Common use of Additional Terms of Purchase Clause in Contracts

Additional Terms of Purchase. If Tenant elects to purchase the Premises pursuant to any purchase option or right of first offer granted by Landlord to Tenant under the Lease and this Addendum, then the following additional terms and conditions will apply to such purchase: (a) Landlord shall convey to Tenant at close of escrow by Grant Deed fee simple title to the Premises, free and clear of any taxes, assessments, liens, encumbrances or other exceptions to title, other than such matters as may exist as of the Commencement Date of the Lease or as agreed to by Tenant (the "Permitted Exceptions"). Tenant's obligation to purchase the Premises shall be conditioned upon Tenant's obtaining at close of escrow an ALTA extended coverage owner's policy of title insurance excluding all pre-printed exceptions (the "Title Policy") naming Tenant as the insured in the amount of the Purchase Price and showing fee title to the Premises as vested in Tenant subject only to the Permitted Exceptions. If Tenant is unable to obtain such a Tide Policy, Tenant may elect, in Tenant's sole discretion, to pursue any or all of the following courses: (i) accept the title insurance policy that can be obtained and close the purchase of the Premises, (ii) accept a title insurance policy with one or more exceptions to title which are not Permitted Exceptions, (iii) delay the closing date to allow Landlord to remove any exception which is not a Permitted Exception, in which event Landlord shall use all reasonable efforts to remove such exceptions prior to the extended closing date, or (iv) rescind Tenant's exercise of the purchase option or the right of first offer. (b) The sale and purchase of the Premises shall be consummated through an escrow established with a reputable title company selected by Tenant (the "Escrow Holder"). Close of escrow shall occur on the date specified by Tenant in its notice of exercise of the purchase option or right of first refusal, which date shall not be earlier than thirty (30) nor more than ninety (90) days after Tenant's notice of exercise. Prior to the scheduled closing date. Landlord and Tenant shall execute and deliver to Escrow Holder all escrow instructions, deeds, assignments, and other documents as may be necessary to close the purchase and sale. (c) There shall be no proration of any amounts paid by Tenant for insurance, maintenance or utilities. Tenant shall pay all Monthly Base Rent and additional rent and all other obligations that accrue under the Lease prior to the close of escrow; provided, however, that all Monthly Base Rent and additional rent shall be prorated between Landlord and Tenant as of the close of escrow with Tenant being refunded any prepayments of such sums and Landlord receiving any underpaid amounts through the day immediately preceding close of escrow. Any taxes, assessments, liens, encumbrances or other exceptions to title which are not Permitted Exceptions shall be paid and satisfied by Landlord at close of escrow. All costs of title, escrow, transfer taxes, and other closing costs (except as otherwise specifically provided herein) shall be paid by Landlord and Tenant in accordance with local custom in Alameda County as determined by the Escrow Holder. (d) Risk of loss of the Premises shall remain with Landlord, subject to the terms of the Lease, until close of escrow, notwithstanding possession of the Premises by Tenant under the terms of the Lease.

Additional Terms of Purchase. If Tenant elects to purchase the Premises pursuant to any purchase option or right of first offer granted by Landlord to Tenant under the Lease and this Addendum, then the following additional terms and conditions will apply to such purchase: (a) Landlord shall convey to Tenant at close of escrow by Grant Deed fee simple title to the Premises, free and clear Payment of any taxes, assessments, liens, encumbrances or other exceptions invoice by Purchaser does not constitute acceptance of Products covered by any invoice and is without prejudice to title, other than such matters as may exist as of the Commencement Date of the Lease or as agreed to by Tenant (the "Permitted Exceptions"). Tenant's obligation to purchase the Premises shall be conditioned upon Tenant's obtaining at close of escrow an ALTA extended coverage owner's policy of title insurance excluding all pre-printed exceptions (the "Title Policy") naming Tenant as the insured in the amount of the Purchase Price and showing fee title to the Premises as vested in Tenant subject only to the Permitted Exceptions. If Tenant is unable to obtain such a Tide Policy, Tenant may elect, in Tenant's sole discretion, to pursue any or all of the following courses: (i) accept the title insurance policy that can be obtained and close the purchase of the Premises, (ii) accept a title insurance policy with one or more exceptions to title which are not Permitted Exceptions, (iii) delay the closing date to allow Landlord to remove any exception which is not a Permitted Exception, claims Purchaser may have against Supplier in which event Landlord shall use all reasonable efforts to remove such exceptions prior to the extended closing date, or (iv) rescind Tenant's exercise of the purchase option or the right of first offerconnection therewith. (b) The sale Products to be provided hereunder are each warranted by Supplier to equal or surpass all federal, state and purchase of the Premises shall be consummated through an escrow established with a reputable title company selected by Tenant (the "Escrow Holder"). Close of escrow shall occur on the date specified by Tenant in its notice of exercise of the purchase option or right of first refusal, which date shall not be earlier than thirty (30) nor more than ninety (90) days after Tenant's notice of exercise. Prior to the scheduled closing date. Landlord local occupational safety and Tenant shall execute and deliver to Escrow Holder all escrow instructions, deeds, assignments, and other documents as may be necessary to close the purchase and salehealth standards applicable thereto. (c) There No reasonable delay in inspecting or in rejecting Products shall be no proration deemed an acceptance of them by Purchaser or a waiver of Purchaser's right to reject the Products for any cause hereunder. Purchaser shall have the right to accept any portion of Products delivered by Supplier to Purchaser notwithstanding that it may reject the balance thereof. Acceptance by Purchaser of all or any part of the Products shall not constitute a waiver of any amounts paid by Tenant for insurance, maintenance or utilities. Tenant shall pay all Monthly Base Rent and additional rent and all other obligations that accrue under claim which Purchaser may have regarding the Lease prior to the close of escrow; provided, however, that all Monthly Base Rent and additional rent shall be prorated between Landlord and Tenant as of the close of escrow with Tenant being refunded any prepayments of such sums and Landlord receiving any underpaid amounts through the day immediately preceding close of escrow. Any taxes, assessments, liens, encumbrances or other exceptions to title which are not Permitted Exceptions shall be paid and satisfied by Landlord at close of escrow. All costs of title, escrow, transfer taxes, and other closing costs (except as otherwise specifically provided herein) shall be paid by Landlord and Tenant in accordance with local custom in Alameda County as determined by the Escrow HolderProducts. (d) Risk EXCEPT AS EXPRESSLY SET FORTH HEREIN, SUPPLIER DOES NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, SUPPLIER SHALL NOT BE LIABLE TO PURCHASER FOR INJURIES, LOSSES OR DAMAGES RESULTING FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF PURCHASER, NOR SHALL SUPPLIER BE LIABLE TO PURCHASER, IN ANY EVENT, FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, WHETHER ARISING FROM THE SALE OF THE PRODUCTS, ANY DEFECT IN THE PRODUCTS, ANY USE OF OR INABILITY TO USE THE PRODUCTS, OR OTHERWISE. (e) Purchaser is solely responsible for proper selection and application of loss Products. Purchaser shall indemnify, defend and hold harmless Supplier, its managers, officers, members and affiliates from and against any and all losses, damages, liabilities, obligations, claims, demands, suits and proceedings arising out of or allegedly caused by or resulting from the use or application of the Premises shall remain with Landlord, subject to the terms of the Lease, until close of escrow, notwithstanding possession of the Premises Products by Tenant under the terms of the LeasePurchaser.

Additional Terms of Purchase. If Tenant elects to purchase the Premises pursuant to any purchase option or right of first offer granted by Landlord to Tenant under the Lease and this Addendum, then the following additional terms and conditions will apply to such purchase: (a) Landlord Except as provided herein, each Warrant shall convey entitle the holder to Tenant purchase one Warrant Share at close an exercise price of escrow by Grant Deed fee simple title $2.25 per share, at any time on or before the second anniversary of the closing date. Notwithstanding the foregoing, the Warrants may be exercised only if the Company obtains shareholder approval to increase its authorized shares of Common Stock (in the manner described in the Company's recent proxy statement), failing which approval the Warrants shall not be exercisable. Subject to the Premisesspecific terms described herein, free and clear of any taxes, assessments, liens, encumbrances or other exceptions to title, other than such matters as may exist as of the Commencement Date of the Lease or as agreed to by Tenant (the "Permitted Exceptions"). Tenant's obligation to purchase the Premises Warrants shall be conditioned upon Tenant's obtaining at close of escrow an ALTA extended coverage owner's policy of title insurance excluding all pre-printed exceptions (evidenced by a Warrant Agreement in form similar to that delivered to the "Title Policy") naming Tenant as the insured purchasers in the amount Company's July 24, 1998 private placement, except that the Warrant Agreement shall contain customary anti- dilution provisions for stock splits, reverse stock splits and stock dividends and shall contain a net cashless exercise provision permitting the holder to pay the exercise price using shares of the Purchase Price and showing fee title to the Premises as vested in Tenant subject only to the Permitted Exceptions. If Tenant is unable to obtain such a Tide Policy, Tenant may elect, in Tenant's sole discretion, to pursue any or all of the following courses: (i) accept the title insurance policy that can be obtained and close the purchase of the Premises, (ii) accept a title insurance policy with one or more exceptions to title which are not Permitted Exceptions, (iii) delay the closing date to allow Landlord to remove any exception which is not a Permitted Exception, in which event Landlord shall use all reasonable efforts to remove such exceptions prior to the extended closing date, or (iv) rescind Tenant's Common Stock otherwise issuable upon exercise of the purchase option or Warrants evidenced by the right of first offerWarrant Agreement . (b) The sale Company agrees to uses its best efforts to register the Shares and purchase the Warrant Shares for resale under the Securities Act by the holders thereof on or before the first anniversary of the Premises shall be consummated through an escrow established with a reputable title company selected by Tenant (the "Escrow Holder"). Close of escrow shall occur on the date specified by Tenant in its notice of exercise of the purchase option or right of first refusal, which date shall not be earlier than thirty (30) nor more than ninety (90) days after Tenant's notice of exercise. Prior to the scheduled closing date. Landlord If the Company files a Form S-3 registration statement under the Securities Act covering the resale of other shares of Common Stock of the Company on or after the date of the increase in the Company's authorized shares, then the Company shall include in such registration statement the Shares and Tenant shall execute and deliver to Escrow Holder all escrow instructions, deeds, assignments, and other documents as may be necessary to close the purchase and saleWarrant Shares for resale by the holders thereof. (c) There LFC agrees to enter into a "lock-up agreement" pursuant to which LFC will be prohibited from selling any Shares or Warrant Shares prior to January 1, 2000. Any other investor purchasing Shares and Warrants shall enter into a "lock-up agreement" pursuant to which such investor will be no proration of prohibited from selling any amounts paid by Tenant for insurance, maintenance Shares or utilities. Tenant shall pay all Monthly Base Rent and additional rent and all other obligations that accrue under the Lease Warrant Shares prior to the close of escrow; provided, however, that all Monthly Base Rent and additional rent shall be prorated between Landlord and Tenant as first anniversary of the close of escrow with Tenant being refunded any prepayments of such sums and Landlord receiving any underpaid amounts through the day immediately preceding close of escrow. Any taxes, assessments, liens, encumbrances or other exceptions to title which are not Permitted Exceptions shall be paid and satisfied by Landlord at close of escrow. All costs of title, escrow, transfer taxes, and other closing costs (except as otherwise specifically provided herein) shall be paid by Landlord and Tenant in accordance with local custom in Alameda County as determined by the Escrow Holderdate. (d) Risk LFC agrees to enter into an agreement with the Company extending its consulting agreement with the Company to January 1, 2000, in consideration for the Company's issuance of loss 200,000 shares of the Premises shall remain with Landlord, Common Stock (such issuance being subject to the terms of increase in the LeaseCompany's authorized shares). LFC agrees that the lock-up on its original consulting agreement shares and the additional consulting compensation shares shall be extended to January 1, until close of escrow, notwithstanding possession of the Premises by Tenant under the terms of the Lease2000.

Additional Terms of Purchase. If Tenant elects to purchase the Premises pursuant to any purchase option or right of first offer granted by Landlord to Tenant under the Lease and this Addendum, then the following additional terms and conditions will apply to such purchase: (a) Landlord shall convey to Tenant at close of escrow by Grant Deed fee simple title to the Premises, free and clear Payment of any taxes, assessments, liens, encumbrances or other exceptions invoice by Purchaser does not constitute acceptance of Products covered by any invoice and is without prejudice to title, other than such matters as may exist as of the Commencement Date of the Lease or as agreed to by Tenant (the "Permitted Exceptions"). Tenant's obligation to purchase the Premises shall be conditioned upon Tenant's obtaining at close of escrow an ALTA extended coverage owner's policy of title insurance excluding all pre-printed exceptions (the "Title Policy") naming Tenant as the insured in the amount of the Purchase Price and showing fee title to the Premises as vested in Tenant subject only to the Permitted Exceptions. If Tenant is unable to obtain such a Tide Policy, Tenant may elect, in Tenant's sole discretion, to pursue any or all of the following courses: (i) accept the title insurance policy that can be obtained and close the purchase of the Premises, (ii) accept a title insurance policy with one or more exceptions to title which are not Permitted Exceptions, (iii) delay the closing date to allow Landlord to remove any exception which is not a Permitted Exception, claims Purchaser may have against Supplier in which event Landlord shall use all reasonable efforts to remove such exceptions prior to the extended closing date, or (iv) rescind Tenant's exercise of the purchase option or the right of first offerconnection therewith. (b) The sale and purchase Except as otherwise provided herein, time is of the Premises shall be consummated through an escrow established with a reputable title company selected essence in performance by Tenant (the "Escrow Holder"). Close of escrow shall occur on the date specified by Tenant in its notice of exercise of the purchase option or right of first refusal, which date shall not be earlier than thirty (30) nor more than ninety (90) days after Tenant's notice of exercise. Prior to the scheduled closing date. Landlord Supplier and Tenant shall execute and deliver to Escrow Holder all escrow instructions, deeds, assignments, and other documents as may be necessary to close the purchase and salePurchaser under this Agreement. (c) There shall The Products to be no proration of any amounts paid provided hereunder are each warranted by Tenant for insuranceSupplier to equal or surpass all federal, maintenance or utilities. Tenant shall pay all Monthly Base Rent state and additional rent local occupational safety and all other obligations that accrue under the Lease prior to the close of escrow; provided, however, that all Monthly Base Rent and additional rent shall be prorated between Landlord and Tenant as of the close of escrow with Tenant being refunded any prepayments of such sums and Landlord receiving any underpaid amounts through the day immediately preceding close of escrow. Any taxes, assessments, liens, encumbrances or other exceptions to title which are not Permitted Exceptions shall be paid and satisfied by Landlord at close of escrow. All costs of title, escrow, transfer taxes, and other closing costs (except as otherwise specifically provided herein) shall be paid by Landlord and Tenant in accordance with local custom in Alameda County as determined by the Escrow Holderhealth standards applicable thereto. (d) Risk No reasonable delay in inspecting or in rejecting Products shall be deemed an acceptance of loss them by Purchaser or a waiver of Purchaser's right to reject the Products for any cause hereunder. Purchaser shall have the right to accept any portion of Products delivered by Supplier to Purchaser notwithstanding that it may reject the balance thereof. Acceptance by Purchaser of all or any part of the Premises Products shall remain with Landlordnot constitute a waiver of any claim which Purchaser may have regarding the Products. (e) EXCEPT AS EXPRESSLY SET FORTH HEREIN, subject to the terms of the LeaseSUPPLIER DOES NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES, until close of escrowEXPRESS OR IMPLIED, notwithstanding possession of the Premises by Tenant under the terms of the LeaseINCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER PARTY UNDER ANY CIRCUMSTANCES FOR ANY CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING LOST PROFITS OR DAMAGES ARISING ON ACCOUNT OF EXPENDITURES, INVESTMENTS, LEASES, PROPERTY IMPROVEMENTS OR COMMITMENTS MADE OR ENTERED INTO IN RELIANCE UPON THE CONTINUITY OF THE RELATIONSHIP CREATED BY THIS AGREEMENT.