EXHIBIT 10.16
THIRD AMENDMENT TO AGREEMENT RE EFFECTIVENESS AND
CANCELLATION OF AGREEMENT FOR OPTION
This THIRD AMENDMENT TO AGREEMENT RE EFFECTIVENESS AND CANCELLATION
OF AGREEMENT FOR OPTION (the "THIRD AMENDMENT TO EFFECTIVENESS AGREEMENT") is
made and entered into as of this 29th day of March 2000, by and between 3333
Hillview Associates, LLC, a Delaware limited liability company
("ASSOCIATES"), Xxxxxxx-Xxxxxxx Company, a California corporation ("WJ"),
with reference to the following facts and circumstances:
RECITALS
A. Associates requested that WJ execute and deliver that certain
AGREEMENT FOR OPTION TO AMEND SUBLEASE, AMENDMENT OF SUBLEASE
AND JOINT ESCROW INSTRUCTIONS, dated as of March 6, 2000 (the
"OPTION AGREEMENT") and that certain Long Term Amendment to
Lease (as defined in the Option Agreement);
B. Associates and WJ entered into that certain Agreement Re
Effectiveness And Cancellation Of Agreement For Option, dated
as of March 8, 2000 ("ORIGINAL EFFECTIVENESS AGREEMENT"),
pursuant to which the Associates and WJ agreed that the Option
Agreement and the Long Term Amendment to Lease would cease to
be effective unless WJ notified Associates in writing (the
"EFFECTIVENESS NOTICE") that it had entered into a binding
lease for a building or buildings in which WJ may conduct its
business on or before March 15, 2000;
C. Associates and WJ entered into that certain First Amendment to
Agreement Re Effectiveness And Cancellation Of Agreement For
Option, dated as of March 15, 2000 ("FIRST AMENDMENT TO
EFFECTIVENESS AGREEMENT"), pursuant to which the Associates and
WJ agreed that the Option Agreement and the Long Term Amendment
to Lease would cease to be effective unless WJ notified
Associates in writing (the "EFFECTIVENESS NOTICE") that it had
entered into a binding lease for a building or buildings in
which WJ may conduct its business on or before March 22, 2000;
D. Associates and WJ entered into that certain First Amendment to
Agreement Re Effectiveness And Cancellation Of Agreement For
Option, dated as of March 22, 2000 ("SECOND AMENDMENT TO
EFFECTIVENESS AGREEMENT"), pursuant to which the Associates and
WJ agreed that the Option Agreement and the Long Term Amendment
to Lease would cease to be effective unless WJ notified
Associates in writing (the "EFFECTIVENESS NOTICE") that it had
entered into a binding lease for a building or buildings in
which WJ may conduct its business on or before March 29, 2000;
E. Associates and WJ desire to extend the date on or before which
WJ shall deliver to Associates the Effectiveness Notice under
the Effectiveness Agreement from March 29, 2000 to April 05,
2000.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, WJ, Associates and Morrco
hereby agree as follows:
1. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed to such terms in the Original Effectiveness
Agreement.
2. The Original Effectiveness Agreement is hereby amended by
deleting the date "March 29, 2000" wherever it appears in the Original
Effectiveness Agreement and substituting therefor the date "April 05, 2000."
3. Except as modified by this Third Amendment to Effectiveness
Agreement, the Original Effectiveness Agreement, as amended by the First
Amendment to Effectiveness Agreement and the Second Amendment to
Effectiveness Agreement shall remain in full force and effect, without
modification or impairment.
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4. This Third Amendment to Effectiveness Agreement may be executed
in counterparts, each of which when taken together shall constitute but one
agreement.
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement as of the date first above written.
3333 HILLVIEW ASSOCIATES, LLC, a
Delaware limited liability company
By: XX Xxxx Alto Group, L.L.C.,
a Delaware limited liability company,
Manager
By:
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Its: MANAGER
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XXXXXXX-XXXXXXX COMPANY,
a California corporation
By: /s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxxxxx
Its: PRESIDENT AND CEO
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