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20. iNTERNAL REVENUE CODE SECTION 1445 <br /> <br /> Seller is not a "foreign person" as that term is used in internal Revenue <br /> Code Section 1445 ('tIRC Section 1445") and Seller agrees to furnish Buyer, <br /> prior to Close of Escrow, a Non-Foreign Certification or any other <br /> documentation required under IRC Section 1445 to evidence that Seller is not <br /> a "foreign person." <br /> <br />21. iNTERSTATE LAND SALES FULL DISCLOSURE ACT <br /> <br /> Seller conducts its operations in accordance with the requirements of the <br /> Interstate Land Sales Full Disclosure Act and, in this connection, Buyer <br /> shall execute and deliver to Seller an affidavit in the form attached hereto <br /> as Exhibit "C" in order to qualify the sale of the Property for exemption <br /> from said Act. <br /> <br />22. PRELiMiNARY CHANGE OF OWNERSHIP <br /> <br /> Buyer shall execute and deliver to Escrow Holder an appropriate Preliminary <br /> Change of Ownership Form. <br /> <br />23. NOTICES <br /> <br /> Any notice required or permitted to be given hereunder shall be in writing <br /> and shall be effective upon personal delivery or upon three (3) days after <br /> deposit in the United States mail, postage prepaid and addressed as <br /> follows: <br /> <br /> TO SELLER: SOUTHERN PACIFIC TRANSPORTATION COMPANY <br /> Southern Pacific Building, Suite 225 <br /> One Market Plaza <br /> San Francisco, CA 94105 <br /> <br /> TO BUYER: CITY OF PLEASANTON <br /> 200 Old Bernal Avenue <br /> Pleasanton, California 94566-0802 <br /> <br /> The foregoing addresses may be changed by written notice. <br /> <br />24. BUYER IS OFFEROR~ SELLER'S MANAGEMENT APPROVAL <br /> <br /> 24.1 Buyer and Seller agree and confirm that this document constitutes an <br /> offer from Buyer to Seller, which Seller may accept in accordance with <br /> Paragraph 25. <br /> <br /> 24.2 Buyer hereby acknowledges and agrees that Seller must obtain approval <br /> of its executive officers prior to acceptance of this offer. Buyer <br /> further acknowledges that neither the preparation or presentation of <br /> this offer, nor the negotiations, whether written or oral, leading to <br /> this offer create any obligation or commitment on the part of Seller to <br /> accept this offer to sell the Property to Buyer unless such approval of <br /> Seller's executive officers is given and communicated to Buyer solely <br /> <br /> Document 0044 <br /> Page 7 of 8 <br /> <br /> <br />