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10. Notices. Any notice, request, demand, instruction or other document required or <br />permitted to be given or served hereunder or under any document or instrument executed <br />pursuant hereto will be in writing and will be delivered personally or sent by United States <br />registered or certified mail, return receipt requested, postage prepaid or by overnight express <br />courier, postage prepaid and addressed to the parties at their perspective addresses set forth <br />below, and the same will be effective upon receipt if delivered personally or via overnight <br />express courier or on the third Business Day after deposit if mailed. A party may change its <br />address for receipt of notices by service of a notice to such change in accordance herewith. <br />If to Optionee: Caribou Industries, Inc. <br />1103 North Broadway <br />Santa Ana, CA 92701 <br />If to Optionor: City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702 <br />Attn.: City Clerk <br />with a copy to: City of Santa Ana <br />20 Civic Center Plaza (M-29) <br />P.O. Box 1988 <br />Santa Ana, CA 92702 <br />Attn.: City Attorney <br />It. Memorandum, of Agreement. At Optionee's request, Optionor shall execute a <br />memorandum of this Agreement in a form satisfactory to Optionee and Optionee may record <br />such memorandum in the real estate records of the County in which the Real Property is located. <br />12. Assignment. Optionor may not assign its interest in this Agreement, or any of its rights <br />or obligations hereunder, without the prior written consent of Optionee, which shall not be <br />unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing paragraph, <br />Optionee may, without the prior written consent of Optionor assign its interest in this Agreement, <br />or any of its rights or obligations hereunder to a Permitted Transferee (as defined below). As <br />used herein, the term "Permitted Transferee" means (a) any affiliate of Optionee, being a person <br />or entity who, directly or indirectly, controls, is controlled by, or is under common control with, <br />Optionee, including any partner, member, stockholder or other equity holder of Optionee (for <br />purposes of this definition, "control" shall mean the power, direct or indirect, to direct or cause <br />the direction of the management and policies of Optionee, whether through ownership of voting <br />securities, membership, partnership or other ownership interests, by contract or otherwise; and <br />the terms "controlling" and "controlled" shall have correlative meanings); or (b) a successor <br />related to Optionee by merger, consolidation, non -bankruptcy reorganization or government <br />action. No transfer or assignment in violation of the provisions hereof shall be valid or <br />enforceable. Subject to the foregoing, this Agreement and the terms and provisions hereof shall <br />inure to the benefit of and shall be binding upon the successors and assigns of the parties. <br />13. Further Instruments. Each Party will, whenever and as often as it shall be reasonably <br />requested to do so by the other, cause to be executed, acknowledged or delivered any and all <br />7 <br />