Laserfiche WebLink
6.2.1 Authorization. Buyer is a limited liability <br />company duly formed in the State of California and validly existing under the <br />laws of the State of California and is qualified to transact business in the State <br />of California. Buyer has full power and authority to enter into this Agreement <br />and to perform all of its obligations hereunder, and has taken all action required <br />by law, its governing instruments or otherwise to authorize the execution, <br />delivery and performance of this Agreement. Each individual who has executed <br />this Agreement on behalf of Buyer has the right, power, legal capacity and <br />authority to execute, deliver and perform this Agreement on behalf of Buyer. <br />6.2.2 Binding Agreement. This Agreement constitutes <br />a legal, valid and binding obligation of Buyer enforceable against Buyer in <br />accordance with its terms, except to the extent that such enforcement may be <br />limited by applicable bankruptcy, insolvency, moratorium and other principles <br />relating to or limiting the rights of contracting parties generally. <br />6.2.3 Compliance with Law. Buyer is required to carry <br />out the development of the Project in conformity with all applicable laws, <br />including all applicable building, planning and zoning laws, including any <br />historic property regulations and environmental laws. <br />6.2.4 Repurchase Right. Buyer hereby represents and <br />guarantees that, subject to Permitted Delay (as defined herein), Buyer shall open <br />for business to the public on the Property as a drive-thru restaurant or fuel station <br />with integrated electric vehicle charging station (the "Opening Covenant") on or <br />before the date that is thirty (30) months following Close of Escrow (the <br />"Opening Deadline"). If Buyer has not satisfied the Opening Covenant on or <br />before the Opening Deadline, Seiler may, at its sole and exclusive remedy, elect <br />to repurchase the Property from Buyer (the "Repurchase Right") pursuant to the <br />terms and conditions below. Seller shall provide written notice to Buyer of its <br />exercise (the "Exercise Notice") within sixty (60) days following the Opening <br />Deadline ("the Exercise Window"). The Exercise Notice shall propose a date <br />for closing that is no less than forty-five (45) days, nor more than sixty (60) days, <br />following the date of the Exercise Notice, with such closing then occurring on a <br />date mutually convenient to both the Seller and Buyer (the "Repurchase Closing <br />Date"). If (a) Seller fails to deliver its Exercise Notice to Buyer within the <br />Exercise Window, or (b) Buyer satisfies the Opening Covenant after receipt of <br />the Exercise Notice but prior to the Repurchase Closing Date, then the <br />Repurchase Right shall automatically terminate and be of no further force and <br />effect. The repurchase deed shall be identical in form to the deed by which title <br />to the Property was conveyed by Seller to Buyer and shall be free and clear of <br />any and all mortgage liens or other evidence of indebtedness. The purchase price <br />to be paid to Buyer by Seller for the Property shall be equal to eighty percent <br />(80%) of the Purchase Price paid by Buyer to Seller under this Agreement. <br />Seller's exercise of the Repurchase Right shall be Seller's sole and exclusive <br />remedy for Buyer's failure to satisfy the Opening Covenant prior to the Opening <br />Deadline. Notwithstanding anything to the contrary set forth herein, if Seller <br />-12- <br />