SR 05:219 - Laserfiche WebLink

The Lessor may sell, assign, transfer or convey (but not encumber), with the prior written consent of any Lenders, all or any part of Lessor's interest in the Land, reversionary interest in the Improvements or this Lease without obtaining the Lessee's consent, provided that the purchaser, assignee, or transferee expressly assumes all of the obligations of the Lessor under this Lease by a written instrument in a form reasonably satisfactory to the Lessee and recordable in the Official Records of the jurisdiction in which the Land is located. In the event the Lessor intends to sell all or any part of the Land, the Lessor shall notifY the Lessee of such intention and the terms of such sale not later than ninety (90) days before anticipated close of escrow. The Lessee shall then have sixty (60) days after the receipt of notice from the Lessor to exercise a right of first refusal on the same terms as are included in the Lessor's notice to the Lessee. In the event of a sale, assignment, transfer or conveyance by Lessor of the Land or its rights under this Lease, the same shall operate to release the Lessor from any future liability upon any of the covenants or conditions of this Lease, expressed or implied, in favor of Lessee, and in such event the Lessee shall look solely to the successor in interest ofthe Lessor in and to the Land or this Lease. This Lease shall not be affected by any such sale, and the Lessee agrees to attorn to any such purchaser or assignee. ARTICLE 8: DFFA1JI TS AND RFMFDlFS 8.1 Fvpntc;;. ()fnpf::'l1lt~ Rpmprly nfDpf::mlt hy T P~S.PP (a) Anyone or more of the following events shall constitute an "Event of Default" : (1) Failure to pay rent, as required pursuant to Section 2.3 of this Lease, or any other payment required under this Lease, and continuance of such failure for a period ofthirty (30) days after receipt by the Lessee of written notice specifying the nonpayment; (2) Failure of the Lessee to observe and perform any covenant, condition or agreement hereunder on its part to be performed, and (i) continuance of such failure for a period of sixty (60) days after receipt by the Lessee of written notice specifying the nature of such default, or (ii) ifby reason of the nature of such default the same cannot be remedied within said sixty (60) days, the Lessee fails to proceed with reasonable diligence after receipt of said notice to cure the same; or (3) A general assignment by the Lessee for the benefit of creditors; or (4) The filing of a voluntary petition by the Lessee, or the filing of an involuntary petition by any of the Lessee's creditors seeking the rehabilitation, liquidation or reorganization of the Lessee under any law relating to bankruptcy, insolvency or other relief of debtors, provided that in the case of an involuntary petition Lessee shall have sixty (60) days to cause such petition to be withdrawn or dismissed; or (5) The appointment of a receiver or other custodian to take possession of substantially all of the Lessee's assets or of this leasehold which appointment is not withdrawn or dismissed within sixty (60) days; or 144\ J 05\] 53233.23 25