hereto); an assignment and assumption of all Leases
and security deposits (in the form of Exhibit I attached hereto); updated
certified rent roll; a notice to the tenants of the transfer of title and the
assumption by Purchaser of the landlord's obligations under the Leases and the
obligation to refund the security deposits (in the form of Exhibit J attached
hereto); a non-foreign affidavit (in the form of Exhibit K attached hereto); an
assignment of intangible property (in the form of Exhibit L attached hereto);
and an assignment of warranties and guaranties relating to the Personal Property
(in the form of Exhibit M-1 attached hereto); and such other documents as may be
reasonably required by the Title Insurer in order to consummate the transaction
as set forth in this Agreement.
10.
SELLER'S RIGHT TO CURE.
Intentionally
Deleted.
11.
DEFAULT BY PURCHASER.
ALL EARNEST MONEY
DEPOSITED INTO THE ESCROW IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF
ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT.
IN THE EVENT OF ANY
DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT (PROVIDED
PURCHASER SHALL NOT BE CONSIDERED IN DEFAULT UNDER THIS AGREEMENT IF IT HAS
WITHIN FIVE (5) DAYS AFTER RECEIPT OF WRITTEN NOTICE FROM SELLER CURED ANY
FAILURE TO MAINTAIN THE CONFIDENTIALITY REQUIRED UNDER PARAGRAHS 17 AND 36.)
SELLER SHALL RETAIN ALL OF THE
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EARNEST MONEY AND THE INTEREST THEREON AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY
OTHER REMEDY AND PURCHASER SHALL HAVE NO FURTHER RIGHTS TO PURCHASE THE
PROPERTY.
THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF
A DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO
DETERMINE.
THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE
THAT THE EARNEST MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES'
REASONABLE ESTIMATE OF SELLER'S DAMAGES.
Seller's Initials
Purchaser's Initials
12.
SELLER'S DEFAULT.
IF THIS SALE IS NOT
COMPLETED BECAUSE OF SELLER'S UNCURED DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE
THE RIGHT TO SUE FOR ACTUAL DAMAGES NOT TO EXCEED $250,000.00 AND THE RETURN OF
ALL EARNEST MONEY TOGETHER WITH ANY INTEREST ACCRUED THEREON, AND THIS AGREEMENT
SHALL TERMINATE AND EXCEPT AS SPECIFICALLY PROVIDED FOR ELSEWHERE IN THIS
AGREEMENT, NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO EACH
OTHER AT LAW OR IN EQUITY.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE
CONTRARY, IF SELLER'S DEFAULT IS ITS REFUSAL TO DELIVER THE DEED AND THE OTHER
DOCUMENTS REQUIRED TO BE DELIVERED AT CLOSING AND WRONGFULLY REFUSES TO CONVEY
THE PROPERTY TO PURCHASER AS A
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RESULT THEREOF, THEN PURCHASER WILL BE ENTITLED TO SUE FOR SPECIFIC PERFORMANCE.
Seller's Initials
Purchaser's Initials
13.
a.
PRORATIONS.
Rents (exclusive of Delinquent Rent, as hereinafter defined, but
including prepaid rents); refundable security deposits and interest thereon if
required by law (which will be assigned to and assumed by Purchaser and credited
to Purchaser at Closing); water and other utility charges; fuels; prepaid
operating expenses; real and personal property taxes; and other similar items
shall be adjusted ratably