ROBERTS ALLEN & SANDY - Laserfiche WebLink

full legal power, authority and right to execute and deliver this Agreement, and to perform Buyer's legal obligations under this Agreement, and that Buyer's performance hereunder and the transactions contemplated hereby have been duly authorized by all requisite action on the part of Buyer and no remaining corporate or partnership action or third party action is required to make this Agreement binding upon Buyer. 8. PROPERTY MAINTENANCE AND RISK OF LOSS. Seller shall continue to maintain and operate the Property in a professional manner from the Effective Date of this Agreement through the Close of Escrow. Seller shall continue all maintenance and service contracts currently in affect through the Close of Escrow. Any risk of loss to the Property prior to the Close of Escrow shall be borne by Seller. In the event that the improvements on the Property are destroyed or damaged between the Effective Date of this Agreement and the Close of Escrow, Buyer may, at Buyer's option, either (a) cancel this Agreement and receive a return of all funds deposited into Escrow, including the Deposit, with all rights and obligations of the parties hereunder terminated, or (b) take such improvements as Seller can deliver to Buyer and complete the purchase of the Property under the terms of this Agreement with all insurance proceeds payable to Seller by reason of damage to the Property being paid to Buyer. 9. DELIVERY OF POSSESSION. At Close of Escrow, Seller shall deliver to the Buyer possession of the Property, and all original agreements pertaining to the Property, if any, including all amendments and supplements thereto. 10. CONTRACTS DURING ESCROW. From the Effective Date of this Agreement through the Close of Escrow, Seller shall not execute, modify, and/or approve any leases, contracts, or commitments of any kind affecting the Property or any interest therein without Buyer's written approval, which approval will not be unreasonably withheld. 11. GENERAL PROVISIONS. 11.1 NOTICES. All notices under this Agreement shall be in writing and sent to the addresses set forth below (i) by certified or registered mail, return receipt requested, in which case notice shall be deemed delivered three (3) business days after deposit, postage prepaid in the United States Mail, (ii) by a nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) business day after deposit with that courier, or (iii) by facsimile, if a copy of the notice is also sent by United States Certified Mail, in which case notice shall be deemed delivered at the time the facsimile is sent. The addresses to be used for notice purposes are as follows: Seller: City of Pleasanton, California 123 Main Street P.O. Box 520 Pleasanton, CA 94566 RBRT\39630~491167.6