{"id":41775,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1200-park-avenue-emeryville-ca-agreement-of-purchase-and-sale.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1200-park-avenue-emeryville-ca-agreement-of-purchase-and-sale","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/1200-park-avenue-emeryville-ca-agreement-of-purchase-and-sale.html","title":{"rendered":"1200 Park Avenue (Emeryville, CA) Agreement of Purchase and Sale &#8211; Del Monte Corp. and Pixar Animation Studios"},"content":{"rendered":"<pre>                         AGREEMENT OF PURCHASE AND SALE\n\n                 THIS AGREEMENT OF PURCHASE AND SALE (the \"Agreement\") is made\nand entered into as of this 6th day of September, 1996, by and between DEL\nMONTE CORPORATION, a New York corporation (\"Del Monte\"), and PIXAR ANIMATION\nSTUDIOS, a California corporation (\"Pixar\").\n\n                                   RECITALS:\n\n                 This Agreement is entered into on the basis of the following\nfacts, understandings and intentions of the parties:\n\n                 A.       Del Monte is the owner of certain real property more\nparticularly described in Exhibit A hereto (the \"Real Property\").  Pixar\ndesires to purchase from Del Monte the Real Property, all appurtenances to the\nReal Property (the \"Appurtenances\"), and all intangible property pertaining to\nthe Real Property and Appurtenances (the \"Intangible Property\"; the Real\nProperty, Appurtenances and Intangible Property being hereinafter collectively\nreferred to as the \"Property\").\n\n                 B.       Pixar desires to develop the Real Property for its\nheadquarters facility (the \"Headquarters Facility\").  Such development is\ndependent upon Pixar assuring itself, in its sole discretion, that the Real\nProperty, and Appurtenances and Intangible Property, to the extent applicable,\nmay be developed for the Headquarters Facility.  Specifically, but without\nlimiting the generality of the foregoing, Pixar desires to assure that it can\nobtain the governmental and other approvals necessary\n\n\n\n\n\n                                      -1-\n   2\nor appropriate to develop and construct the Headquarters Facility; that the\nsoils and environmental conditions on, and access and utilities available to,\nthe Real Property are suitable for development, construction, operation and use\nof the Real Property for the Headquarters Facility; and that the state of title\nof the Property is acceptable to Pixar.  Pixar desires to enter into this\nAgreement to purchase the Property, subject to performance of due diligence\nnecessary in Pixar's sole discretion to satisfy itself with respect to such\nmatters.\n\n                 C.       Del Monte is willing to sell the Property to Pixar,\nsubject to Pixar satisfying itself with respect to such matters.  In order to\neffectuate the foregoing, the parties desire to enter into this Agreement.\n\n                 NOW, THEREFORE, IN CONSIDERATION of the foregoing Recitals,\nand the mutual covenants and obligations of the parties herein contained, the\nparties agree as follows:\n\n         1.      Purchase and Sale.  Del Monte shall sell the Property to\nPixar, and Pixar shall purchase the Property from Del Monte, upon all of the\nterms, covenants and conditions set forth in this Agreement.\n\n         2.      Purchase Price.  Pixar shall pay, as the \"Purchase Price\" for\nthe Property, the sum of Six Million Three Hundred Thirty-Two Thousand Forty\nDollars ($6,332,040.00).  Pixar shall pay the Purchase Price, after crediting\nagainst the Purchase Price the Deposit paid under Section 3(a) below (the \"Net\nPurchase Price\"), and subject to any withhold effected pursuant to Section 8(c)\nbelow, in cash through escrow as hereinafter provided.\n\n\n\n\n\n                                      -2-\n   3\n         3.      Deposit: Liquidated Damages.\n\n                 (a)      Deposit.  As an earnest money deposit on account of\nthe Purchase Price, Pixar shall, (i) concurrently with the execution of this\nAgreement by the parties, deposit with Chicago Title Company of Alameda County,\nOne Kaiser Plaza, Oakland, California (\"Title Company\"), the sum of One Hundred\nFifty Thousand Dollars ($150,000.00) (the \"Initial Deposit\"); and (ii) within\nninety (90) days after the date of this Agreement, if Pixar has not previously\nterminated this Agreement pursuant to Section 4(c) below, instruct Title\nCompany to (A) pay to Del Monte the Initial Deposit, and (B) pay to Del Monte\nthe additional sum of One Hundred Fifty Thousand Dollars ($150,000.00) (the\n\"Additional Deposit\"; the Initial Deposit, Additional Deposit and, if made\npursuant to Section 8(b) below, the Demolition Contribution, being hereinafter\ncollectively referred to as the \"Deposit\"; and the date on which Pixar is\nobligated to pay the Additional Deposit to Del Monte or may terminate this\nAgreement pursuant to Section 4(c) below being hereinafter referred to as the\n\"Additional Deposit Date\").  The Deposit shall be applied against the Purchase\nPrice for the Property.  If Pixar terminates this Agreement pursuant to Section\n4(c) below within the time period therein specified, then the Initial Deposit\nshall be promptly repaid by Title Company to Pixar.\n\n                 (b)      Non-Refundable Deposit: Liquidated Damages.  THE\nPARTIES ACKNOWLEDGE THAT, AS OF THE ADDITIONAL DEPOSIT DATE, AND AT ALL TIMES\nTHEREAFTER, THE DEPOSIT IS NON-REFUNDABLE,\n\n\n\n\n\n                                      -3-\n   4\nEXCEPT IN THE EVENT OF A DEFAULT BY DEL MONTE ON ITS OBLIGATIONS UNDER THIS\nAGREEMENT WHICH PREVENTS THE CLOSE OF ESCROW.  UPON ANY TERMINATION OF THIS\nAGREEMENT FROM ANY CAUSE WHATSOEVER AFTER THE ADDITIONAL DEPOSIT DATE\n(INCLUDING THE DEFAULT OF PIXAR ON ITS OBLIGATIONS UNDER THIS AGREEMENT, SUCH\nAS THE OBLIGATION TO MAKE THE ADDITIONAL DEPOSIT IF PIXAR DOES NOT TIMELY\nTERMINATE THIS AGREEMENT PURSUANT TO SECTION 4(c) BELOW), DEL MONTE SHALL HAVE\nTHE ABSOLUTE, UNCONDITIONAL RIGHT TO RETAIN THE DEPOSIT AS COMPENSATION IN FULL\nFOR ALL COSTS, EXPENSES AND DAMAGES RESULTING FROM TERMINATION OF THIS\nAGREEMENT, INCLUDING ON ACCOUNT OF THE DEFAULT OF PIXAR IN THE PERFORMANCE OF\nITS OBLIGATIONS UNDER THIS AGREEMENT.  THE PARTIES HAVE DETERMINED, AFTER DUE\nCONSIDERATION OF ALL FACTS AND CIRCUMSTANCES PERTAINING AS OF THE DATE OF THIS\nAGREEMENT THAT, IN THE EVENT OF A DEFAULT OF PIXAR IN THE PERFORMANCE OF ITS\nOBLIGATIONS UNDER THIS AGREEMENT, THE DAMAGES WHICH DEL MONTE WOULD SUFFER AS A\nRESULT OF SUCH DEFAULT WOULD BE IMPRACTICABLE OR IMPOSSIBLE TO ASCERTAIN.\nTHEREFORE, AFTER DUE CONSIDERATION OF ALL SUCH FACTS AND CIRCUMSTANCES, THE\nPARTIES HAVE DETERMINED THAT THE AMOUNT OF THE DEPOSIT IS A FAIR AND REASONABLE\nAMOUNT TO COMPENSATE DEL MONTE FOR ALL SUCH DAMAGES AND SHALL CONSTITUTE DEL\nMONTE'S LIQUIDATED DAMAGES ON ACCOUNT OF SUCH DEFAULT IN LIEU OF ANY OTHER\nRIGHT OR REMEDY AVAILABLE AT LAW OR IN EQUITY (INCLUDING THE RIGHT TO PURSUE\nSPECIFIC ENFORCEMENT OF THIS AGREEMENT OR OTHER EXTRAORDINARY EQUITABLE RELIEF)\nWHICH DEL MONTE MIGHT HAVE ON ACCOUNT OF SUCH DEFAULT OF PIXAR, AND DEL MONTE\nHEREBY KNOWINGLY, AFTER FULL ADVICE FROM COUNSEL AND OTHER CONSULTANTS\n\n\n\n\n\n                                      -4-\n   5\nOF ITS CHOICE, WAIVES ANY RIGHT TO PROCEED IN LAW OR IN EQUITY ON ANY CAUSE OF\nACTION OR FOR EXTRAORDINARY RELIEF, OTHER THAN TO RECOVER THE AMOUNT OF THE\nDEPOSIT HEREUNDER AS LIQUIDATED DAMAGES PURSUANT TO THIS SECTION 3(b).  TO\nEVIDENCE THE FOREGOING AGREEMENT, THE PARTIES HAVE INITIALED THIS Section 3(b)\nWHERE INDICATED BELOW.\n\n                 _______ INITIALS OF DEL MONTE     ______ INITIALS OF PIXAR\n\n         4.      Conditions Precedent.\n\n                 (a)      Right to Review Property.  Pixar's obligation to\npurchase the Property is conditioned upon Pixar's review and approval, in\nPixar's sole discretion, of all aspects of the Property related or germane, in\nPixar's sole judgment, to Pixar's contemplated development, construction, use\nand operation of the Property for the Headquarters Facility.  Specifically, but\nwithout limiting the generality of the foregoing, Pixar shall have the right to\nreview and satisfy itself, in its sole discretion, that (i) it will have the\nability to obtain all governmental and quasi-governmental (such as public\nutilities) approvals, consents and permits upon terms and conditions acceptable\nto Pixar, in its sole discretion, necessary or appropriate to develop,\nconstruct, use, operate and maintain the Headquarters Facility; (ii) the soils\nand environmental conditions on, under and about the Real Property are\nsatisfactory for development, construction, use, operation and maintenance of\nthe Headquarters Facility; (iii) utilities and services sufficient to support\nthe Headquarters Facility are available and with sufficient capacity; (iv) Del\nMonte is in a position to\n\n\n\n\n\n                                      -5-\n   6\nfulfill the covenants concerning title set forth in Section 5 below in the\nmanner and within the time periods therein specified; (v) the cost to Pixar for\nthe design, construction, development, use, operation and maintenance of the\nHeadquarters Facility is feasible and appropriate; and (vi) all other matters\ngermane to Pixar's decision to proceed with the purchase and sale of the\nProperty pursuant to this Agreement in order to develop, construct, use,\nmaintain and operate the Headquarters Facility on the Real Property are\nsatisfactory.\n\n                 (b)      Efforts to Review Property.  Pixar shall conduct and\ncomplete its review of the Property under Section 4(a) above with due diligence\nand within ninety (90) days after the date of this Agreement (the \"Review\nPeriod\").  Should Pixar determine at any time during the Review Period not to\npurchase the Property as a result of its due diligence review under Section\n4(a) above, Pixar shall promptly so notify Del Monte.  The parties shall\ncooperate in Pixar's review of the Property, communicating with each other on\nthe progress of such review and making timely requests for cooperation where\nsuch cooperation would be useful in such review.  Del Monte shall execute any\nand all documents reasonably necessary to assist Pixar in conducting such\nreview, including serving as the applicant for governmental approvals to the\nextent required by applicable laws, ordinances, rules and regulations.  Del\nMonte's cooperation with Pixar hereunder shall be without cost or expense to\nDel Monte, and to the extent such cooperation creates any liabilities for Del\nMonte, Pixar shall indemnify, defend, protect\n\n\n\n\n\n                                      -6-\n   7\nand hold Del Monte harmless from any and all such liabilities, including\nlosses, claims, damages, causes of action, costs and expenses (such as\nreasonable attorneys' fees), associated with such liabilities.\n\n                 (c)      Fulfillment and Waiver.  If Pixar determines within\nthe Review Period not to purchase the Property as a result of its due diligence\nreview of the Property pursuant to Section 4(a) above, then Pixar shall\nterminate this Agreement by notice to Del Monte given within and prior to the\nexpiration of the Review Period.  The due diligence review of the Property is\nsolely for the benefit of Pixar, and Pixar may waive such review at any time\nduring the Review Period, but only by a notice signed by Pixar.  If Pixar has\nnot given notice of its approval of the Property or termination of this\nAgreement within the Review Period, then Pixar shall be deemed to have approved\nthe Property, Pixar shall have no further right to terminate this Agreement\npursuant to this Section 4(c), and the Deposit shall become nonrefundable as\nspecified in Section 3(b) above.  If Pixar terminates this Agreement as\nprovided in this Section 4(c), then the parties shall have no further rights,\nobligations or liability hereunder, except for the express indemnity\nobligations contained in this Agreement.\n\n                 (d)      Right of Entry: Applications for Approvals\nIndemnification.  Del Monte shall at all times allow Pixar, and its authorized\nrepresentatives and agents, full and complete access to all documents and\nrecords prepared by or on behalf of Del Monte, and surveys, inspection reports,\ntests and test\n\n\n\n\n\n                                      -7-\n   8\nresults, relating to the physical and environmental condition, and utility\navailability and capacity, of the Real Property, (the \"Property Data\").  Del\nMonte shall, within one (1) week after the execution of this Agreement by the\nparties, deliver to Pixar true, correct and complete copies of all Property\nData (i) previously delivered to Del Monte by Kaiser Foundation Health Plan,\nInc. (\"Kaiser\"), in connection with Kaiser's due diligence investigation of the\nProperty for Kaiser's contemplated acquisition of the Property, or (ii)\nreceived, prepared or generated by, or on behalf of, Del Monte in connection\nwith its ownership, occupancy, use or sale of the Property.  In addition to the\nProperty Data from Kaiser delivered pursuant to clause (i) above, Del Monte\nshall, from time to time upon request of Pixar, use reasonable good faith\nefforts to obtain such additional surveys, inspections, reports, tests and test\nresults from Kaiser which Kaiser may have prepared or received from consultants\nin connection with Kaiser's due diligence investigation of the Property for\nKaiser's contemplated acquisition of the Property, but, except for using such\ngood faith due diligence efforts, Del Monte shall have no liability to Pixar\nfor any refusal or failure of Kaiser to supply such Property Data to Del Monte\nfor delivery to Pixar.  Pixar, and its authorized representatives and agents,\nshall have the right at all times, after reasonable advance notice to Del Monte\nand, at Del Monte's option, in the company of a Del Monte representative, to\nenter the Property in order to perform such tests, inspections, sampling or\nsurveys deemed necessary or appropriate by Pixar, in its sole discretion, in\n\n\n\n\n\n                                      -8-\n   9\nconnection with Pixar's analysis of the Real Property or attainment of\ngovernmental or other approvals for its development.  As soon as reasonably\npracticable after performing any test, inspection or survey hereunder, Pixar\nshall restore the affected portion of the Real Property to a condition\nreasonably similar to that immediately prior to such test, inspection or\nsurvey, taking into consideration the Demolition Work to be performed by Del\nMonte pursuant to Section 8(b) below.  Pixar shall effect entry under this\nSection 4(d) so as to minimize any interference with the performance of Del\nMonte's remediation of the Real Property under the Remediation Plan pursuant to\nSection 7(a)(iii) below, or with the performance of the Demolition Work.  Del\nMonte shall cooperate with Pixar in connection with any sampling, test,\ninspection or survey hereunder.  Del Monte shall be responsible for disposal of\nany drilling spoils which are generated as a result of any test, inspection or\nsurvey undertaken by Pixar hereunder, if such spoils contain hazardous\nmaterials.  Del Monte shall effect such disposal pursuant to the applicable\nprovisions of Section 7(a)(ii) below.  Pixar shall indemnify, defend, protect\nand hold Del Monte harmless from and against any and all claims, losses,\ndamages, liabilities, injuries, costs or expenses (including reasonable\nattorneys' fees) arising out of or related to such entry, or performance of\nsuch tests, sampling, inspections or surveys, except that Pixar shall have no\nliability under this Section 6 for any decrease in the value of the Real\nProperty due to the discovery of any previously undiscovered hazardous\nmaterials contamination or\n\n\n\n\n\n                                      -9-\n   10\nother previously undiscovered property defect.\n\n                 (e)      Hazardous Materials Tests.  Notwithstanding the\nprovisions of Section 4(d) above, if Pixar desires to perform any test,\nsampling or inspection with respect to the presence of hazardous materials (as\ndefined in Section 7(a)(vi) below) in, about, on or under the Real Property,\nthen Pixar shall so notify Del Monte, and Del Monte shall promptly perform such\ntesting, sampling or inspection on behalf of Pixar in accordance with Pixar's\nspecifications, utilizing Del Monte's consultants, and shall provide Pixar with\nthe results of such testing, sampling or inspection.  The reasonable cost and\nexpense of such testing, survey or inspection (and restoration of the Real\nProperty, if necessary) shall be paid by Pixar.  Prior to commencing any\ntesting, survey or inspection hereunder, Del Monte shall deliver to Pixar the\nestimate of costs and expenses thereof, and Pixar shall have the right to\nreview and approve the amount of such costs and expenses; and if Pixar\ndisapproves, then it shall have the right to modify the scope and\/or\nspecifications of such testing, survey or inspection, or decline to have such\ntesting, survey or inspection performed.  Pixar shall have the right to have\nits consultants observe, review and approve any testing, sampling or inspection\nperformed on Pixar's behalf by Del Monte hereunder and to require Del Monte's\nconsultants to perform at Pixar's cost as herein provided any additional\ntesting, sampling or inspection resulting from such observation, review and\napproval.  If Del Monte believes that performing such testing, sampling or\ninspection is unreasonable, it shall so\n\n\n\n\n\n                                      -10-\n   11\nnotify Pixar and the parties shall confer and consult in good faith (together\nwith their respective consultants, if necessary or appropriate) to attempt to\nagree on whether or what testing, sampling or inspection is reasonable.  If the\nparties are unable to agree within five (5) days of Del Monte's notice to\nPixar, the issue of the reasonableness of the testing, sampling or inspection\nrequested by Pixar shall be submitted to arbitration pursuant to Section 15\nbelow.  For purposes of the foregoing, it shall be reasonable for Pixar to\nrequest and Del Monte shall not refuse to approve, as unreasonable, the\nfollowing testing, sampling or inspection:  (i) testing requested by any\ngovernmental agency to allow Pixar's development of the Real Property pursuant\nto applicable law, ordinance, order, policy, rule or regulation; (ii) soil\nsampling and analysis for halogenated volatile organic compounds, petroleum\nhydrocarbons, and\/or industrial solvents, or other chemical compounds that may\nbe related to historic activities at that location, in the vicinity of the\nformer paint and oil storage area, located north of the former boiler house on\nthe Real Property; (iii) sampling and analysis for polychlorinated biphenyls in\nthe vicinity of any former or existing electrical transformers; (iv)\ngroundwater sampling and analysis for volatile organic compounds and\/or\npetroleum hydrocarbons on the northern and eastern property boundaries; and (v)\ntesting, sampling, analysis and\/or inspection for newly discovered conditions\nas a result of performance by Del Monte of the Demolition Work pursuant to\nSection 8 below.\n\n\n\n\n\n                                      -11-\n   12\n         5.      Title Matters.\n\n                 (a)      Manner of Conveyance.  Title to the Real Property and\nAppurtenances shall be conveyed from Del Monte to Pixar by grant deed in fee\nsimple absolute (the \"Deed\"), subject to no exceptions to title of any kind or\ncharacter other than:  (i) a lien to secure payment of real estate taxes not\ndelinquent; and (ii) the exceptions to title listed in Exhibit B hereto\n(collectively, the \"Conditions of Title\").\n\n                 (b)      Survey.  At any time within forty-five (45) days\nafter the date of this Agreement, Pixar may, at Pixar's cost and expense,\nprocure an ALTA survey of the Real Property, prepared by a licensed surveyor or\ncivil engineer acceptable to Pixar, and in form and substance acceptable, and\nproperly certified, to Pixar and Title Company, so as to enable Title Company\nto issue to Pixar an Owner's ALTA 1970 Form B extended coverage title insurance\npolicy on Close of Escrow pursuant to Section 6 below.  If (i) the results of\nsuch survey show an encroachment, easement or other title defect not comprised\nin the Conditions of Title, and (ii) any such matter is not acceptable to Pixar\nin its sole discretion, Pixar shall notify Del Monte of such unacceptable\ncondition within thirty (30) days after Pixar's receipt of the survey\nhereunder.  Del Monte shall have thirty (30) days after receipt of Pixar's\nnotice to cure the unacceptable defect in title to Pixar's sole satisfaction.\nIf within such 30-day period Del Monte cannot make reasonably adequate\narrangements to remove and\/or relocate such matter, or obtain title insurance\nprotection with respect thereto, then\n\n\n\n\n\n                                      -12-\n   13\nPixar may either terminate this Agreement or consummate the purchase of the\nProperty pursuant to this Agreement.  If Pixar elects to consummate this\ntransaction, any matter disclosed by the Survey shall constitute a Condition of\nTitle.\n\n                 (c)      Intangible Property.  Del Monte shall convey the\nIntangible Property to Pixar by the Assignment of Intangible Property attached\nhereto as Exhibit C (the \"Assignment\").\n\n                 (d)      Title Insurance.  Evidence of delivery of title to\nthe Real Property in accordance with this Section 5 shall be the willingness of\nTitle Company to issue, upon payment of its regularly scheduled premium, its\nOwner's 1970 Form B ALTA extended coverage policy of title insurance, with any\nendorsements specified by Pixar, in the amount of the Purchase Price (or such\ngreater amount as Pixar may specify and Title Company may accept), showing\ntitle to the Real Property and Appurtenances, as applicable, vested of record\nin Pixar, subject to no exceptions, conditions, easements, reservations or\nencumbrances of any kind or character, other than the Conditions of Title (the\n\"Title Policy\").\n\n         6.      Consummation of Transaction Through Escrow.  The parties shall\nconsummate the transactions under this Agreement through escrow established at\nthe offices of Title Company.  The parties shall close escrow (the \"Close of\nEscrow\") on the date which is not later than (i) the date which is six (6)\nmonths after the date of this Agreement, or (ii) if Pixar exercises its right\nto cause Del Monte to commence the Demolition Work prior to the close of escrow\npursuant to Section 8(b) below within ten\n\n\n\n\n\n                                      -13-\n   14\n(10) days after the Additional Deposit Date, then the later of (A) the date\nestablished under clause (i) above, or (B) the date of full and final\ncompletion of the Demolition Work by Del Monte pursuant to Section 8(b) below\n(the date established under either of the foregoing clauses (i) or (ii) being\nhereinafter referred to as the \"Closing Date\").  The parties shall make the\nfollowing deposits and close escrow in the following manner:\n\n                 (a)      Del Monte.  Del Monte shall deposit into escrow: (i)\nthe Deed, duly executed and acknowledged by Del Monte; (ii) the Assignment,\nduly executed and acknowledged by Del Monte; and (iii) such other documents as\nare necessary to close escrow in accordance with the terms and conditions of\nthis Agreement, including appropriate escrow instructions.\n\n                 (b)      Pixar.  Pixar shall deposit into escrow: (i) the Net\nPurchase Price, together with such other funds as are required to pay Pixar's\nshare of closing costs and prorations, all in immediately available funds; and\n(ii) such other documents as are necessary to close escrow in accordance with\nthe terms and conditions of this Agreement, including appropriate escrow\ninstructions.\n\n                 (c)      Close.  Title Company shall close escrow by\nperforming the following steps in the order set forth below:\n\n                          (i)     Record Deed.  Record the Deed in the\nappropriate Official Records and deliver it to Pixar;\n\n                          (ii)    Delivery of Assignment.  Deliver the\nAssignment to Pixar;\n\n                          (iii)Purchase Price.  After deducting Del\n\n\n\n\n\n                                      -14-\n   15\nMonte's share of closing costs and prorations, and effecting any withhold\nrequired pursuant to Section 8(c) below, pay the balance of the Net Purchase\nPrice to or for the account of Del Monte;\n\n                          (iv)    Title Insurance.  Issue and deliver to Pixar\none (1) original and two (2) duplicate copies of the Title Policy; and\n\n                          (v)     Conformed Copies.  Deliver to each party\ncertified and conformed copies of all documents and instruments deposited by\neither party in escrow under this Section 6.\n\n                 (d)      Costs and Fees.  Del Monte shall pay one half (1\/2)\nof the escrow fee, the premium for the CLTA premium attributable to the Title\nPolicy in the amount of the Purchase Price and the cost of any endorsements to\nensure against title defects under Section 5(b) above, recording costs for the\nDeed, all documentary transfer taxes and conveyancing taxes (other than\ntransfer taxes imposed by the City of Emeryville), and one half (1\/2) of any\ntransfer taxes imposed by the City of Emeryville. Pixar shall pay the cost of\nany survey procured by it under Section 5(b) above, one half (1\/2) of the\nescrow fee, and one half (1\/2) of any transfer taxes imposed by the City of\nEmeryville, the premium for the Title Policy above the CLTA premium\nattributable to the Title Policy in excess of the Purchase Price and for ALTA\nextended coverage thereunder, together with endorsements requested by Pixar as\npart of the Title Policy.  Any other costs or expenses of escrow shall be paid\nin accordance with custom and usage in the County of Alameda, California.  Real\nestate taxes and assessments for the\n\n\n\n\n\n                                      -15-\n   16\nReal Property shall be prorated as of the date the Deed is recorded.\n\n                 (e)      Delivery of Possession.  Upon Close of Escrow, Del\nMonte shall deliver to Pixar exclusive possession of the Real Property and\nAppurtenances, free and clear of any rights, claims or occupancy of third\nparties, subject, however, to the Conditions of Title.\n\n         7.      Del Monte's Covenants. Warranties and Representations.  Del\nMonte covenants, represents and warrants to Pixar as follows:\n\n                 (a)      Hazardous Materials.\n\n                          (i)     Warranty and Representation.  To Del Monte's\nknowledge, and except as disclosed by the \"Environmental Reports\" listed in\nExhibit D hereto, there are no hazardous materials on, in, under, at or from,\nthe Real Property, nor has any release of hazardous materials occurred or come\nto be located on, in, under, at or from the Real Property, and no such release\nthreatens to enter the Real Property.  Del Monte shall be solely responsible\nfor the investigation, monitoring, removal, treatment, disposal, transport, and\nremediation, in accordance with all applicable laws, ordinances, rules and\nregulations, of all hazardous materials located on, in, under, at or from, the\nReal Property, or of those hazardous materials which come on to, or are\nreleased on, in, under or at the Real Property, on or before the Close of\nEscrow under this Agreement.  Del Monte shall undertake and accomplish the\nforegoing in a manner acceptable to, and obtain no further action letters from,\nall governmental\n\n\n\n\n\n                                      -16-\n   17\nagencies having jurisdiction over such hazardous materials under applicable\nlaws, ordinances, rules and regulations.\n\n                          (ii)    Remediation of Real Property.  Except as\notherwise provided in Section 7(a)(iii) below, if, after the Close of Escrow\nunder this Agreement, any hazardous material covered by this Section 7(a)(ii),\nregardless of whether it was previously disclosed to Pixar, remains on the Real\nProperty, or is uncovered, encountered or discovered or otherwise revealed\n(including as a result of Pixar's development of the Real Property, such as\ngrading of the Real Property for construction of improvements thereon), and\nPixar is either required to perform or undertake some act or prevented from\nundertaking or doing some act by a governmental agency (including undertaking\ndevelopment, construction, use, operation or maintenance of the Headquarters\nFacility) on account of such hazardous materials under any applicable law,\nordinance, order, policy, rule or regulation, then Pixar shall so notify Del\nMonte.  At Pixar's option, Pixar may prepare a construction and\npost-construction risk management plan in consultation with governmental\nagencies having jurisdiction which, if prepared by Pixar, Pixar shall submit to\nDel Monte for review and comment and, to the extent it relates to performance\nby Del Monte of its obligations under this Section 7(a)(ii), for approval by\nDel Monte.  Upon approval thereof by governmental agencies having jurisdiction\nand Del Monte, such risk management plan shall govern, to the extent\napplicable, performance by Del Monte of its obligations following Close of\nEscrow under this Section 7(a)(ii).  Del Monte shall review,\n\n\n\n\n\n                                      -17-\n   18\ncomment on, and approve, such risk management plan within ten (10) days after\nreceipt thereof from Pixar and, if Del Monte fails to notify Pixar of any\ncomment or approval thereon within such 10-day period, Del Monte shall be\ndeemed to have approved the same.  Upon receipt of Pixar's notice, Del Monte\nshall promptly apply for and obtain any and all necessary permits and approvals\nfrom governmental agencies having jurisdiction (including remediation,\nmonitoring, removal, treatment, health and safety risk management and other\nplans related to the presence of hazardous materials on, in, under, at or from\nthe Property) and, immediately after obtaining such permits and approvals,\nperform its obligations under this Section 7(a)(ii) using all due diligence.\nPrior to submitting any application or other information to any governmental\nagency to fulfill its obligations under this Section 7(a)(ii) following Close\nof Escrow, Del Monte shall submit such application and\/or information to Pixar\nfor review, comment and approval.  Pixar shall render any approval within five\n(5) business days after receipt thereof from Del Monte; Pixar shall approve\nsuch application and\/or information if it is consistent with the obligations of\nDel Monte and the applicable standards and requirements of this Section\n7(a)(ii); and if Pixar has not approved such application and\/or information\nwithin such 5 business-day period, then Pixar will be deemed to have approved\nsuch application and\/or information.  Pixar will cooperate with Del Monte in\nDel Monte's efforts to obtain the necessary permits and approvals from\ngovernmental agencies having jurisdiction.  If\n\n\n\n\n\n                                      -18-\n   19\nDel Monte does not, within ten (10) days after obtaining such permits and\napprovals (or if none are required, within thirty (30) days after receipt of\nnotice from Pixar), commence to perform such obligations and thereafter\ndiligently pursue such obligations to completion, then Pixar shall have the\nright, at its sole option, to perform on behalf of Del Monte the obligations of\nDel Monte under this Section 7(a)(ii), utilizing those methods Pixar reasonably\ndeems acceptable, and Del Monte shall promptly upon demand reimburse to Pixar\nall reasonable costs and expenses incurred by Pixar in the performance of such\nobligations on behalf of Del Monte.  Pixar grants a non-exclusive license to\nDel Monte, and its authorized representatives and agents, to enter the Real\nProperty under such terms and conditions as Pixar may from time to time\nreasonably prescribe to perform Del Monte's obligations hereunder.  Prior to\neffecting such entry, Del Monte shall notify Pixar of its request to enter the\nReal Property hereunder, describe the purpose for which entry is requested and\nthe activities to be undertaken by Del Monte, and provide to Pixar for its\nreview and approval all plans, specifications, reports, criteria or other\nrelevant information with respect to such activities on the Real Property\nhereunder. Pixar shall have ten (10) business days after receipt to comment on\nand approve such information; and if Del Monte has not received such comment\nand approval within such ten (10) business day period, then Pixar will be\ndeemed to have approved such information.  Del Monte shall effect entry solely\nto perform the activities described in its notice hereunder, and solely within\n\n\n\n\n\n                                      -19-\n   20\nthe scope of the information approved by Pixar hereunder.  If any portion or\ncondition of the Real Property, or any improvements then located thereon, are\ndamaged by any activities of Del Monte in effecting such entry or carrying out\nits activities hereunder, Del Monte shall restore the affected portion of the\nReal Property and\/or improvements to the condition which existed immediately\nprior to such entry utilizing methods and within a time frame for performance\nacceptable to Pixar.  Del Monte shall effect entry under this Section 7(a)(ii)\nso as to minimize any interference with the use and occupancy by Pixar of, or\nconduct of business by Pixar on, the Real Property and the improvements then\nlocated thereon.  Del Monte shall indemnify, defend, protect and hold Pixar\nharmless from and against any and all claims, liens, losses, damages,\nliabilities, injuries, costs or expenses (including reasonable attorneys' fees)\narising out of or related to any entry effected hereunder.  To the extent\napplicable, transportation and disposal of hazardous materials from the Real\nProperty (including pursuant to Section 7(a)(iii) below) shall take place under\na hazardous waste manifest designating Del Monte as the generator and utilizing\nDel Monte's hazardous waste generator number or, if a hazardous waste manifest\nis not applicable to the hazardous material, pursuant to a substantially\nequivalent non-hazardous material manifest showing that Del Monte is the party\nresponsible for the generation, shipment, transportation and disposal of the\nhazardous material.  All costs and expenses of compliance by Del Monte with its\nobligations under this Section 7(a)(ii) shall be borne solely by Del Monte.\n\n\n\n\n\n                                      -20-\n   21\nIn addition, if as a result of an occurrence or circumstance pursuant to which\nDel Monte must perform its obligations under this Section 7(a)(ii) and (i) as a\nresult thereof, Pixar is required to uncover or reperform work of construction\nin its Headquarters Facility, or (ii) the completion of the critical path\nconstruction schedule for construction of the Headquarters Facility is delayed\nby more than five (5) days, then in either such event Del Monte shall reimburse\nPixar for all actual, reasonable out-of-pocket expenses incurred by Pixar on\naccount of such occurrence or events.  Subject to the foregoing, Del Monte\nshall have no liability to Pixar for consequential damages arising out of any\noccurrence or events giving rise to performance by Del Monte, or the actual\nperformance by Del Monte, of its obligations under this Section 7(a)(ii).\n\n                          (iii)   Remediation of Existing Conditions. With\nrespect to the conditions identified in the Environmental Reports (other than\nthe Asbestos Reports identified in Exhibit F hereto), Del Monte has developed\nand implemented a plan to remediate all such conditions (the \"Remediation\nPlan\").  The Remediation Plan has been preliminarily approved by the California\nRegional Water Quality Control Board for the San Francisco Bay Region (the\n\"Regional Board\") and Alameda County Department of Environmental Health (the\n\"Alameda County DEH\") and Del Monte is in the process of obtaining, and shall\nobtain as soon as possible after the date of this Agreement, the Regional\nBoard's and Alameda County DEH's final approval of implementation of the\nRemediation Plan.  Promptly after obtaining such final\n\n\n\n\n\n                                      -21-\n   22\napproval, Del Monte shall complete implementation of the Remediation Plan as\nrequired by the Regional Board, Alameda County DEH and any other agencies\nhaving jurisdiction over such activities (the Regional Board, Alameda County\nDEH and such other agencies being hereinafter collectively referred to as the\n\"Jurisdictional Agencies\"), and shall diligently continue to perform the\nRemediation Plan to completion in accordance with its terms, subject only to\nthe monitoring and any further actions hereinafter specified.  If Pixar elects\nto require Del Monte to perform the Demolition Work prior to the Close of\nEscrow pursuant to Section 8(b) below, then Del Monte shall complete the\nRemediation Plan as herein specified on or before Close of Escrow (subject to\nextensions only for force majeure causes beyond Del Monte's reasonable control,\nin which event the Closing Date determined in accordance with Section 6 above\nshall be delayed by one day for each day of delay in completion of the\nRemediation Plan in accordance with the foregoing provisions); and if Pixar\ndoes not elect to require Del Monte to perform the Demolition Work prior to the\nClose of Escrow pursuant to Section 8(b) below, then Del Monte shall complete\nthe Remediation Plan as herein specified as soon as possible after the\ncompletion of the Demolition Work.  Upon completion of the Remediation Plan\nhereunder, Del Monte shall obtain and provide to Pixar a true, correct and\ncomplete copy of all no further action letters from the Jurisdictional\nAgencies, in standard form and substance (exemplars of which are attached\nhereto as Exhibit E), which approves Del Monte's remediation activities,  the\nRemediation\n\n\n\n\n\n                                      -22-\n   23\nPlan, and the implementation of the Remediation Plan, and which requires no\nfurther remediation action, other than monitoring of wells, if any, pursuant to\nthe Remediation Plan (the \"No Action Letters\").  Del Monte shall continue to\nundertake those actions (including monitoring of wells if required) necessary\nto complete the Remediation Plan, obtain any final approvals or sign-offs from\nany Jurisdictional Agencies as may be required under applicable laws,\nordinances, rules and regulations, and remediate all hazardous materials as\nrequired by the Remediation Plan, consistent with the requirements of all\nJurisdictional Agencies. If, after completion of the Remediation Plan and\nissuance of the No Action Letters, monitoring, remediation, removal or\ninvestigatory work is required by the Jurisdictional Agencies for any hazardous\nmaterials which were located on, in, under, at or from the Real Property on or\nbefore the Close of Escrow under this Agreement, whether or not covered by the\nRemediation Plan, then Del Monte shall promptly perform such work pursuant to\nSection 7(a)(ii) above.  If any of the Jurisdictional Agencies requires\ncontinued maintenance or installation of monitoring wells on the Real Property\nwhich will remain in place after Close of Escrow, Pixar shall have the right to\nreview and approve the location of such monitoring wells and shall have the\nright to decline to approve the location of such monitoring wells if such\nmonitoring wells are to be located under planned buildings, improvements or\nstructures which Pixar intends to locate on the Property.  If, after approval\nof the location of such monitoring wells, a Jurisdictional Agency requires that\na monitoring well be\n\n\n\n\n\n                                      -23-\n   24\nrelocated, then Del Monte shall be responsible for affecting such relocation\npursuant to Section 7(a)(ii) above and shall pay the cost of such relocation;\nbut if Pixar desires to relocate a monitoring well after Pixar's approval of\nthe location thereof, then Pixar shall, subject to obtaining the prior approval\nof the Jurisdictional Agencies, be responsible for affecting such relocation\nand the cost thereof.  Upon approval by the Jurisdictional Agencies of closure\nof any monitoring well maintained hereunder, Del Monte shall effect such\nclosure in accordance with the applicable requirements of the Jurisdictional\nAgencies, and any other governmental agencies having jurisdiction.  To the\nextent applicable, the provisions of Section 7(a)(ii) shall apply to Del\nMonte's obligations hereunder, including the access license granted thereunder\nand the use of Del Monte's hazardous waste generator number for effecting the\nHazardous Materials Plans described hereunder.  Del Monte shall bear all costs\nand expenses of performing its obligations under this Section 7(a)(iii).\n\n                          (iv)    Disclaimer.  Subject to the matters set forth\nin Sections 7(a)(i) and (iii), Del Monte has not received any notice of any\naction or proceeding relating to any hazardous materials or any release thereof\non, in, under, at or from the Real Property.  Except as disclosed by the\nEnvironmental Reports, neither Del Monte, nor to Del Monte's best knowledge,\nany predecessor in interest as owner, occupant or operator of the Real\nProperty, or any portion of the Real Property, or any facility located thereon,\nnor any other third person, used,\n\n\n\n\n\n                                      -24-\n   25\ngenerated, manufactured, stored, released or disposed of on, in, at or under\nthe Real Property, or transported to or from the Real Property, any hazardous\nmaterials.\n\n                          (v)     Indemnification by Del Monte.  Del Monte\nshall retain and assume responsibility for, and shall indemnify, defend,\nprotect and hold harmless, Pixar and its directors, officers, employees,\nagents, licensees, invitees, contractors, and their respective directors,\nofficers, employees and agents, from and against any and all liabilities,\nlosses, damages, claims, causes of action, costs or expenses arising out of or\nrelating to the presence or release of hazardous materials on, under, at or\nfrom the Real Property on or before the Close of Escrow under this Agreement,\nincluding:  (i) all damages directly or indirectly arising out of the use,\ngeneration, storage, release or disposal of hazardous materials; (ii) all\nreasonable attorneys' and consultants' fees; and (iii) the costs of preparing,\nobtaining approval of and implementing the Remediation Plan or the measures\ndescribed in Section 7(a)(ii), or of any other repair, cleanup, removal or\ndecontamination required of Del Monte by this Section 7(a), and the preparation\nand implementation of any closure plans, whether such action is required of Del\nMonte prior to or following transfer of title of the Real Property to Pixar or\nthe issuance of any No Action Letter.\n\n                          (vi)    Definition of Hazardous Materials.  As used\nherein, \"hazardous materials\" includes:  petroleum; asbestos; radioactive\nmaterials; and all substances defined as\n\n\n\n\n\n                                      -25-\n   26\n\"hazardous substances,\" \"hazardous materials,\" \"hazardous wastes,\" \"solid\nwastes,\" \"pollutants\" or \"contaminants\" (or words of similar import) in the\nComprehensive Environmental Response, Compensation and Liability Act of 1980,\nas amended (42 U.S.C. Section 9601, et seq.), the Hazardous Materials\nTransportation Act (49 U.S.C. Section 1801, et seq.), the Resource Conservation\nand Recovery Act (42 U.S.C. Section 6901 et seq.), the Porter-Cologne Water\nQuality Control Act (California Water Code 13000, et seq.), the Hazardous Waste\nControl Law (California Health and Safety Code 25100, et seq.), and any other\nsimilar applicable laws or the regulations promulgated thereunder.\n\n                          (vii)   Successors Bound.  In addition to the\nprovisions of Section 13 below regarding successors to and assigns of the\nparties, if a third-party acquires all or substantially all of Del Monte's\nassets by a transaction other than the acquisition of all or substantially all\nof the outstanding shares of Del Monte (or such portion thereof that such\nthird-party obtains effective control of the management and affairs of Del\nMonte), then Del Monte shall in connection with such transaction require that\nsuch third-party assume in writing all of the obligations and be bound by the\nprovisions of this Section 7(a).  In the event of such a transaction, Del Monte\nshall deliver to Pixar such written assumption agreement promptly after the\nconsummation of such transaction.\n\n                 (b)      Pending Assessments and Eminent Domain.  Del Monte\nhas no knowledge, and has received no notice, of any pending proceeding for the\nimposition of any special assessment,\n\n\n\n\n\n                                      -26-\n   27\nor the formation of a special assessment district, or for a proceeding in\neminent domain, any of which would affect in any manner the Real Property, or\nany portion thereof.\n\n                 (c)      Copies of Documents.  All of the plans,\nspecifications, documents, reports, studies and other materials which Del Monte\nhas prepared and provides to Pixar under this Agreement are complete, true and\ncorrect copies thereof; and all of the plans, specifications, documents,\nreports, studies and other materials prepared by third parties which Del Monte\nprovides to Pixar under this Agreement are, to Del Monte's knowledge, complete,\ntrue and correct copies thereof.\n\n                 (d)      Non-Foreign Status.  Del Monte is not a foreign\nperson, foreign corporation, foreign partnership, foreign trust or foreign\nestate, as those terms are defined in the Internal Revenue Code and Regulations\nthereunder.  At the Close of Escrow, Del Monte shall deliver to Pixar a fully\nexecuted affidavit in the form attached hereto as Exhibit H.\n\n                 (e)      Authority.  Del Monte has full power and authority,\nand has obtained all necessary consents, to enter into this Agreement, to sell\nand transfer the Property to Pixar and to otherwise perform its obligations\nunder this Agreement.  The persons executing this Agreement on behalf of Del\nMonte have full power and authority so to do in accordance with the foregoing.\n\n                 (f)      No Litigation or Other Breach.  No litigation,\nproceeding (administrative or otherwise), order, or judgment is pending or\noutstanding against, or affects, Del Monte, or the Real Property, or any\nportion thereof, and Del\n\n\n\n\n\n                                      -27-\n   28\nMonte has not committed any breach of any agreement, document or instrument to\nwhich Del Monte is a party, any of which could in any manner adversely affect\nthe Real Property, or any portion thereof, or adversely affect Del Monte's\nability to perform its obligations under this Agreement.\n\n                 (g)      Compliance With Laws.  To Del Monte's knowledge, the\nReal Property, and every portion thereof, is in compliance with all laws,\nordinances, rules and regulations governing the use and operation thereof and\nDel Monte has not received any notice of violation of any such laws,\nordinances, rules or regulations, except as disclosed in the Environmental\nReports.\n\n                 (h)      Agreements With Respect to Property.  On or before\nthe Close of Escrow, Del Monte shall not enter into any contracts, agreements\nor leases which would create any rights in or encumbrance on the Property, or\nany portion thereof or interest therein, which would survive the Close of\nEscrow.  On or before the Close of Escrow, Del Monte shall terminate all\ncontracts, agreements or leases which would create any rights in or\nencumbrances on the Property, or any portion thereof or interest therein.  On\nor before the Close of Escrow, Del Monte shall perform all obligations which\npertain to the Property, or the ownership, use or occupancy thereof, and shall\nindemnify, defend, protect and hold harmless Pixar, and its directors,\nofficers, employees, agents and authorized representatives, from and against\nany and all claims, liabilities, losses, damages, causes of action, costs or\nexpenses (including reasonable\n\n\n\n\n\n                                      -28-\n   29\nattorneys' fees), arising out of or in connection with the Property, or the use\nor occupancy thereof, and accruing on or before the Close of Escrow, other than\nthose arising out of Pixar's entry of the Real Property pursuant to Section\n4(d) above.\n\n                 (i)      Disclosure by Del Monte of Material Information.   To\nDel Monte's knowledge, Del Monte has, or will, prior to the Close of Escrow,\ndisclose to Pixar all material information regarding the physical condition and\nstate of title of, and utility availability to, the Real Property.\n\nThe warranties and representations of Del Monte under this Section 7 shall be\ndeemed restated and remade by Del Monte in their entirety as of Close of Escrow\nunder this Agreement.  In addition to the other indemnities contained in this\nSection 7, Del Monte shall indemnify, defend, protect and hold harmless Pixar,\nand its directors, officers, employees, agents, and authorized representatives,\nfrom and against all liabilities, losses, damages, claims, causes of action,\ncosts or expenses (including reasonable attorneys' fees), arising out of or\nrelating to any breach by Del Monte of any of the warranties, representations\nor covenants contained in this Section 7. Whenever in this Section 7 reference\nis made to the \"knowledge\" of Del Monte in connection with Del Monte's\nwarranties and representations contained in this Section 7, such reference\nshall mean the actual knowledge, as of the date of this Agreement, of Steven P.\nRonzone, Director of Property Management of Del Monte,\n\n\n\n\n\n                                      -29-\n   30\nand any former and current employee of Del Monte that Del Monte could\nreasonably expect to have such knowledge and in connection with the\nenvironmental condition of the Real Property also the knowledge of CH2MHill,\nInc., or any other consultant retained by Del Monte in connection with\nrendering services to Del Monte on the environmental condition of the Real\nProperty, which has been communicated in writing or otherwise by such\nconsultant to any employee of Del Monte.\n\n         8.      Demolition and Asbestos Removal: Pixar Right to Grade Site.\n\n                 (a)      Del Monte Demolition Work and Asbestos Removal.  Del\nMonte has informed Pixar that the improvements on the Real Property contain\nasbestos, and that some asbestos has been removed by Environmental Control\nIndustries under the supervision of Clayton Environmental pursuant to the\nrequirements of governmental agencies having jurisdiction over such activities\nand pursuant to the Asbestos Reports and specifications prepared by Clayton\nEnvironmental identified in Exhibit F hereto (the \"Asbestos Specifications\").\nExcept as otherwise provided in Section 8(b), Del Monte shall, using a\nqualified, reputable, experienced, licensed contractor or contractors selected\nby Del Monte in its sole discretion, promptly after the Close of Escrow,\ndemolish all improvements located on the Real Property (the \"Demolition Work\")\nin accordance with the specifications attached hereto as Exhibit G (the\n\"Demolition Specifications\") and, in connection with the Demolition Work,\nremove and dispose of all debris and all asbestos from the Real Property in\naccordance with\n\n\n\n\n\n                                      -30-\n   31\nthe requirements of the Demolition Specifications and of governmental agencies\nhaving jurisdiction, all applicable laws, ordinances, rules and regulations,\nand the Asbestos Reports and Asbestos Specifications.  Prior to bidding or\nnegotiating a contract for performance of the Demolition Work, Del Monte shall\nprovide to Pixar complete copies of all plans and specifications prepared by or\non behalf of Del Monte for the Demolition Work; and Pixar shall have the right\nto review and comment on such plans and specifications to ensure consistency\nwith the Asbestos Specifications and Demolition Specifications.  Pixar shall\ncomplete such review and comment within ten (10) days after receipt of such\nplans and specifications from Del Monte and, if Pixar has not notified Del\nMonte of any comments thereon within such 10-day period, then Pixar shall be\ndeemed to have no comments thereon.  Del Monte shall complete the Demolition\nWork (including removal and disposal of all debris and all asbestos from the\nReal Property) not later than four (4) months after the Close of Escrow\n(subject to extensions only for force majeure causes beyond Del Monte's\nreasonable control).  Transportation and disposal of the asbestos from the\ndemolished improvements shall take place under a hazardous waste manifest\ndesignating Del Monte as the generator and utilizing Del Monte's hazardous\nwaste generator number.  Upon completion of the Demolition Work, Del Monte\nshall deliver to Pixar all permits, notices, approvals and sign-offs required\nfrom or by governmental agencies having jurisdiction under applicable laws,\nordinances, rules and regulations and copies of all manifests and receipts with\nrespect\n\n\n\n\n\n                                      -31-\n   32\nto completion of the Demolition Work and the removal and disposal of asbestos\nand other materials from the Real Property.  If, after the Close of Escrow,\nPixar discovers during the course of initial development of the Real Property\nfor Pixar's intended purposes any materials or structures which were required\nto be removed by Del Monte in accordance with the Demolition Specifications,\nPixar shall so notify Del Monte and shall upon giving such notice have the\nright to effect such removal, transport and disposal, and Del Monte shall\nreimburse Pixar for all reasonable costs and expenses incurred by Pixar for\nsuch removal, transport and disposal; or, upon written notice from Pixar to Del\nMonte, Del Monte shall promptly effect such removal, transport and disposal at\nDel Monte's sole cost and expense, but without undue interference with the\nperformance by Pixar of its development activities on the Real Property.  If,\nupon receipt by Del Monte of Pixar's notice hereunder, Del Monte disputes that\nit was required to remove any or all of the materials or structures identified\nin Pixar's notice in accordance with the Demolition Specifications, such\ndispute shall be resolved by arbitration pursuant to Section 15 below.\n\n                 (b)      Performance of Demolition Work and Asbestos Removal\nPrior to Close of Escrow.  Pixar may elect, at any time after the date of this\nAgreement and before ten (10) days after the Additional Deposit Date, to\nrequire that Del Monte perform the Demolition Work (including removal and\ndisposal of all debris and all asbestos from the Real Property) pursuant to\nSection 8(a) above, in accordance with the terms and conditions of this\n\n\n\n\n\n                                      -32-\n   33\nSection 8(b).  Pixar shall make such election by written notice to Del Monte\nand, if Pixar makes such election prior to the Additional Deposit Date, such\nelection shall be accompanied by the Additional Deposit, the instructions to\ntitle company to pay to Del Monte the Initial Deposit and a waiver by Pixar of\nany right to terminate this Agreement pursuant to Section 4(c) above. Promptly\nafter receipt of Pixar's notice, Del Monte shall commence the Demolition Work\nand complete the Demolition Work not later than four (4) months after the date\nof Pixar's notice (subject to force majeure causes beyond Del Monte's\nreasonable control) in accordance with the provisions of Section 8(a) above.\nPixar shall reimburse Del Monte for fifty percent (50%) of the cost of\nperforming the Demolition Work up to an amount not exceeding Two Hundred\nThousand Dollars ($200,000) (the \"Maximum Reimbursement Amount\").\nReimbursement to Del Monte by Pixar of the cost of the Demolition Work\nhereunder shall be effected on a progress payments basis as the Demolition Work\nproceeds upon receipt by Pixar of Del Monte's contractor's applications for\npayment, conditional (or final, if applicable) lien releases and waivers from\nsuch contractor and all subcontractors and material suppliers in the form\nrequired by applicable California law, and a certification by an authorized\nofficer or representative of Del Monte that the costs shown due by the\ncontractor's application for payment have been duly incurred and are due and\nowing by Del Monte, and that the Demolition Work has progressed to the point\nindicated in accordance with the contractor's application in accordance with\nthe\n\n\n\n\n\n                                      -33-\n   34\nrequirements of Section 8(a) above.  Within twenty (20) days after receipt of\nsuch information by Pixar, Pixar shall reimburse Del Monte for fifty percent\n(50%) of the amount shown due on the contractor's application for payment up\nto, but not exceeding in the aggregate, the Maximum Reimbursement Amount.  Upon\nreimbursement by Pixar of the Maximum Reimbursement Amount, Del Monte shall\nbear all further costs for performance of the Demolition Work hereunder.  All\namounts paid by Pixar to Del Monte as reimbursement for the cost of the\nDemolition Work hereunder shall be credited against the Net Purchase Price at\nthe Close of Escrow.\n\n                 (c)      Establishment of Cost of Demolition Work and Asbestos\nRemoval: Withhold at Escrow.  The cost for performance of the Demolition Work\nby Del Monte pursuant to Section 8(a) shall be established either by\ncompetitive bidding, or by a negotiated bid.  Del Monte shall have the right,\nin its sole discretion, to utilize either procedure, and shall establish the\ncost for the performance of the Demolition Work in all events prior to the\nClose of Escrow (or if Pixar elects to cause Del Monte to perform the\nDemolition Work prior to the close of escrow pursuant to Section 8(b) above, in\na manner which enables Del Monte to perform the Demolition Work in accordance\nwith the time period for completion therein specified).  Upon establishment of\nthe cost of the Demolition Work hereunder, Del Monte shall provide to Pixar a\ncopy of the contract with the contractor performing the Demolition Work,\nsetting forth the cost of the Demolition Work.  Unless Pixar exercises its\noption to require\n\n\n\n\n\n                                      -34-\n   35\nDel Monte to commence the Demolition Work prior to the Close of Escrow pursuant\nto Section 8(b) above, an amount equal to one hundred-twenty-five percent\n(125%) of the cost of the Demolition Work as established hereunder shall be\nwithheld with Title Company in escrow until completion by Del Monte of the\nDemolition Work pursuant to the provisions of Section 8(a) above.  Upon\nsubmission by Del Monte to Title Company and to Pixar of the final application\nfor payment from the contractor performing the Demolition Work, final lien\nreleases and waivers in accordance with applicable California law from such\ncontractor and all subcontractors and material suppliers, and a certification\nby an authorized officer or representative of Del Monte that final payment is\ndue such contractor, and that the Demolition Work (including removal and\ndisposal of all debris and all asbestos from the Real Property) has been\ncompleted in accordance with Section 8(a) above, then the amount withheld in\nescrow hereunder shall be released and paid to Del Monte within five (5)\nbusiness days after such submission in accordance with its instructions.\n\n                 (d)      Pixar Right to Grade Site.  Upon completion by Del\nMonte of the Demolition Work, Pixar shall have the right to enter the Real\nProperty in order to commence grading of the Real Property pursuant to Pixar's\ngrading specifications therefor.  Pixar shall effect entry hereunder pursuant\nto the applicable provisions of Section 4(d) above (including the indemnity\nprovisions therein contained), shall pay all costs and expenses of its grading\nactivities hereunder (unless such cost or expense is attributable to, or any\nother liability arises as a\n\n\n\n\n\n                                      -35-\n   36\nconsequence of, the presence of hazardous materials on, in, under or about the\nReal Property covered by Section 7(a)(ii) above), and shall perform grading\nactivities in order to prepare the Real Property for development by Pixar of\nthe improvements thereon for Pixar's intended use of the Real Property in\naccordance with applications made by Pixar for .applicable governmental permits\nand approvals for such development.  Pixar shall provide to Del Monte copies of\nall specifications for such grading work for Del Monte's review and approval\nprior to effecting entry to commence grading hereunder.\n\n         9.      Pixar Covenants, Warranties and Representations. Pixar\ncovenants, represents and warrants to Del Monte as follows:\n\n                 (a)      Authority.  Pixar has full power and authority, and\nhas obtained all necessary consents, to enter into this Agreement, to purchase\nthe Real Property to Pixar and to otherwise perform its obligations under this\nAgreement.  The persons executing this Agreement on behalf of Pixar have full\npower and authority so to do in accordance with the foregoing.\n\n                 (b)      No Litigation or Other Breach.  No litigation,\nproceeding (administrative or otherwise), order, or judgment is pending or\noutstanding against, or affects, Pixar, and Pixar has not committed any breach\nof any agreement, document or instrument to which Pixar is a party, any of\nwhich could adversely affect Pixar's ability to perform its obligations under\nthis Agreement.\n\n                 (c)      Agreements with Respect to Property.  Except as\nprovided in Sections 7(a) and (h) and Section 8s, after the\n\n\n\n\n\n                                      -36-\n   37\nClose of Escrow, Pixar shall assume all obligations with respect to the\nProperty transferred to Pixar under this Agreement, and shall, except as\notherwise provided in Sections 7(a) and (h) and Section 8 above, indemnify,\ndefend, protect and hold harmless Del Monte, and its directors, officers,\nemployees, agents and authorized representatives, from and against any and all\nclaims, liabilities, losses, damages, causes of action, costs or expenses\n(including reasonable attorneys' fees), arising out of or in connection with\nthe Property, or the use or occupancy thereof, and accruing after the Close of\nEscrow.\n\n                 (d)      As-Is Transaction.  Except for the warranties and\nrepresentations made by Del Monte under Section 7 above, Pixar understands and\nacknowledges, and hereby warrants and represents, that it is purchasing the\nProperty in its \"as-is\" condition as of the date of Close of Escrow and that,\nexcept for Del Monte's warranties and representations contained in this\nAgreement, it has relied entirely on its own independent investigation of the\ncondition of the Property and the utility of the Property for Pixar's intended\nuse.\n\n                 The warranties and representations of Pixar under this Section\n8 shall be deemed restated and remade by Pixar in their entirety as the date of\nClose of Escrow under this Agreement.  In addition to the other indemnity\ncontained in this Section 9, Pixar shall indemnify, defend, protect and hold\nharmless Del Monte, and its directors, officers, employees, agents, and\nauthorized representatives, from and against all liabilities, losses,\n\n\n\n\n\n                                      -37-\n   38\ndamages, claims, causes of action, costs or expenses (including reasonable\nattorneys' fees), arising out of or relating to any breach by Pixar of any of\nthe warranties, representations or covenants contained in this Section 8.\n\n         10.     Exclusive Rights.  The parties understand and acknowledge\nthat, prior to the Additional Deposit Date (or earlier waiver of the right of\nPixar to terminate this Agreement pursuant to Section 4(c) above), the parties\nhave a material interest in not actively negotiating with third-parties, in the\ncase of Pixar for alternative sites for its Headquarters Facility, and in the\ncase of Del Monte for backup offers for the purchase and sale of the Property.\nAccordingly, prior to the Additional Deposit Date (or if earlier, the date\nPixar waives its right to terminate this Agreement pursuant to Section 4(c)\nabove), Pixar shall not pursue or investigate any alternative sites for its\nHeadquarters Facility, or respond to proposals for, or engage in, negotiations\nfor such acquisition, or physical or environmental review of any such\nalternative sites, and Del Monte shall not undertake any activities to market\nthe Property to third-parties, including negotiation with third-parties who may\nhave an interest in acquiring the Property, soliciting offers therefore or\nengaging real estate brokers or finders for such purpose.\n\n         11.     Confidentiality Agreement.  Concurrently with the execution of\nthis Agreement by the parties, the parties shall enter into the Confidentiality\nAgreement in the form attached hereto as Exhibit I, pursuant to which the\ninformation,\n\n\n\n\n\n                                      -38-\n   39\ndocuments, data, studies and reports covered by the Confidentiality Agreement\nshall be kept confidential.  The provisions of the Confidentiality Agreement\nare incorporated into and made a part of this Agreement as if set forth in full\nin this Agreement.  Pixar shall provide its consultants and agents who inspect,\nstudy and evaluate the Property with a copy of this Section 11 and the\nConfidentiality Agreement and obtain such consultants and\/or agents' agreement\nto be bound by the terms of this Section 11 and the Confidentiality Agreement.\n\n         12.     Brokerage Commission.  Pixar has informed Del Monte that Pixar\nretained AMB Corporate Real Estate Advisors (\"AMB\") as a real estate broker in\nconnection with the transactions contemplated by this Agreement.  Del Monte has\ninformed Pixar that Del Monte has retained the Koll Company (\"Koll\") and Gray &amp; Reynolds (\"G&amp;R\") as real estate brokers in connection with the transactions\ncontemplated by this Agreement.  Pixar shall pay to AMB any commissions or fees\ndue AMB on account of the transactions under this Agreement pursuant to\nseparate agreements entered into between Pixar and AMB; and Del Monte shall pay\nto Koll and G&amp;R any commissions or fees due Koll and\/or G&amp;R on account of the\ntransactions under this Agreement pursuant to separate agreements entered into\nbetween Del Monte and Koll and G&amp;R.   Subject to the foregoing, Pixar and Del\nMonte each warrant and represent to the other that they have dealt with no real\nestate broker, agent or finder in connection with the transactions contemplated\nby this Agreement, in a manner which would give rise to a claim by any such\nperson as a procuring\n\n\n\n\n\n                                      -39-\n   40\ncause of the transactions contemplated by this Agreement, or payment of any fee\nor commission on account thereof.  Each party shall indemnify, defend, protect\nand hold the other party harmless from and against any and all claims,\nliabilities, losses, causes of action, costs or expenses (including reasonable\nattorneys' fees), arising out of- the breach by the indemnifying party of the\nforegoing warranty and representation.\n\n         13.     Successors and Assigns.  Neither party shall have the right to\nassign this Agreement, or any of its rights, duties, or obligations hereunder,\nexcept that Pixar shall have the right, without Del Monte's written approval,\nto assign this Agreement, or any of its rights, duties or obligations\nhereunder, or to direct that title to the Property be conveyed directly without\nan assignment of this Agreement to any of the following (each of which is\nreferred to herein as a \"Permitted Pixar Transferee\"):  (i) a subsidiary or\naffiliate of Pixar formed for the purpose of acquiring the Property pursuant to\nthis Agreement, or to a third party which acquires all or substantially all of\nPixar's assets or stock, or into which Pixar is merged (a \"Pixar Entity\"); or\n(ii) an entity, whether or not a Pixar Entity, in connection with the\nimplementation of any financing for the purchase of the Property, including a\nsale\/leaseback, any transaction commonly known as a \"synthetic lease,\" \"tax\nownership\/operating lease,\" or \"off balance sheet financing,\" or any other\narrangement with a related or unrelated entity pursuant to which the assignee\ngrants to Pixar (or any Pixar Entity) the right to lease the Property following\nClose of Escrow under this Agreement.  In connection\n\n\n\n\n\n                                      -40-\n   41\nwith any assignment by Pixar permitted by this Section 13, Pixar shall not be\nrequired to delegate any of its duties under this Agreement, nor shall the\nPermitted Pixar Transferee be required to assume any of the obligations or\nliabilities of Pixar under this Agreement (including liability for Pixar's\nrepresentations, indemnity obligations and warranties under this Agreement,\nexcept the obligations of Pixar under Section 7(a)(ii) which arise after the\nClose of Escrow, which the Permitted Pixar Transferee shall either assume or\nexpressly delegate to Pixar the responsibility and obligation for performance\nof such obligations), but whether or not such duties are delegated or assumed,\nthe obligations, indemnities, representations and warranties made by Del Monte\npursuant to this Agreement (including the provisions of Section 7(a) above)\nshall inure to the benefit of and be enforceable by any Permitted Pixar\nTransferee to the extent of the assignment thereof effected by Pixar to such\nPermitted Pixar Transferee hereunder.  Del Monte shall have the right, without\nPixar's written approval, but subject to the provisions of Section 7(a)(vii),\nabove to assign this Agreement, and the rights and obligations of Del Monte\nunder this Agreement, to any parent, subsidiary or affiliate of Del Monte,\nwhich concurrently receives title to the Real Property.  In the event either\nparty effects an assignment of this Agreement in whole or in part, pursuant to\nthe foregoing provisions, then the assigning party shall provide to the other\nparty notice of such assignments, together with the name and principals of the\nassignee, a copy of the documents assigning the Agreement in whole or in part\n(including any rights\n\n\n\n\n\n                                      -41-\n   42\nassigned), and the basis on which the assignee satisfies the conditions of this\nSection 13.  Subject to the foregoing, the terms, covenants and conditions\nherein contained shall be binding upon and inure to the benefit of the parties,\nand their respective heirs, successors and assigns, except that (i) the\nobligations of a party shall only be binding on an assignee of such party to\nthe extent they are expressly assumed in writing by such assignee, (ii) no\nassignment effected by a PARTY SHALL diminish the rights of either Del Monte or\nPixar or enlarge the obligations of either Del Monte or Pixar under this\nAgreement, and (iii) the assigning party shall remain personally liable for the\nperformance of all of its obligations under this Agreement following any such\nassignment.  Any assignments made in violation of the provisions of this\nSection 13 shall null and void and in no force or effect.\n\n         14.     Notices.  All notices required to be given, or otherwise\nformally given, under this Agreement shall, to be effective, be in writing.\nThe address of each party for the purpose of all notices permitted or required\nby this Agreement is as follows:\n\n\n         To Del Monte:            One Market Plaza\n                                  P.O. Box 193575\n                                  San Francisco, California 94119\n                                  Attn:   Steven P. Ronzone,\n                                          Director of Property Management\n\n         With copies to:          Del Monte Corporation\n                                  One Market Plaza\n                                  P.O. Box 193575\n                                  San Francisco, California 94119\n                                  Attn:   Janet E. Shestakov,\n                                          Associate Counsel\n\n\n\n\n\n                                      -42-\n   43\n                 To Pixar:         1001 West Cutting\n                                   Richmond, California 94804\n                                   Attn:   Thomas G. Carlisle,\n                                           Facilities Director\n\n         With copies to:           Cassidy, Cheatham, Shimko &amp; Dawson\n                                   20 California Street, Suite 500\n                                   San Francisco, California 94111\n                                   Attn:   Stephen K. Cassidy\n\nThe notice address of either party set forth above may be changed by written\nnotice given not less than five (5) days prior to the date such change is to be\neffected.  All notices under this Agreement shall be in writing, shall be\nproperly addressed and shall be sent by personal delivery, by United States\nMail (registered, certified, or Express Mail, return receipt requested and\npostage prepaid), or by courier delivery service.  All such notices shall be\nconsidered delivered:  (i) if personally delivered, on the date of delivery;\n(ii) if sent by United States Mail in the manner prescribed above, on the date\nshown on the return receipt for acceptance or rejection; or (iii) if sent by\ncourier delivery service, on the date of delivery as shown by the written\ndelivery record of such service.\n\n         15.     Arbitration of Dispute.  All disputes ensuing under this\nAgreement shall be made by arbitration, conducted in accordance with this\nSection 15, except that a party may seek prohibitory injunctive relief without\nfirst submitting such matter or dispute to arbitration.  The parties may\nmutually agree to a different alternative dispute resolution mechanism by\njointly executing an agreement in writing describing such alternative\nmechanism.\n\n\n\n\n\n                                      -43-\n   44\n                 (a)      Selection of Arbitrators.  By written notice to the\nother party, a party shall request a meeting to be held within twenty (20) days\nafter sending such notice, to be attended by the other party for the purpose of\nresolving any such dispute.  At such meeting, the parties shall attempt in good\nfaith to resolve the dispute.  If the dispute is not resolved at such meeting,\nor if the meeting is not held, either party may, within ten (10) days after the\ndate of (or set for) such meeting, make a written request to resolve such\ndispute by arbitration.\n\n                 (b)      Selection of Arbitrators.  Within ten (10) days after\nthe date of receipt of such notice, each party shall select an arbitrator.\nSuch arbitrators shall meet within twenty (20) days after selection for the\npurpose of resolving the dispute.  If, within such 20-day period such\narbitrators are unable to resolve the dispute, then within an additional 5-day\nperiod after the expiration of such 20-day period, they shall select a third\nneutral arbitrator.  If such arbitrators are unable, within such 5-day period,\nto appoint the third arbitrator hereunder, the parties shall jointly appoint\nsuch third arbitrator within an additional 5-day period.  If the parties are\nunable to appoint such third arbitrator within such additional 5-day period,\nthen either party may request appointment of such third arbitrator by the then\nhead official of the San Francisco office of the American Arbitration\nAssociation, and neither party shall raise any objections as to the appointment\nmade by such official or as to such official's full power and jurisdiction to\nentertain the application for and make the appointment.  Within\n\n\n\n\n\n                                      -44-\n   45\ntwenty (20) days after selection of the third arbitrator hereunder, the\narbitrators shall meet for the purpose of resolving the dispute and shall\nrender a decision resolving the dispute within thirty (30) days after the\nselection of the third arbitrator hereunder.  Upon appointment of a third\narbitrator hereunder, a majority decision shall be final at any stage of the\nproceeding, absent fraud or gross error.  The arbitrators shall resolve the\ndispute solely in accordance with the applicable provisions of this Agreement\nwith respect to the matter or dispute in arbitration, and the arbitrators shall\nhave no power to modify any of the provisions of this Agreement.  If an\narbitrator appointed hereunder dies, resigns, refuses to act or becomes legally\nincapacitated, his or her replacement or successor shall be appointed in like\nmanner specified in this Section 15.  In any arbitration proceeding hereunder,\neach arbitrator shall have substantial training and professional experience in\nthe subject matter of the arbitration, but shall not have been employed by a\nparty for at least five (5) years prior to the arbitration proceeding.  The\nlosing party in the arbitration as determined by the arbitrators shall bear the\ncosts and expense of all arbitrators.\n\n                 (c)      Decision: Effect of Decision.  The arbitrators shall\nrender their decision in writing and as promptly as possible after the\ndesignation of the last arbitrator, but in no event later than\none-hundred-eighty (180) days after the date of the designation of the last\narbitrator.  A copy of the decision of the arbitrators shall be signed by at\nleast a majority of the\n\n\n\n\n\n                                      -45-\n   46\narbitrators and given to each party in the manner provided in Section 14 for\nthe giving of notice.  The decision of the arbitrators shall be final,\nconclusive and binding on the parties, absent fraud or gross error.  The\ndecision of the arbitrators may be entered as a judgment in a court of\ncompetent jurisdiction.\n\n                 (d)      Procedural Rules.  All arbitration under this Section\n15 shall be conducted in accordance with the applicable rules of the American\nArbitration Association, to the extent such provisions do not conflict with the\nprocedures herein set forth.  Except as provided in this Section 15, compliance\nwith this Section 15 is a condition precedent to the commencement by a party of\njudicial proceeding arising out of a matter or dispute which is subject to\narbitration hereunder.  All statutes of limitation that would otherwise be\napplicable shall apply to any arbitration proceeding hereunder.  Any\nattorney-client privilege and other protections against disclosure of\nconfidential information, including any protection afforded by the work product\nprivilege for attorneys that could otherwise be claimed by a party shall be\navailable to and may be claimed by such party in any arbitration proceeding\nhereunder.  California Code of Civil Procedure 1283.05, and any successor\nstatute, shall apply to any and all discovery matters in any arbitration\nproceeding hereunder.  Neither party waives any attorney-client privilege or any\nother privilege against disclosure of confidential information by reason of\nanything contained in or done pursuant to or in connection with this Section 15.\nAll arbitration \n\n\n\n\n\n                                      -46-\n   47\nproceedings hereunder may be reported by a certified shorthand court reporter\nand written transcripts of such proceedings made available to a party at its\ncost:.  Any arbitration proceeding hereunder shall be conducted in the City and\nCounty of San Francisco, California.\n\n         16.     Entire Agreement; Amendment.  This Agreement, together with\nthe Exhibits hereto, contains all the representations and the entire\nunderstanding between the parties with respect to the subject matter hereof.\nAny prior correspondence, memoranda or agreements are replaced in total by this\nAgreement and the Exhibits hereto.  This Agreement may be amended only by a\nwritten agreement so specifying, executed by both parties.\n\n         17.     Construction and Interpretation.  This Agreement has been\nfully negotiated at arms' length between the parties, after advice by counsel\nand other representatives chosen independently by each party, and the parties\nare fully informed with respect thereto.  Therefore, neither party shall be\ndeemed the scrivener of this Agreement, and the provisions of this Agreement\nand Exhibits hereto shall be construed as a whole according to their common\nmeaning and not strictly for or against either party.  The captions preceding\nthe text of each Section and subsection are included for convenience of\nreference only and shall be disregarded in the construction and interpretation\nof this Agreement.  Use in this Agreement of the words \"including\", \"such as\",\nor words of similar import, when following any general term, statement or\nmatter, shall not be construed to limit such\n\n\n\n\n\n                                      -47-\n   48\nstatement, term or matter to the specific items or matter, whether or not\nlanguage of non-limitation such as \"without limitation\" or \"but not limited\nto\", or words of similar import, are used with reference thereto,  but rather\nshall refer to all other terms or matters that could reasonably fall within the\nbroadest possible scope of such statement, term or matter. Unless otherwise\nstated, all references to \"Sections\" and \"Exhibits\" are references to the\nSections and Exhibits of this Agreement.\n\n         18.     No Merger.  Notwithstanding anything to the contrary contained\nin this Agreement, all representations, warranties, indemnities and obligations\ncontained in this Agreement, intended by their terms to survive the Close of\nEscrow hereunder, shall survive the Close of Escrow and shall not merge into\nany instrument conveying the Property, or any interest therein, to Pixar.\n\n         19.     Exhibits.  The following Exhibits, to which reference is made\nin this Agreement, are deemed incorporated into this Agreement in their\nentirety:\n\n\n                 Exhibit A -      Description of Property\n                 Exhibit B -      Conditions of Title\n                 Exhibit C -      Assignment\n                 Exhibit D -      Environmental Reports\n                 Exhibit E -      Exemplar Closure Letters\n                 Exhibit F -      Asbestos Reports and Specifications\n                 Exhibit G -      Demolition Specifications\n                 Exhibit H -      Non-Foreign Status Affidavit\n                 Exhibit I -      Confidentiality Agreement\n\n         20.     Standard of Approval and Performance.  Unless otherwise\nprovided in this Agreement, (i) each party shall act in a reasonable manner in\nexercising or undertaking its rights,\n\n\n\n\n\n                                      -48-\n   49\nduties and obligations under this Agreement, and (ii) whenever approval,\nconsent or satisfaction (collectively, an \"approval\") is required of a party\npursuant to this Agreement, such approval shall not be unreasonably withheld or\ndelayed.  Unless provision is made for a specific time period, approval (or\ndisapproval) shall be given within thirty (30) days after receipt of the\nrequest for approval.  Nothing contained in this Agreement, however, shall\nlimit the right of a party to exercise its business judgment, or act, in a\nsubjective manner, with respect to any matter as to which it has specifically\nbeen granted the right to act in its sole discretion or sole judgment, whether\n\"objectively\" reasonable under the circumstances, and any such exercise shall\nnot be deemed inconsistent with any covenant of good faith and fair dealing\notherwise implied by law to be part of this Agreement.  Where the parties have\nstated a specific standard or procedure with respect to their rights, duties\nand obligations in this Agreement, the parties intend such standard or\nprocedure to set forth their entire understanding with respect to which those\nrights, duties and obligations are to be judged and the performance of those\nrights, duties and obligations are to be measured.\n\n         21.     Governing Law.  This Agreement shall be construed and enforced\nin accordance with the laws of the State of California.\n\n\n\n\n\n                                      -49-\n   50\n                 IN WITNESS WHEREOF, Del Monte and Pixar have executed this\nAgreement as of the day and year first above written.\n\n\n                                       \"DEL MONTE\"\n\n                                        DEL MONTE CORPORATION, a New York\n                                        corporation\n\n                                        By [SIG]               9-5-96\n                                           --------------------------\n                                        Its DIR. \/ PROP. MGMT.\n                                           --------------------------\n\n                                        By [SIG]\n                                           --------------------------\n                                        Its EXEC. VICE PRESIDENT\n                                           --------------------------\n\n                                        \"PIXAR\"\n\n                                        PIXAR ANIMATION STUDIOS,\n                                        a California corporation\n\n                                        By [SIG]\n                                           --------------------------\n                                        Its CEO\n                                           --------------------------\n\n\n\n\n\n                                      -50-\n                                      \n   51\n                                   EXHIBIT A\n\n                           (Description of Property)\n\n\nREAL PROPERTY in the City of Emeryville, County of Alameda, State of California,\ndescribed as follows:\n\nPARCEL ONE:\n\nCommencing at a point on the eastern line of Hollis Street, distant thereon Two\nHundred and Fifty feet northerly from the northern line of Park Avenue; thence\nnortherly along said eastern line of Hollis Street, Seventy-five feet; thence at\na right angle easterly One Hundred Twenty-five feet; thence at a right angle\nsoutherly Seventy-five feet; thence at a right westerly One Hundred Twenty-five\nfeet to the point of commencement.\n\nBeing a portion of Block Numbered 16, as said block is laid down on that\ncertain map entitled \"Map of Part of Plot 6, Kellersberger's Survey of Vicente\n&amp; Domingo Peralta Rancho Property of J.S. Emery, June 1876, T.J. Arnold C.E.\nOakland\" - filed March 1, 1889 in the Office of the County Recorder of Alameda\nCounty in Liber 19 of Maps, Page 68.\n\nA.P. No. 049-1031-004\n\nPARCEL TWO:\n\nBeginning at a point on the western line of Haven Street, distant thereon One\nHundred Twenty-five feet northerly from the point of intersection of said\nwestern line of Haven Street with the northern line of Park Avenue, as said\nHaven Street and said Park Avenue are laid down, delineated and so designated\nupon that certain map entitled, \"Map of Part of Plot 6\" etc., hereinafter\nreferred to; and running thence northerly along said westerly line of Haven\nStreet Two Hundred feet; thence westerly and parallel with said northerly line\nof said Park Avenue One Hundred Twenty-five feet; thence southerly and parallel\nwith said westerly line of said Haven Street, Two Hundred feet; and thence\neasterly and parallel with said northerly line of said Park Avenue One Hundred\nTwenty-Five feet to the point of beginning.\n\nBeing a portion of Block Numbered 16, as said block is laid down, delineated and\nso designated upon that certain map entitled, \"Map of Part of Plot 6,\nKellersberger's Survey of Vicente &amp; Domingo Peralta Rancho, property of J.S.\nEmery\" etc. filed March 1, 1889 in the Office of the County Recorder of said\nCounty of Alameda.\n   52\nPARCEL THREE:\n\nBeginning at a point on the easterly line of Hollis Street, distant thereon One\nHundred Twenty-Five feet northerly from the point of intersection of said\neastern line of said Hollis Street with the northern line of Park Avenue, as\nsaid Hollis Street and said Park Avenue are laid down, delineated and so\ndesignated upon that certain Map entitled, \"Map of Plot 6\" etc. hereinafter\nreferred to: and running thence northerly along said easterly line of said\nHollis Street Forty feet; thence easterly and parallel with said northern line\nof said Park Avenue One Hundred Twenty-five feet, thence southerly and parallel\nwith said eastern line of said Hollis Street Forty feet; and thence westerly\nand parallel with said northerly line of said Park Avenue. One Hundred\nTwenty-five feet to the point of beginning.\n\nBeing a portion of Block Numbered 16, as said block is laid down, delineated\nand so designated upon that certain Map entitled, \"Map of Part of Plot 6,\nKellersberger's Survey of Vicente &amp; Domingo Peralta Rancho, property of J.S.\nEmery\", etc. filed March 1, 1889, in the Office of the County Recorder of the\nsaid County of Alameda.\n\nPARCEL FOUR:\n\nBeginning at a point on the eastern line of Hollis Street, distant thereon Two\nHundred Fifteen feet northerly from the point of intersection of said easterly\nline of said Hollis Street with the northerly line of Park Avenue, as said\nHollis Street and said Park Avenue are laid down, delineated and so designated\nupon that certain Map entitled, \"Map of Part of Plot 6\", etc. hereinafter\nreferred to; and running thence northerly along said eastern line of Hollis\nStreet Thirty-five feet; thence easterly and parallel with said northerly line\nof said Park Avenue One Hundred Twenty-five feet, thence southerly and parallel\nwith said easterly line of said Hollis Street Thirty-five feet, and thence\nwesterly and parallel with said northern line of said Park Avenue One Hundred\nTwenty-five feet to the point of beginning.\n\nBeing a portion of Block Numbered 16 as said block is laid down, delineated and\nso designated upon that certain Map entitled, \"Map of Part of Plot 6,\nKellersberger's Survey of Vicente &amp; Domingo Peralta Rancho, property of J.S.\nEmery\" etc., filed March 1, 1889, in the Office of the County Recorder of the\nsaid County of Alameda.\n\nPARCEL FIVE:\n\nBeginning at a point in the easterly line of Hollis Street, distant thereon One\nHundred and Sixty-five feet northerly from the point of intersection of said\neasterly line of Hollis Street with the northerly line of Park Avenue as said\nHollis Street and said Park Avenue are delineated and designated upon that\ncertain Map entitled, \"Map of Part of Plot 6\" etc., hereinafter referred to;\nrunning thence northerly along the easterly line of said Hollis Street Fifty\nfeet; thence easterly and parallel with said northerly line of said Park Avenue\nOne Hundred and Twenty-five feet; thence southerly and parallel with said\neasterly line of said Hollis Street fifty feet; and thence westerly and\nparallel with said northerly line of said Park Avenue One Hundred and\nTwenty-five feet to the point of beginning.\n   53\nBeing a portion of Block Numbered 16, as said Block is delineated and so\ndesignated upon that certain Map entitled, \"Map of Part of Plot 6,\nKellersberger's Survey of Vicente &amp; Domingo Peralta Rancho, property of J.S.\nEmery\" etc. filed March 1st, 1889 in the Office of the County Recorder of\nAlameda County.\n\n\nPARCEL SIX:\n\nBeginning at the point of intersection of the northern line of Park Avenue,\nwith the eastern line of Hollis Street, as said avenue and street are shown on\nthe Map hereinafter referred to; and running thence northerly along said line\nof Hollis Street, One Hundred Twenty-five feet; thence at right angles easterly\nOne Hundred feet, thence at right angles southerly one Hundred Twenty-five feet\nto said line of Park Avenue; and thence westerly along said line of Park Avenue\nOne Hundred feet to the point of beginning.\n\nBeing a portion of block numbered 16, as said block is delineated and so\ndesignated upon that certain map entitled, \"Map of Part of Plot 6,\nKellersberger's Survey of Vicente &amp; Domingo Peralta Rancho\" - filed March 1,\n1889 in Book 19 of Maps, at Page 68, in the Office of the County Recorder of\nAlameda County.\n\nPARCEL SEVEN:\n\nAll those certain lots, pieces or parcels of land, situate, lying and being in\nthe Town of Emeryville, County of Alameda, State of California, and bounded and\nparticularly described as follows to-wit:\n\nParcel A: Beginning at a point on the northern line of Park Avenue, distant\nthereon One Hundred Sixty-seven and 50\/100 feet easterly from the point of\nintersection thereof, with the eastern line of Hollis Street; and running\nthence easterly along said line of Park Avenue Fifty-seven and 50\/100 feet;\nthence at right angles northerly One Hundred and Twenty-five feet; thence at\nright angles westerly Fifty-seven and 5\/100 feet; and thence at right angles\nsoutherly One Hundred Twenty-five feet, to the point of beginning.\n\nBeing a portion of Block numbered 16, as said block is delineated and so\ndesignated upon that certain Map entitled, \"Map of Part of Plot 6,\nKellersberger's Survey of Vicente &amp; Domingo Peralta Rancho property of J.S.\nEmery, etc.\", filed March 1, 1889 in Book 19 of Maps, at Page 65, in the Office\nof the County Recorder of Alameda County.\n\nParcel B: Beginning at a point on the northern line of Park Avenue, distant\nthereon easterly one hundred feet from the intersection thereof with the\neastern line of Hollis Street; running thence easterly along said line of Park\nAvenue Sixty-seven feet, six inches; thence at right angles northerly One\nHundred Twenty-five feet; thence at right angles westerly Sixty-seven feet, six\ninches; and thence at right angles southerly One Hundred Twenty-five feet to\nthe point of beginning. Being a portion of Block numbered 16, as the said block\nis delineated and so designated upon that certain Map entitled, \"Map of part of\nPlot 6, Kellersberger's Survey of Vicente &amp; Domingo Peralta Rancho, property\nof J.S. Emery, June 1876, T.J. Arnold C.E. Oakland filed March 1, 1889 in the\nOffice of the County Recorder of Alameda County.\n   54\nPARCEL EIGHT:\n\nBeginning at the intersection of the northern line of Park Avenue with the\nwestern line of Haven Street, as said avenue and street are shown on the Map\nhereinafter referred to; running thence westerly along said line of Park Avenue\n25 feet, thence northerly parallel with said line of Haven Street 125 feet,\nthence easterly parallel with said line of Park Avenue 25 feet, to said western\nline of Haven Street, thence southerly along said last named line, 125 feet to\nthe point of beginning.\n\nBeing a portion of Block 16, as said block is shown on the \"Map of Part of Plot\n6, Kellersberger's Survey of Vicente and Domingo Peralta Rancho, property of\nJ.S. Emery\", filed March 1, 1889, in Book 19 of Maps, at Page 68, in the\nOffice of the County Recorder of Alameda County.\n\nPARCEL NINE:\n\nThat portion of Haven Street lying northwesterly on the northwestern line of\nPark Avenue, as said street and avenue are shown on the \"Map of Part of Plot 6,\nKellersberger's Survey of Vicente &amp; Domingo Peralta Rancho, property of J.S.\nEmery\", filed March 1, 1889 in Book 19 of Maps, at Page 68, in the Office of\nthe County Recorder of Alameda County.\n\nA.P. No. 049-1031-003-01 Affects Parcels 2 thru 9\n\nPARCEL TEN:\n\nBeginning at a concrete monument set at the southeast corner of angle point of\nthe property of the Mee Estate at Emeryville, Alameda County, California;\nrunning thence along the easterly boundary line of said property of the Mee\nEstate north 28 degrees 17' west One Hundred Ninety-eight and 178\/1000 feet to\nthe south line of 45th Street; thence parallel with the south line of the said\nproperty of the Mee Estate south 72 degrees 28' west Four Hundred Thirty-one and\n178\/1000 feet to the easterly boundary line of the property of the Southern\nPacific Company; thence at a right angle and along said easterly boundary line\nof said Southern Pacific Company land and to a point on the southern boundary\nline of the property of the Mee Estate south 17 degrees 32' east One Hundred\nNinety-four and 70\/100 feet, said point being north 72 degrees 28' east\nTwenty-one and 5\/10 feet from the point of intersection of the center line of\nHaven Street and the south line of the Mee Estate property; thence along said\nsouthern boundary line of the property of the Mee Estate north 72 degrees 28'\nEast Four Hundred Sixty-eight and 50\/100 feet to the point of beginning.\n\nPARCEL ELEVEN:\n\nBeginning at the intersection of the western line of Harlan Street with the\nnorthern line of Park Avenue; running thence westerly along said northern line\nof Park Avenue Two Hundred Seventy feet to the eastern line of Haven Street;\nthence northerly along said eastern line of Haven Street Four Hundred\nTwenty-eight feet; five inches, more or less, to the northern line of Plot\nNumbered 6, as said plot is shown on the Map hereinafter referred to; thence\neasterly along the last named line Two Hundred Seventy feet, more or less, to\nthe western line of Harlan Street; thence southerly along the western line of\nHarlan Street Four Hundred Forty-two feet, more or less to the point of\nbeginning.\n   55\nBeginning Block Numbered 23, as said block is delineated and so designated upon\nthat certain Map entitled, \"Map of Part of Plot 6, Kellersberger's Survey of\nVicente &amp; Domingo Peralta Rancho property of J.S. Emery, June 1876, T.J.\nArnold, C.E. Oakland\", filed March 1, 1889 in the Office of the County\nRecorder of said County of Alameda.\n\nPARCEL TWELVE:\n\nBeginning at a point on the eastern line of Harlan Street, distant thereon\nnortherly Two Hundred Seventy-five feet from the intersection thereof with the\nnorthern line of Park Avenue; running thence easterly at right angles to said\neastern line of Harlan Street One Hundred Thirty feet; thence at right angles\nnortherly One Hundred Eighty feet, more or less, to the northern line of Plot\nNumbered 6, as said Plot is shown on the Map hereinafter referred to; thence\nwesterly along said last named line One Hundred Thirty feet, more or less, to\nsaid eastern line of Harlan Street; thence southerly along said eastern line\nof Harlan Street One Hundred Seventy feet more or less, to the point of\nbeginning. \n\nBeing a portion of Block Numbered 10, as said block is delineated and so\ndesignated upon that certain Map entitled, \"Map of Plot 6, Kellersberger's\nSurvey of Vicente &amp; Domingo Peralta Rancho, property of J.S. Emery, June 1876,\nT.J. Arnold, C.E. Oakland\", filed March 1, 1889 in the Office of the County\nRecorder of Alameda County.\n\nPARCEL THIRTEEN:\n\nBeginning at a point on the eastern line of Harlan Street, distant thereon\nnortherly Two Hundred Fifty feet from the intersection thereon with the\nnorthern line of Park Avenue, as said street and avenue are shown on the map\nhereinafter referred to; running thence northerly along said line of Harlan\nStreet, Twenty-five feet; thence at right angles easterly One Hundred Thirty\nfeet; thence at right angles southerly Twenty-five feet; thence at right angles\nwesterly One Hundred Thirty feet to the point of beginning.\n\nBeing a portion of Block Numbered 10, as said block is delineated and so\ndesignated on that certain Map entitled, \"Map of Plot 6, Kellersberger's Survey\nof Vicente &amp; Domingo Peralta Rancho, Property of J.S. Emery\", filed March 1,\n1889 in Liber 19 of Maps, at Page 68 in the Office of the County Recorder of\nsaid County of Alameda County.\n\nPARCEL FOURTEEN:\n\nBeginning at a point on the eastern line of Harlan Street, distant thereon\nnortherly One Hundred Twenty-five feet from the intersection thereof with the\nnorthern line of Park Avenue, as said street and avenue are shown on the Map\nhereinafter referred to; running thence northerly along said line of Harlan\nStreet One Hundred Twenty-five feet; thence at right angles easterly One\nHundred Thirty feet thence at right angles southerly One Hundred Twenty-five\nfeet; thence at right angles westerly One Hundred Thirty feet to the point of\nbeginning.  \n   56\nBeing a portion of Block Numbered 10, as said block is delineated and so\ndesignated upon that certain Map entitled, \"Map of Part of Plot 6,\nKellersberger's Survey of Vincent &amp; Domingo Peralta Rancho Property of J.S.\nEmery\" filed March 1, 1889 in Liber 19 of Maps, at Page 68 in the Office of the\nCounty Recorder of the said County of Alameda.\n\nPARCEL FIFTEEN:\n\nThat portion of Harlan Street which lies northwesterly of the northwestern line\nof Park Avenue, extended across said street, as said street and avenue are shown\non the \"Map of Part of Plot 6, Kellersberger's Survey of Vincent &amp; Domingo\nPeralta Rancho, property of J.S. Emery\" filed March 1, 1889 in Book 19 of Maps,\nat Page 68, in the Office of the County Recorder of Alameda County.\n\nPARCEL SIXTEEN:\n\nPortion of Block 10, as said block is shown on the \"Map of Part of Plot 6,\nKellersberger's Survey of Vicente &amp; Domingo Peralta Rancho, property of J.S.\nEmery\" - filed March 1, 1889 in Book 19 of Maps at Page 68, in the Office of\nthe County Recorder of Alameda County, described as follows:\n\nBeginning at the intersection of the northern line of Park Avenue with the\neastern line of Harlan Street, as said avenue and street are shown on said map;\nrunning thence along said line of Harlan Street northerly 125 feet; thence at\nright angles easterly 60 feet; thence at right angles southerly 125 feet to said\nline of Park Avenue; thence along the last named westerly to feet to the point\nof beginning.\n\nA.P. No. 049-1029-001-04 Affects Parcels Ten thru Sixteen and a portion of\nParcel 17.\n\nPARCEL SEVENTEEN:\n\nLot 3 and a portion of Lot 2 in Block 4, as said lots and block are shown on the\n\"Map of Portion of the Coggseshell Tract, lying west of San Pablo Avenue\", filed\nMay 14, 1883 in Book 4 of Maps, at Page 13, a portion of Plot 38, as said plot\nis shown on the \"Map of Ranchos of Vicente &amp; Domingo Peralta\", filed January 21,\n1857, in Book 17 of Maps, at Page 12 and a portion of Block 10, as said block is\nshown on the \"Map of Part of Plot 6, Kellersberger's Survey of Vincent &amp; Domingo\nPeralta Rancho, property of J.S. Emery\" filed March 1, 1869 in Book 19 of Maps,\nat Page 68, in the Office of the County Recorder of Alameda County, described as\nfollows:\n   57\nBeginning at a point on the western line of Watts Street, distant thereon\nsoutherly 65 feet from the southern line of 45th Street, as said streets are\nshown on the first mentioned map; and running thence along said line of Watts\nStreet southerly 579.12 feet to the northern line of Park Avenue, as said\navenue is shown on said \"Map of Part of Plot 6\"; thence along the last named\nline westerly 200 feet to a point distant thereon easterly 60 feet from the\neastern line of Harlan Street, as said street is shown on said \"Map of Part of\nPlot 6\"; thence at right angles northerly 125 feet; thence at right angles\neasterly 65 feet; thence at right angles northerly 150 feet; thence at right\nangles easterly 5 feet; thence at right angles northerly 176.60 feet to the\nnorthern line of said Block 10; thence along the last named line easterly 5\nfeet to a line drawn parallel with and distant at right angles 125 feet westerly\nfrom said western line of Watts Street; thence along the line so drawn\nnortherly 127.27 feet to a line drawn westerly from the point of beginning\nparallel with said line of 45th Street; thence along the last drawn line\neasterly 125 feet to the point of beginning.\n\nPARCEL EIGHTEEN:\n\nLot 1 and portion of Lot 2, in Block 4, as said lots and block are shown on the\n\"Map of a portion of the Coggeshall Tract lying west of San Pablo Avenue,\nOakland Township\", filed May 14, 1883, in Book 4 of Maps, at Page 13, in the\nOffice of the County Recorder of Alameda County, described as follows:\n\nBeginning at the intersection of the southern line of 45th Street with the\nwestern line of Watts Street; said streets are shown on said map; and running\nthence along said line of Watts Street southerly 65 feet; thence parallel with\nsaid line of 45th Street westerly 125 feet; thence parallel with said line of\nWatts Street northerly 65 feet to said line of 45th Street; and thence along\nthe last named line easterly 125 feet to the point of beginning.\n\nPARCEL NINETEEN:\n\nBeginning at a point on the southern line of 45th Street, distant thereon south\n75 degrees 20' 10\" west one hundred and twenty-five feet from the point of\nintersection thereof with the western line of Watts Street, as said streets are\ndelineated and so designated upon that certain map entitled, \"Map of a portion\nof the Coggeshall Tract lying west of San Pablo Avenue Oakland Township\", filed\nMay 14, 1883 in Book 4 of Maps at Page 13, in the Office of the County Recorder\nof Alameda County; running thence south 75 degrees 20' 10\" west along the\nsouthern line of 45th Street Fifty-One and 73\/100 feet to the western boundary\nline of Plot Numbered 38, as said plot is shown on the Map hereinafter referred\nto; thence south 28 degrees 12' east along the last named line One Hundred\nNinety-eight and 03\/100 feet to the southern boundary line of said Plot Numbered\n38; thence north 72 degrees 28' east along the last named line Five and 39\/100\nfeet to a line drawn south 14 degrees 39' 50\" east from the point of beginning\nthence north 14 degrees 39' 50\" west one hundred ninety-two and 27\/100 feet to\nthe point of beginning.\n\nBeing a portion of Plot Numbered 38, as said plot is delineated and so\ndesignated upon that certain Map entitled, \"Map of the Ranchos of Vicente &amp; Domingo Peralta\", filed January 21, 1857, in Book 17 of Maps at Page 12 in the\nOffice of the County Recorder of Alameda County.\n\n\n\nA.P. No. 49-1029-1-3\n\n   58\nPARCEL TWENTY:\n\nBeginning at the point of intersection of the easterly line of Watts Street,\nwith the northerly line of Park Avenue, as said Watts Street and said Park\nAvenue are laid down, delineated and so designated upon that certain Map\nentitled, \"Map of Part of Plot 6, Kellersberger's Survey of Vicente &amp; Domingo\nPeralta Rancho Property of J.S. Emery, etc,\" filed March 1, 1889 in the Office\nof the County Recorder of Alameda County; and running thence along said easterly\nline of Watts Street north 14 degrees 30' west 465.10 feet to the point of\nintersection of said easterly line of Watts Street, with the dividing line\nbetween Plots 6 and 38, as said Plots 6 and 38 are laid down and delineated upon\nthat certain Map entitled \"Map of the Ranchos of Vicente &amp; Domingo Peralta,\"\netc., hereinafter mentioned; thence north 75 degrees 30' east 200 feet to a\npoint distant at right angles westerly 390 feet from the westerly line of San\nPablo Avenue as said San Pablo Avenue is laid down, delineated and so designated\nupon that certain Map entitled, \"Map of Part of Plot 6\" etc. hereinafter\nmentioned; thence south 14 degrees 30' east and parallel with said westerly line\nof San Pablo Avenue 465.19 feet to said northerly line of said Park Avenue; and\nthence along said northerly line of said Park Avenue south 75 degrees 31-1\/2'\nwest 200 feet to the point of beginning.\n\nBeing a portions of Plot 6, as said plot is shown on \"Map of the Ranchos of\nVicente &amp; Domingo Peralta, containing 16970.68 acres, surveyed by Julius\nKellersberger\", etc., filed January 21, 1857 in the Office of the County\nRecorder of Alameda County, State of California.\n\nA.P. No. 049-1027-022-01\n\nPARCEL TWENTY-ONE:\n\nPortion of Lots 23 and 24 in Block 5, as said lots and block are shown on the\n\"Map of a Portion of the Coggeshell Tract lying west of San Pablo Avenue,\nOakland Township\", filed May 14, 1883 in Book 4 of Maps, Page 13, in the Office\nof the County Recorder of Alameda county, described as follows:\n\nBeginning at the intersection of the southern line of 45th Street, with the\neastern line of Watts Street, as said streets are shown on said map; running\nthence along said line of 45th Street easterly 50 feet; thence parallel with\nsaid line of Watts Street southerly 54 feet; thence parallel with said line of\n45th Street westerly 50 feet to the eastern line of Watts Street; thence along\nthe last named line northerly 54 feet to the point of beginning.\n   59\nPARCEL TWENTY-TWO:\n\nPortion of Lot 23 in Block S, as said lot and block are shown on the \"Map of a\nportion of Coggeshall Tract lying west of San Pablo Avenue, Oakland Township\",\nfiled May 14, 1883, in Book 4 of Maps, Page 13, in the Office of the County\nRecorder of Alameda County, described as follows:\n\nBeginning at a point on the eastern line of Watts Street distant thereon\nsoutherly 54 feet from the southern line of 45th Street, as said streets are\nshown on said Map; and running thence along said line of Watts Street southerly,\n31 feet; thence parallel with said line of 45th Street easterly 50 feet, thence\nparallel with said line of Watts Street northerly 31 feet; thence parallel with\nsaid line of 45th Street westerly 50 feet to the point of beginning.\n\nPARCEL TWENTY-THREE:\n\nA portion of Lot 22 in Block S, as said lot and block are shown on the \"Map of\na portion of the Coggeshall Tract, lying west of San Pablo Avenue, Oakland\nTownship, filed May 1, 1883 in Book 4 of Maps, at Page 13, in the Office of\nthe County Recorder of Alameda County, and also\n\nA portion of Plots 6 and 38, as said Plots are shown on the \"Map of the Ranchos\nof Vicente &amp; Domingo Peralta\", filed January 21, 1857 in Book 17 of Maps, at\nPage 12, in the Office of the County Recorder of Alameda County, described as\nfollows:\n\nBeginning at a point on the eastern line of Watts Street, distant thereon south\n14 degree 30' east 85.00 feet from the southern line of 45th Street, as said\nstreets are shown on the said \"Map of a portion of the Coggeshall Tract\";\nrunning thence along the said line of Watts Street and along the eastern line\nof Watts Street, as said street is shown on the \"Map of Part of Plot 6,\nKellersbergers Survey of Vicente &amp; Domingo Peralta Rancho Property of J.S.\nEmery\", filed March 1, 1889 in Book 19 of Maps, at Page 68, in the Office of\nthe County Recorder of Alameda County, south 14 degree 30' east 94.00 feet to a\npoint on the line dividing said Plots 6 and 38; thence north 75 degree 30' east\n150.00 feet; thence north 14 degree 30' west 54.00 feet; thence south 75 degree\n30' west 50.00 feet to a point on the eastern boundary line of that certain\nparcel of land described in Deed from Mario Chembero and Jean Chembero, husband\nand wife, to Louis A. Lavenbarg and wife, dated March 30, 1953 and recorded\nApril 9, 1953 under Recorder's Series No. AH\/31359 in Book 6997 of Official\nRecords of Alameda County, Page 244, and\/or of the direct production southerly\nof the said eastern boundary line; thence along the said last mentioned line\nnorth 14 degree 30' west 40.00 feet, more or less, to a point on the northern\nboundary line of the said Lavenbarg parcel of land; thence westerly along the\nsaid last mentioned line and parallel with the said southern line of 45th\nStreet, 100.00 feet to the point of beginning.\n\nA.P. No. 049-1027-028\n\n\n                                      *****\n\n                                   EXHIBIT A\n   60\n                FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE\n\n\n\n          THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (the\n\"Amendment\") is made and entered into as of this 1st day of November, 1996, by\nand between DEL MONTE CORPORATION, a New York corporation (\"Del Monte\"), and\nPIXAR ANIMATION STUDIOS, a California corporation (\"Pixar\").\n\nRECITALS:\n\n          This Amendment is entered into on the basis of the following facts,\nunderstandings and intentions of the parties:\n\n          A. Del Monte and Pixar have previously entered into that certain\nAgreement of Purchase and Sale, dated September 6, 1996 (the \"Agreement\"),\npursuant to the terms and conditions of which Del Monte has agreed to sell to\nPixar, and Pixar has agreed to purchase from Del Monte, the Property therein\nidentified.\n\n          B. Due to the occurrence of certain circumstances, the parties desire\nto extend the Review Period for completion by Pixar of its due diligence\ninvestigation of the Property and related time periods with respect to review\nand investigation of the state of title of the Real Property.\n\n          C. In order to effectuate the foregoing, the parties desire to enter\ninto this Amendment.\n\n          NOW, THEREFORE, IN CONSIDERATION of the foregoing Recitals, and the\nmutual covenants and promises of the parties contained in this Amendment, the\nparties agree to amend the Agreement as follows:\n\n\n                                      -1-\n   61\n          1. Defined Terms. Unless otherwise specified in this Amendment, all\nterms defined in the Agreement shall have the same meaning when used in this\nAmendment.\n\n          2. Extension of Additional Deposit Date. The phrase reading \"ninety\n(90)\" in clause (ii) of Section 3(a) is amended to read \"one-hundred-nineteen\n(119)\".\n\n          3. Extension of Review Period. The first sentence of Section 4(b) of\nthe Agreement is amended in full to read as follows:\n\n          Pixar shall conduct and complete its review of the Property under\n          Section 4(a) above with due diligence and within one-hundred-nineteen\n          (119) days after the date of this Agreement (the \"Review Period\").\n\nBased on the foregoing amendment to Section 4(b), the last day of the Review\nPeriod is January 3, 1997, and Pixar shall give any notice of termination under\nSection 4(c) not later than the close of business on January 3, 1997.\n\n          4. Extension of Time for Procurement of Survey. The introductory\nphrase of Section 5(b) of the Agreement reading, \"At any time within forty-five\n(45) days after the date of this Agreement,...\" is hereby amended in its\nentirety to read as follows: \"At any time on or before November 1, 1996,...\"\n\n          5. Interpretation of Amendment. This Amendment and the Agreement shall\nbe construed as a whole in order to effectuate the intent of the parties to\namend the Agreement in the manner specified in this Amendment. All provisions of\nthe Agreement affected by this Amendment shall be deemed amended regardless of\nwhether so specified in this Amendment. Subject to the foregoing, if any\nprovision of the Agreement conflicts with \n\n\n                                      -2-\n   62\nany provision of this Amendment, the provision of this Amendment shall control.\n\n          6. No Further Amendment. Except as amended by this Amendment, the\nAgreement shall continue in full force and effect in accordance with its terms.\n\n          IN WITNESS WHEREOF, the parties have executed this Amendment as of the\nday and year first above written.\n\n\n                                               \"DEL MONTE\"\n\n                                               DEL MONTE CORPORATION, a New York\n                                               corporation\n\n\n                                               By ______________________________\n\n                                               Its _____________________________\n\n\n                                               By ______________________________\n\n                                               Its _____________________________\n\n\n                                               \"PIXAR\"\n\n                                               PIXAR ANIMATION STUDIOS, a\n                                               California corporation\n\n\n                                               By ______________________________\n\n                                               Its _____________________________\n\n\n                                      -3-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7285,8532],"corporate_contracts_industries":[9422,9466],"corporate_contracts_types":[9583,9579],"class_list":["post-41775","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-del-monte-foods-co","corporate_contracts_companies-pixar","corporate_contracts_industries-food__canned","corporate_contracts_industries-media__movies","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41775","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41775"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41775"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41775"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41775"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}