TO PURCHASER.
(VIII)
IF APPLICABLE, SIX (6) DULY EXECUTED COUNTERPARTS OF THE SNDA.
(IX)
A REASONABLE AND CUSTOMARY SELLER'S AFFIDAVIT TO THE PURCHASER'S
TITLE INSURANCE COMPANY (WHICH AFFIDAVIT WILL INCLUDE A CERTIFICATION BY SELLER
THAT IT HAS NO KNOWLEDGE OF THE EXISTENCE OF ANY UNRECORDED ITEMS (AS
HEREINAFTER DEFINED), UNLESS AND TO THE EXTENT THAT SUCH ITEMS OTHERWISE
CONSTITUTE PERMITTED ENCUMBRANCES UNDER ITEM 12 OF SAID SCHEDULE 2).
PURCHASER
AGREES THAT IF SELLER DELIVERS A TITLE AFFIDAVIT IN ACCORDANCE WITH THIS CLAUSE
"(IX)" AND, NOTWITHSTANDING, THE PURCHASER'S TITLE INSURANCE COMPANY ELECTS TO
EXCEPT FROM ITS TITLE INSURANCE COVERAGE ANY UNRECORDED ITEMS, THE SAME SHALL
NOT CONSTITUTE A BREACH BY SELLER HEREUNDER OR PERMIT PURCHASER TO ASSERT THAT
SUCH EXCEPTIONS TO TITLE COVERAGE COMPRISE TITLE OBJECTIONS.
AS REFERENCED
HEREIN, THE TERM "UNRECORDED ITEMS" SHALL MEAN: (1) UNRECORDED EASEMENTS OR
LESSER RIGHTS FOR SEWER LINES, SEWER CLEAN OUTS, SEWER MANHOLE AND INCIDENTAL
PURPOSES, (2) UNRECORDED EASEMENTS OR LESSER RIGHTS FOR GAS LINES, GAS METERS
AND INCIDENTAL PURPOSES, (3) UNRECORDED EASEMENTS OR LESSER RIGHTS FOR DRAINAGE,
STORM DRAINS, SLOTTED DRAIN, BACK FLOW ASSEMBLY AND INCIDENTAL PURPOSES, AND
(4) UNRECORDED EASEMENTS OR LESSER RIGHTS FOR WATER LINES, WATER VALVES AND
INCIDENTAL PURPOSES.
20
(X)
SUCH OTHER DOCUMENTS, INSTRUMENTS AND DELIVERIES AS ARE OTHERWISE
REQUIRED BY THIS AGREEMENT OR REQUIRED TO RECORD THE DEED OR REASONABLY REQUIRED
BY PURCHASER IN ORDER TO CONSUMMATE THE TRANSACTION CONTEMPLATED HEREBY.
(XI)
ANY AND ALL INFORMATION THAT MAY BE NECESSARY OR APPROPRIATE TO
ENABLE THE "REAL ESTATE BROKER" OR "REAL ESTATE REPORTING PERSON," WITHIN THE
MEANING OF SECTION 6045(E) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS
PROMULGATED THEREUNDER, TO COMPLY WITH THE REPORTING REQUIREMENT OF
SECTION 6045(E) OF THE INTERNAL REVENUE CODE.
(B)
PURCHASER'S DOCUMENTS:
PURCHASER, PURSUANT TO THE PROVISIONS OF
THIS AGREEMENT, SHALL DELIVER OR CAUSE TO BE DELIVERED TO THE CLOSING AGENT
PURSUANT TO THE CLOSING AGREEMENT ON OR BEFORE THE ESCROW CLOSING, FOR RELEASE
TO SELLER ON THE CLOSING DATE, THE FOLLOWING INSTRUMENTS, DOCUMENTS AND ITEMS:
(I)
FIVE (5) DULY EXECUTED COUNTERPARTS OF THE CLOSING AGREEMENT.
(II)
FOUR (4) DULY EXECUTED COUNTERPARTS OF THE ASSIGNMENT OF LEASE.
(III)
FOUR (4) DULY EXECUTED COUNTERPARTS OF THE ASSIGNMENT SUBLEASES.
(IV)
FOUR (4) DULY EXECUTED COUNTERPARTS OF THE LEASEBACK LEASE.
(V)
FOUR (4) DULY EXECUTED COUNTERPARTS OF THE MEMORANDUM OF LEASE.
(VI)
THE CONSENT OF THE MEMBERS OF PURCHASER AUTHORIZING THE EXECUTION
AND DELIVERY OF THIS AGREEMENT, AND THE CONSUMMATION OF THE LEASE ASSIGNMENT,
THE PROPERTY PURCHASE AND THE LEASEBACK LEASE BY PURCHASER IN FORM REASONABLY
SATISFACTORY TO SELLER AND THE SELLER'S LEASEHOLD TITLE INSURER.
(VII)
A CERTIFICATION FROM PURCHASER TO THE EFFECT THAT NO ASSIGNMENT OF
THIS AGREEMENT BY DIRECT OR INDIRECT TRANSFERS OF OWNERSHIP OR BENEFICIAL
INTEREST IN PURCHASER HAS OCCURRED SINCE THE DATE OF THIS AGREEMENT IN
CONTRAVENTION OF THE TERMS OF ARTICLE 31 HEREOF.
(VIII)
IF APPLICABLE, SIX (6) DULY EXECUTED COUNTERPARTS OF THE SNDA
(EXECUTED BY BOTH PURCHASER AND THE FEE MORTGAGEE SPECIFIED THEREIN).
(IX)
SUCH DOCUMENTS, INSTRUMENTS AND OTHER MATERIALS REASONABLY