AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO
CONFLICTS OF LAW).
24.
SELLER DEFAULT.
IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL AND
CONVEY THE PROPERTY TO BUYER PURSUANT TO THIS AGREEMENT, BUYER'S SOLE REMEDY
SHALL BE TO ELECT ONE OF THE FOLLOWING:
(A) TO TERMINATE THIS AGREEMENT, IN
WHICH EVENT BUYER SHALL BE ENTITLED TO THE RETURN BY THE ESCROW AGENT TO BUYER
OF THE DEPOSIT, OR (B) TO BRING A SUIT FOR SPECIFIC PERFORMANCE PROVIDED THAT
ANY SUIT FOR SPECIFIC PERFORMANCE MUST BE BROUGHT WITHIN 90 DAYS OF SELLER'S
DEFAULT, TO THE EXTENT PERMITTED BY LAW, BUYER WAIVING THE RIGHT TO BRING SUIT
AT ANY LATER DATE.
BUYER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR
NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH, AND AFTER, THE PROPER
FILING OF A SUIT FOR SPECIFIC PERFORMANCE.
NOTWITHSTANDING THE FOREGOING, IN
THE EVENT THAT THE REMEDY OF SPECIFIC PERFORMANCE IS UNAVAILABLE TO BUYER AFTER
A SELLER DEFAULT, IN ADDITION TO THE RETURN TO BUYER OF THE DEPOSIT, BUYER SHALL
BE ENTITLED TO REASONABLE DAMAGES NOT TO EXCEED FIFTY THOUSAND DOLLARS
($50,000).
[REMAINDER OF PAGE INTENTIONALLY BLANK]
21
IN WITNESS WHEREOF, Seller and Buyer have entered into this Agreement on the
dates and at the places set forth opposite their respective signatures below.
"Buyer "
ZENITH INSURANCE COMPANY,
a California corporation
Executed this 28th day of May, 2008
By:
/s/Jack D. Miller
Name: Jack D. Miller
Its: President
Executed this 28th day of May, 2008
By:
/s/Michael E. Jansen
Name: Michael E. Jansen
Its: EVP and General Counsel
"Seller"
GRE WARNER CALIFA, LLC,
a Delaware limited liability company
Executed this 28th day of May, 2008
By:
/s/Joseph P. Mahoney
Name: Joseph P. Mahoney
Its: Authorized Signataory
22
EXHIBIT "A"
Legal Description of Property
PARCEL 2:
(21155 CALIFA STREET) 2149-002-026
PARCEL "D" OF PARCEL MAP L.A. NO 4140, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 128 PAGES 13 AND 14 OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 2A:
THE EASEMENTS FOR RECIPROCAL ACCESS, INGRESS, EGRESS AND PARKING OVER, ON AND
ACROSS ALL DRIVEWAYS AND PARKING AREAS GRANTED UNDER THE TERMS AND PROVISIONS OF
THAT CERTAIN DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANTS OF
CERTAIN PARKING EASEMENTS RECORDED NOVEMBER 15, 2002 AS INSTRUMENT NO.
02-2766387, OFFICIAL RECORDS.
EXHIBIT "B"
Grant Deed
RECORDING REQUESTED BY:
WHEN RECORDED RETURN TO
AND MAIL TAX STATEMENTS TO:
(Above Space for Recorder's
Use Only)
GRANT DEED
THE UNDERSIGNED GRANTOR declares:
DOCUMENTARY TRANSFER TAX IS NOT OF PUBLIC
RECORD.
R&T Code §11932
FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged,
, a
, hereby GRANTS to
, a
, the real property located in the
County of Los Angeles, State of California, and more particularly described in
Exhibit "A" attached hereto and made a part hereof, together with, all and
singular, the tenements, hereditaments,