THE NEED FOR THE ESCROW CLOSING, SUCH THAT ALL OF THE
CONDITIONS AND OBLIGATIONS OF THE PARTIES WITH RESPECT TO THE ESCROW CLOSING AND
THE CLOSING SHALL BE "COLLAPSED" INTO A SINGLE OCCURRENCE, AND PURCHASER AGREES
TO COOPERATE WITH SAID ARRANGEMENT IF COORDINATED BY SELLER.
IF A SIMULTANEOUS
CLOSING DOES NOT OCCUR PURSUANT TO THIS PARAGRAPH 9(D), THE PARTIES SHALL
PROCEED TO CONSUMMATE THE ESCROW CLOSING AND THE CLOSING AS OTHERWISE PROVIDED
IN, AND SUBJECT TO THE TERMS OF, THIS AGREEMENT.
(E)
BACK-END DATE. SUBJECT TO THE TERMS OF SECTION 6(B) HEREOF WITH
RESPECT TO FEE TITLE OBJECTIONS, IT IS AGREED THAT IN THE EVENT THAT LESSOR
SHALL BE UNABLE OR UNWILLING TO CONSUMMATE THE PROPERTY CLOSING ON THE CLOSING
DATE FOR ANY REASON, SELLER OR PURCHASER MAY EXTEND THE CLOSING
12
DATE UNTIL SUCH TIME AS LESSOR SHALL BE READY, WILLING AND ABLE TO CONSUMMATE
THE PROPERTY CLOSING, BUT IN NO EVENT LATER THAN THE SOONER TO OCCUR OF (I)THE
COMPLETION OF DILIGENT EFFORTS BY SELLER TO CAUSE LESSOR TO CLOSE, INCLUDING,
WITHOUT LIMITATION, FILING AN ACTION FOR SPECIFIC PERFORMANCE AND DILIGENTLY
PURSUING THE SAME IN GOOD FAITH, OR (II) THE DATE THAT IS EIGHTEEN (18) MONTHS
FOLLOWING THE DATE OF THIS AGREEMENT (THE "BACK-END DATE").
NOTWITHSTANDING THE
PRECEDING SENTENCE, IN THE EVENT THAT THE CLOSING SHALL BE EXTENDED PURSUANT TO
THIS PARAGRAPH 9(E), BUT SHALL NOT OCCUR ON OR BEFORE THE BACK-END DATE, THEN
SELLER OR PURCHASER MAY TERMINATE THIS AGREEMENT, PROVIDED, HOWEVER, THAT SELLER
AND PURCHASER AGREE TO ACT REASONABLY AND IN GOOD FAITH TO MUTUALLY AGREE TO
FURTHER EXTEND THE BACK-END DATE FOR ONE OR MORE FINITE PERIODS OF TIME (EACH
PERIOD NOT TO EXCEED SIXTY (60) DAYS) IN THE EVENT THAT, ON THE INITIAL BACK-END
DATE (OR THEN-EXISTING BACK-END DATE AS MAY HAVE BEEN PREVIOUSLY EXTENDED), THE
ENFORCEMENT ACTION BY SELLER AGAINST LESSOR IS PENDING, AND IT CAN BE REASONABLY
EXPECTED THAT THE SAME WILL BE CONCLUDED FAVORABLY SO AS TO ALLOW THE CLOSING
HEREUNDER AS CONTEMPLATED WITHIN A FORESEEABLE AND PROXIMATE TIME-FRAME.
IN THE
EVENT THAT THIS AGREEMENT SHALL BE TERMINATED PURSUANT TO THIS PARAGRAPH 9(E),
THE DEPOSIT SHALL BE RETURNED TO PURCHASER AND THEREAFTER NEITHER PARTY SHALL
HAVE ANY OBLIGATION UNDER THIS AGREEMENT EXCEPT AND TO THE EXTENT EXPRESSLY
PROVIDED HEREIN TO SURVIVE THE TERMINATION OF THIS AGREEMENT.
(F)
CLOSING AGENT AS COUNSEL.
PURCHASER ACKNOWLEDGES THAT CLOSING
AGENT REPRESENTS SELLER AS LEGAL COUNSEL IN THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT AND, PURCHASER HEREBY IRREVOCABLY AGREES AND CONSENTS TO CLOSING
AGENT'S CONTINUED REPRESENTATION OF SELLER IN THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT AND/OR IN THE EVENT OF ANY DISPUTE HEREUNDER.
10.
CASUALTY AND CONDEMNATION.
(A)
IN THE EVENT THAT THE IMPROVEMENTS ARE TOTALLY OR PARTIALLY
DESTROYED OR DAMAGED BY FIRE OR OTHER CASUALTY, THEN (I) PROVIDED THAT PURCHASER
IS NOT THEN IN DEFAULT HEREUNDER, SELLER AGREES NOT TO TERMINATE THE EXISTING
LEASE ON THE BASIS OF SUCH CASUALTY, AND (II) PURCHASER AGREES TO CLOSE
HEREUNDER NOTWITHSTANDING SUCH CASUALTY, AND WITHOUT ANY CREDIT OR