Stamps.com 2011 Annual Report Download - page 104

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21. New Leases and Contracts; Tenant Estoppel Certificates
21.1 New Leases .
Seller hereby agrees that, after the Opening of Escrow (prior to any termination of this Agreement),
Seller will not enter into new leases affecting the Property or amend, extend or (except in the event of the tenant’
s default) terminate any existing
Lease (“New or Current Leases”) without the prior written consent of Buyer, which consent may be withheld in Buyer’
s sole and absolute
discretion. Seller shall provide all terms in writing to Buyer and Buyer shall have Five (5) Business Days to approve, modify or deny approval
for New or Current Leases.
21.2 Service Contracts .
Seller agrees that, after the Opening of Escrow (prior to any termination of this Agreement),
Seller will not enter into any new service contract affecting the Property or amend, extend or (except in the event of the vendor’
s default)
terminate any existing Service Contract without the prior written consent of Buyer, which consent shall not be unreasonably
withheld. Furthermore, Buyer shall have the right, by notifying Seller least thirty (30) days prior to the Closing, to terminate any existing
Service Contract(s) with respect to the Property, in which event Seller shall cause such Service Contract(s) to be terminated at the Closing (or as
soon as possible thereafter), provided, however, that regardless of whether or not Buyer shall make any such election, Seller shall cause any and
all contracts or other agreements with respect to the management, asset management or leasing of the Property to be terminated at or prior to
Closing.
21.3 Tenant Estoppel Certificates
. Seller shall use its commercially reasonable efforts to obtain prior to the Closing
Date an estoppel certificate (in the form of that attached hereto as Exhibit J
or in the form a tenant is required to deliver under its Lease if the
tenant refuses to execute the form attached hereto as Exhibit J ) (each, an “ Estoppel Certificate ”) from all of the tenants at the Property.
22. Miscellaneous .
22.1 Not an Offer
. Notwithstanding anything to the contrary in this Agreement, the signing of this Agreement by
Buyer constitutes an offer which shall not be deemed accepted by Seller unless and until Seller has signed this Agreement and delivered a
duplicate original to Buyer and Escrow Holder and Buyer has deposited the Deposit with Escrow Holder. Seller's delivery of unsigned copies of
this Agreement is solely for the purpose of review by Buyer, and unless and until this Agreement has been mutually executed by Seller and
Buyer and deposited with Escrow Holder and Buyer has deposited the Deposit with Escrow Holder as required under this Agreement, neither the
this Agreement, nor the transmittal thereof to Buyer or any officer, director, employee, consultant, broker, or agent of Buyer, nor any
communication by Seller, or any officer, director, employee, consultant, broker, or agent of Seller, shall create any obligation on the part of
Seller.
22.2 No Obligations Prior to Execution .
This Agreement and all other communications relating to this Agreement,
the Property and/or any matters relating thereto are made based on the express understanding of Seller that, unless and until this Agreement has
been mutually executed by Seller and Buyer and deposited with Escrow Holder, (a) Seller shall have no obligation whatsoever in connection
with this Agreement or the conveyance of the Property to Buyer, including, but not limited to, any obligation to continue negotiating with Buyer
or any affiliate, officer, director, employee, agent, or consultant thereof, regarding the Property, this Agreement, or any other agreement or
document relating to the Property, in good faith or otherwise, (b) Seller shall retain at all times the right, in its sole and subjective discretion, to
reject any and all proposals and other expressions of interest regarding any possible transaction between Seller and Buyer or any affiliate of
Buyer relating to the Property, (c) Seller shall retain at all times the right, in its sole and subjective discretion, to unilaterally terminate any and
all negotiations with Buyer and/or any affiliate and/or representative of Buyer relating to this Agreement or the Property.
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