ALL OTHER TENANTS PURSUANT TO LEASES AND OTHER OCCUPANCY AGREEMENTS
RELATING TO THE BUILDINGS ENTERED INTO BY SELLERS AFTER THE EFFECTIVE DATE IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT (THE "TENANTS"), INCLUDING ALL
ACCRUED INTEREST THEREON WHICH TENANTS ARE ENTITLED TO RECEIVE;
(C)
SELLERS' INTERESTS, IF ANY, IN ALL LICENSES, PERMITS, CERTIFICATES,
APPROVALS, AUTHORIZATIONS, VARIANCES AND CONSENTS (COLLECTIVELY, THE "PERMITS")
ISSUED OR GRANTED BY GOVERNMENTAL AND QUASI-GOVERNMENTAL BODIES, OFFICERS AND
AUTHORITIES EXCLUSIVELY IN RESPECT OF THE OWNERSHIP, OCCUPANCY, USE AND
OPERATION OF THE LAND OR THE BUILDINGS TO THE EXTENT ASSIGNABLE;
(D)
SELLERS' INTEREST IN ALL MAINTENANCE, PARKING MANAGEMENT, SUPPLY, AND
OTHER SERVICE CONTRACTS (COLLECTIVELY, THE "SERVICE CONTRACTS"), BUT
SPECIFICALLY EXCLUDING PROPERTY MANAGEMENT AGREEMENTS, WHICH PROPERTY MANAGEMENT
AGREEMENTS SHALL BE TERMINATED, AT OR PRIOR TO CLOSING, BY THE SELLER WHOSE
PROPERTY IS AFFECTED BY SUCH PROPERTY MANAGEMENT AGREEMENTS AT SUCH SELLER'S
SOLE COST AND EXPENSE.
ALL SERVICE CONTRACTS THAT, TO SELLER'S KNOWLEDGE, ARE
NOT TERMINABLE AT CLOSING, ARE INDICATED ON EXHIBIT C.
EXCEPT AS PROVIDED BELOW
AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, BUYER SHALL PURCHASE
THE PROPERTIES SUBJECT TO THE SERVICE CONTRACTS AND SHALL ASSUME THE OBLIGATIONS
OF SELLER THEREUNDER PURSUANT TO THE TERMS OF AN ASSIGNMENT AND ASSUMPTION
AGREEMENT, THE FORM OF WHICH IS SET FORTH AS EXHIBIT D.
SERVICE CONTRACTS THAT
AFFECT ONE OR MORE PROPERTIES IN ADDITION TO THE PROPERTIES TO BE PURCHASED BY
BUYER PURSUANT TO THIS AGREEMENT SHALL BE TERMINATED BY SELLER EFFECTIVE AS OF
THE CLOSING DATE.
DURING THE STUDY PERIOD, BUYER SHALL REVIEW THE SERVICE
CONTRACTS TO DETERMINE WHICH MAY BE TERMINATED BY SELLER PRIOR TO THE CLOSING
AND WHICH MAY NOT.
SELLER AGREES TO PROVIDE NOTICES OF TERMINATION ON OR PRIOR
TO THE CLOSING FOR EACH OF THE SERVICE CONTRACTS THAT ARE TERMINABLE AND THAT
BUYER DESIGNATES IN WRITING DURING THE STUDY PERIOD FOR TERMINATION; PROVIDED
THAT IN NO EVENT SHALL SELLER BE OBLIGATED TO TERMINATE SERVICE CONTRACTS
RELATING TO MAINTAINING WARRANTIES IN CONNECTION WITH THE BUILDINGS AND OTHER
IMPROVEMENTS OR THAT WERE OBTAINED IN CONNECTION WITH THE INITIAL CONSTRUCTION
OR INSTALLATION.
ALL TERMINATION FEES, IF ANY, ARISING OUT OF A TERMINATION,
SHALL BE PAID BY BUYER AT CLOSING;
(E)
ALL CONTRACT RIGHTS RELATED TO ANY CONSTRUCTION ACTIVITIES ON THE
PROPERTIES, INCLUDING IMPROVEMENTS REQUIRED BY ANY LEASES, BUT ONLY TO THE
EXTENT (I) ASSIGNABLE OR TRANSFERABLE WITHOUT PENALTY OR PAYMENT BY ANY OF THE
SELLERS (UNLESS BUYER AGREES TO ASSUME RESPONSIBILITY FOR SUCH PENALTY OR
PAYMENT IN A MANNER REASONABLY ACCEPTABLE TO SELLERS) AND/OR (II) SUCH CONTRACT
RIGHTS ARE NOT BEING RETAINED ON A NON-EXCLUSIVE BASIS BY OR ON BEHALF OF ANY OF
THE SELLERS FOR CONTINUING DEVELOPMENT OF LIBERTY CENTER III, INCLUDING, WITHOUT
LIMITATION, THE FOLLOWING:
CONSTRUCTION CONTRACTS, ARCHITECTURAL CONTRACTS,
ENGINEERING CONTRACTS, AND OTHER AGREEMENTS RELATED TO CONSTRUCTION
2
ACTIVITIES ON THE PROPERTIES THAT WILL REMAIN IN EXISTENCE AFTER THE CLOSING
(COLLECTIVELY, THE "CONSTRUCTION CONTRACTS").
SELLER WILL ASSIGN TO BUYER, AND
BUYER WILL ASSUME FROM SELLER, THE CONSTRUCTION CONTRACTS LISTED ON EXHIBIT E
PURSUANT TO