AgdaPkt 2020-10-26 Joint SA PFA - Laserfiche WebLink

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7.A. - Page 105 of 176 With a copy to: METROPOLITAN LIFE INSURANCE COMPANY 425 Market Street Suite 1050 San Francisco, CA 94105 Attn: Asset Manager — Seaport and: Andrew R. Cressman Vice President HCP, Inc. 3000 Meridian Boulevard, Suite 200 Franklin, TN 37067 Notice to be deemed effective if delivered by certified mail return receipt requested, or commercial courier, with delivery to be effective upon verification of receipt. Any Party may change its respective address for notices by providing written notice of such change to the other Party. Section 12.2 Effective Date. The effective date of this Agreement means (the "Effective Date"). Section 12.3 Attorneys' Fees. In the event any legal action is commenced to enforce this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and expenses incurred. Section 12.4 Miscellaneous (a) The Parties hereto acknowledge that this Agreement has been negotiated and entered into in the State of California. The Parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California without reference to its choice of law rules. The Parties hereto agree that the exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the applicable Court of San Mateo County, California, or, in the alternative, in cases where Federal jurisdiction is available, in the United States District Court for the Northern District of California. (b) Seller and City acknowledge that each Party and its counsel have reviewed and revised this Agreement and that the rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or any document executed and delivered by either Party in connection with the transactions contemplated by this Agreement. The captions in this Agreement are for convenience of reference only and shall not be used to interpret this Agreement. (c) The defined terms in this Agreement shall apply equally to both the singular and the plural forms of the terms defined. Whenever the context may require, any Exhibit C 17 OAK #4846-4218-3288 v15 05674-0058 287