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With a copy to: Metropolitan Life Insurance Company <br />425 Market Street <br />Suite 1050 <br />San Francisco, CA 94105 <br />Attn: Asset Manager — Seaport <br />and: Scott Bohn <br />Chief Development Officer <br />Healthpeak Properties, Inc. <br />Attn: Legal Department and Lab Asset Management <br />1900 Main Street, Suite 500 <br />Irvine, CA 92614 <br />Notice to be deemed effective if delivered by certified mail return receipt requested, or <br />commercial courier, with delivery to be effective upon verification of receipt. Any Party may <br />change its respective address for notices by providing written notice of such change to the other <br />Party. <br />Section 12.2 Attorneys'. In the event any legal action is commenced to enforce <br />this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and <br />expenses incurred. <br />Section 12.3 Miscellaneous <br />(a) The Parties hereto acknowledge that this Agreement has been <br />negotiated and entered into in the State of California. The Parties hereto expressly agree that this <br />Agreement shall be governed by, interpreted under, and construed and enforced in accordance <br />with the laws of the State of California without reference to its choice of law rules. The Parties <br />hereto agree that the exclusive jurisdiction and venue for any legal action arising out of or <br />relating to this Agreement shall be in the applicable Court of San Mateo County, California, or, <br />in the alternative, in cases where Federal jurisdiction is available, in the United States District <br />Court for the Northern District of California. <br />(b) Seller and City acknowledge that each Party and its counsel have <br />reviewed and revised this Agreement and that the rule of construction to the effect that any <br />ambiguities are to be resolved against the drafting Party shall not be employed in the <br />interpretation of this Agreement or any document executed and delivered by either Party in <br />connection with the transactions contemplated by this Agreement. The captions in this <br />Agreement are for convenience of reference only and shall not be used to interpret this <br />Agreement. <br />(c) The defined terms in this Agreement shall apply equally to both <br />the singular and the plural forms of the terms defined. Whenever the context may require, any <br />pronoun shall include the corresponding masculine, feminine and neuter forms. The term <br />"person" includes individuals, corporations, partnerships, trusts, other legal entities, <br />organizations and associations, and any government or governmental agency or authority. The <br />words "include," "includes" and "including" shall be deemed to be followed by the phrase <br />18 <br />4846-4218-3288 v36 <br />2025.276- SEAPORT PURCHASE AGREEMENT <br />REV: 10-15-25 VR <br />