AND THE COMPANY CALIFORNIA EMPLOYEES
WITH RESPECT TO SECTION 7.3 OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AS
PERMITTED HEREUNDER.
EXCEPT AS SET FORTH IN THIS SECTION 18.12, NOTHING
CONTAINED IN THIS AGREEMENT SHALL UNDER ANY CIRCUMSTANCES WHATSOEVER BE DEEMED
OR CONSTRUED, OR BE INTERPRETED, AS MAKING ANY THIRD PARTY (INCLUDING, WITHOUT
LIMITATION, ANY BROKER) A BENEFICIARY OF ANY TERM OR PROVISION OF THIS AGREEMENT
OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT HERETO, AND PURCHASER AND
SELLER EXPRESSLY REJECT ANY SUCH INTENT, CONSTRUCTION OR INTERPRETATION OF THIS
AGREEMENT.
SECTION 18.13
DISCHARGE OF OBLIGATIONS.
THE ACCEPTANCE OF THE DEED BY
PURCHASER SHALL BE DEEMED TO BE A FULL PERFORMANCE AND DISCHARGE OF EVERY
REPRESENTATION AND WARRANTY MADE BY SELLER HEREIN AND EVERY AGREEMENT AND
OBLIGATION ON THE PART OF SELLER TO BE PERFORMED PURSUANT TO THE PROVISIONS OF
THIS AGREEMENT, EXCEPT THOSE WHICH ARE HEREIN SPECIFICALLY STATED TO SURVIVE THE
CLOSING.
SECTION 18.14
CATASTROPHIC UNAVAILABILITY OF WIRE TRANSFERS.
IN THE EVENT
THAT ON THE DATE ON WHICH A WIRE TRANSFER OF MONIES IS REQUIRED UNDER THIS
AGREEMENT THE FEDERAL RESERVE WIRE TRANSFER SYSTEM IS NOT OPERATING AS A RESULT
OF SOME CATASTROPHIC DAMAGE TO THE SYSTEM, THEN THE PERIOD FOR TENDERING PAYMENT
HEREUNDER SHALL BE EXTENDED FOR TWO (2) BUSINESS DAYS, AND SELLER AGREES THAT IT
SHALL ACCEPT ANOTHER FORM OF LEGAL TENDER OF UNITED STATES DOLLARS AT SUCH TIME.
43
IN WITNESS WHEREOF, Seller and Purchaser have respectively executed this
Agreement as of the Effective Date.
PURCHASER:
WESTCORE PROPERTIES AC, LLC
By:
/s/ Donald Ankeny
Name:
Donald Ankeny
Title:
President
SELLER:
PHELAN REALTY ASSOCIATES L.P., a
California limited partnership
By: Mack-Cali Sub VI, Inc., a Delaware
corporation, as General Partner
By:
/s/ Mitchell E. Hersh
Mitchell E. Hersh
President and Chief Executive Officer
795 FOLSOM REALTY ASSOCIATES L.P., a
California limited partnership
By: Mack-Cali Sub VI, Inc., a Delaware
corporation, as General Partner
By:
/s/ Mitchell E. Hersh
Mitchell E. Hersh
President and Chief Executive Officer
As to Article XVII only:
ESCROW AGENT:
COMMONWEALTH LAND TITLE
By:
/s/ Carol Carozza
Name:
Carol Carozza
Title:
Vice President