YEAR OF CLOSING (SUBJECT TO EXTENSION SOLELY AS NECESSARY DUE TO
THE UNAVAILABILITY OF FINAL
9
INFORMATION, BUT IN NO EVENT TO EXCEED TWO (2) YEARS AFTER CLOSING).
THE
PROVISIONS OF THIS SECTION 4.7 SHALL SURVIVE THE CLOSING.
4.8
LEASING COMMISSIONS.
PURSUANT TO THAT CERTAIN AMENDED AND
RESTATED BROKERAGE AGREEMENT EFFECTIVE JANUARY 1, 2003, BY AND BETWEEN EOP OF
GEORGIA, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("EOPGMC"), AND PROPERTY
MANAGER (THE "BROKERAGE
AGREEMENT"),
EOPGMC SOLICITS TENANTS AND NEGOTIATES
LEASES FOR THE PROPERTY.
FOR ANY PROTECTED TENANT (AS
HEREINAFTER DEFINED)
WHO ENTERS INTO A LEASE, LEASE RENEWAL, LEASE
EXTENSION, OR LEASE EXPANSION
WITH PURCHASER WITHIN THREE (3) MONTHS AFTER THE CLOSING DATE, PURCHASER HEREBY
AGREES TO PAY EOPGMC A COMMISSION CALCULATED
IN
ACCORDANCE WITH SCHEDULE 4.8
ATTACHED HERETO. SELLER SHALL DELIVER TO PURCHASER A LIST OF PROTECTED TENANTS
PRIOR TO THE EFFECTIVE DATE AND AN UPDATED LIST ON OR BEFORE THE CLOSING DATE.
AS
USED
HEREIN,
"PROTECTED
TENANT"
SHALL
MEAN ANY TENANT (EXISTING OR
PROPOSED) WITH WHOM SELLER, EOPGMC, OR ANY EMPLOYEE OR AFFILIATE THEREOF, HAS
ENGAGED IN MATERIAL AND SUBSTANTIAL
NEGOTIATIONS, AS EVIDENCED IN WRITING BY A
WRITTEN LETTER OF INTENT ACCEPTED BY BOTH SELLER AND THE PROPOSED
TENANT,
AN
EXCHANGE
OF
DRAFT DOCUMENTS, OR OTHER COMPARABLE INDICIA
THAT THE PROTECTED
TENANT IS LIKELY TO ENTER INTO A LEASE RENEWAL, LEASE
EXTENSION, LEASE
EXPANSION, OR A NEW LEASE, AS APPLICABLE. FOR EACH PROTECTED
TENANT, EOPGMC
AGREES TO PERFORM THOSE ACTS AND DUTIES AFTER CLOSING AS PURCHASER SHALL REQUEST
AND AS ARE CUSTOMARILY PERFORMED BY LEASING AGENTS FOR PROPERTIES COMPARABLE TO
THE PROPERTY FOR SIMILAR LEASING
TRANSACTIONS IN THE MARKET IN WHICH THE
PROPERTY IS LOCATED. THE PROVISIONS OF THIS SECTION 4.8 SHALL SURVIVE THE
CLOSING.
5.
CASUALTY LOSS AND CONDEMNATION.
IF, PRIOR TO CLOSING, THE
PROPERTY, OR ANY PART THEREOF SHALL BE CONDEMNED, DESTROYED, OR DAMAGED BY FIRE
OR OTHER CASUALTY, SELLER SHALL PROMPTLY SO NOTIFY PURCHASER.
IN THE EVENT OF A
MATERIAL LOSS (AS HEREINAFTER DEFINED), SELLER AND PURCHASER EACH SHALL HAVE THE
OPTION TO TERMINATE THIS AGREEMENT BY GIVING NOTICE TO THE OTHER PARTY WITHIN
FIFTEEN (15) DAYS OF THE OTHER PARTY'S REQUEST THAT THE OPTION BE EXERCISED (BUT
NO LATER THAN THE CLOSING).
IF THE CONDEMNATION, DESTRUCTION OR DAMAGE DOES NOT
RESULT IN A MATERIAL LOSS, THEN SELLER AND PURCHASER SHALL CONSUMMATE THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT NOTWITHSTANDING SUCH CONDEMNATION,
DESTRUCTION OR DAMAGE.
IF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT IS
CONSUMMATED, THEN (I) PURCHASER SHALL BE ENTITLED TO RECEIVE ANY CONDEMNATION
PROCEEDS OR PROCEEDS OF INSURANCE UNDER ANY POLICY(IES) OF INSURANCE APPLICABLE
TO THE DESTRUCTION OR DAMAGE OF THE PROPERTY, (II) PURCHASER SHALL RECEIVE A
CREDIT AGAINST THE PURCHASE PRICE EQUAL TO THE AMOUNT OF ANY DEDUCTIBLE,
SELF-INSURANCE, OR CO-PAYMENT AMOUNT UNDER THE POLICY(IES) OF INSURANCE
APPLICABLE TO THE DESTRUCTION OR DAMAGE, AND (III) SELLER SHALL, AT CLOSING,
EXECUTE AND DELIVER TO PURCHASER ALL CUSTOMARY PROOFS OF LOSS, AN ASSIGNMENT OF
ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN AND TO ANY CLAIMS SELLER