13-2023 - Authorize lease with LCSC for 12900 Madison

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("Construction") no later than twelve (12) months after the Closing Date and Buyer shall complete the adaptive re -use of the building to a mixed use space as generally described in the Buyer's proposal as attached hereto as Exhibit F and not later than the date that is the thirty-six (36) month anniversary of the Closing Date with respect to the office construction and the forty- eight (48) month anniversary of the Closing Date with respect to the construction of the residential apartment units (collectively, the "Construction Completion Deadline"); provided, however, that the deadlines in this paragraph, by reason of Acts of God, labor strike, lockout, inability to procure materials, failure of power, riot, insurrection, war or warlike act, terrorist act, utility blackout or brownout, legal requirement or other reason not within the control of Buyer, shall be continued for a period equivalent to the period of such delay. In the event that the Construction is not completed by the Construction Completion Deadline, the Construction Completion Deadline shall be extended so long as Buyer pursues the completion of the Construction in a diligent manner. ARTICLE 7, MISCELLANEOUS 7.01. Assignment of Agreement. This Agreement shall be binding on the respective heirs, executors, administrators, successors, and to the extent assignable, on the assigns or nominees of the parties hereto, provided Buyer shall not transfer or assign this Agreement without first having obtained the express written consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed. On delivery to Seller of an instrument in writing whereby the assignee of the Buyer assumes all of the provisions of this Agreement to be performed by Buyer, then, in that event, Buyer shall be released and discharged of all further liability hereunder. 7.02. Survival of Covenants. Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties pertaining to a period of time following the closing of the transactions contemplated hereby shall survive the closing and execution, delivery, and execution of the deed. (01430183-1)