<br /> respective successors, heirs, legal representatives, administrators and assigns Buyer's rights and
<br /> obligations under this Agreement shall not be assignable without City's prior written consent,
<br /> provided, however, even if City approves any such proposed assignment, in no event shall Buyer
<br /> be released of any of its obligations under this Agreement
<br /> 10.3 Amendments
<br /> This Agreement may be amended or modified only by a written instrument signed by the
<br /> Buyer and City
<br /> 10.4 Authority of Buyer
<br /> Buyer represents and warrants to City that Buyer is a municipal corporation duly
<br /> organized, validly existing, and in good standing under the laws of the State of California Buyer
<br /> further represents and warrants to City that this Agreement and all documents executed by Buyer
<br /> that are to be delivered to City at Closing (a) are or at the time of Closing will be duly
<br /> authorized, executed and delivered by Buyer; (b) are or at the time of Closing will be legal, valid
<br /> and binding obligations of Buyer, and (c) do not and at the time of Closing will not violate any
<br /> provision of any agreement or judicial order to which Buyer is a Party or to which Buyer is
<br /> subject Notwithstanding anything to the contrary in this Agreement, the foregoing
<br /> representations and warranties and any and all other representations and warranties of Buyer
<br /> contained in this Agreement or in other agreements or documents executed by Buyer in
<br /> connection with the purchase transaction contemplated by this Agreement, shall survive the
<br /> Closing Date
<br /> 10.5 Buyer's Representations and Warranties
<br /> Buyer makes the following representations as of the date of this Agreement and at all
<br /> times throughout this Agreement
<br /> (a) Buyer is a municipal corporation duly organized and validly existing and in
<br /> good standing under the laws of the jurisdiction in which it was formed Buyer has duly
<br /> authorized by all necessary action the execution, delivery and performance of this Agreement
<br /> Buyer has duly executed and delivered this Agreement and this Agreement constitutes a legal,
<br /> valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms
<br /> (b) Buyer represents and warrants to City that it has not been suspended,
<br /> disciplined or disbarred by, or prohibited from contracting with, any federal, state or local
<br /> governmental agency If, prior to Closing Buyer is so suspended, disbarred, disciplined or
<br /> prohibited from contracting with any governmental agency, it shall immediately notify City of
<br /> same and the reasons therefore together with any relevant facts or information requested by City
<br /> 11
<br />
|