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Reso 16431
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Reso 16431
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Last modified
7/28/2026 2:21:46 PM
Creation date
7/28/2026 2:21:33 PM
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Template:
CC Index
CC Index - Document Type
Resolution
Meeting Type
Regular
Date
7/27/2026
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Attn: Legal Department <br /> Email: mschmitt@kilroyrealty.com <br /> <br /> and: Allen Matkins Leck Gamble Mallory & Natsis LLP <br /> 1901 Avenue of the Stars, Suite 1800 <br /> Los Angeles, CA 90067 <br /> Attn: Tony Natsis, Esq. <br /> Email: tnatsis@allenmatkins.com <br /> <br />14. No Third Party Beneficiaries. Notwithstanding anything in this Agreement to the contrary, <br />nothing herein is intended to create any third party benefit, and there are no third party beneficiaries <br />of this Agreement. <br /> <br />15. Entire Agreement; Interpretation. The recitals above and exhibits attached hereto are <br />incorporated by reference as though fully restated herein and comprise part of this Agreement. <br />This Agreement constitutes the entire agreement between the Parties with respect to the subject <br />matter hereof and no prior oral or written understanding shall be of any force or effect with respect <br />to the matters covered herein. The titles to the sections of this Agreement are not a part of this <br />Agreement and shall have no effect upon the construction or interpretation of any part of this <br />Agreement. As used in this Agreement, masculine, feminine or neutral gender and the singular or <br />plural number shall each be deemed to include the others where and when the context so dictates. <br />The word “including” shall be construed as if followed by the words “without limitation.” This <br />Agreement shall be interpreted as though prepared jointly by the Parties. The laws of the State of <br />California, without regard to conflict of laws principles, shall govern the interpretation and <br />enforcement of this Agreement. <br /> <br />16. Severability. If any term, provision, condition, or covenant of this Agreement or its <br />application to any Party or circumstances shall be held, to any extent, invalid or unenforceable, the <br />remainder of this Agreement, or the application of the term, provision, condition, or covenant to <br />persons or circumstances other than those as to whom or which it is held invalid or unenforceable, <br />shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. <br /> <br />17. Legal Advice. Each Party represents and warrants to the other the following: they have <br />carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of <br />any right which they may have; they have received independent legal advice from their respective <br />legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult <br />legal counsel as to the matters set forth in this Agreement; and, they have freely signed this <br />Agreement without any reliance upon any agreement, promise, statement or representation by or <br />on behalf of the other Party, or its officials, officers, directors, agents, representatives, employees, <br />or attorneys except as specifically set forth in this Agreement, and without duress or coercion, <br />whether economic or otherwise. <br /> <br />18. Cooperation. Each Party agrees to cooperate with the other Party in consummating the <br />transaction contemplated by this Agreement and, in that regard, to execute any and all documents <br />which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of <br />this Agreement including, but not limited to, a Preliminary Change of Ownership Form to be filed <br />ATTY/RESO.0051/CC RESO CONDITIONALLY VACATING SPRING STREET SEGMENT (PURCHASE AND SALE AGR) - EXHIBIT 2 <br />REV: 07-21-26 MI <br /> <br /> <br />Page 12 of 25
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