OCCUR OF (X) THE *** DAY AFTER THE CLOSING, IF SELLER FAILS TO PROCURE THE ***
WAIVER ON OR BEFORE THAT *** DAY; OR (Y) IF SELLER PROCURES THE *** WAIVER ON OR
BEFORE THE *** DAY AFTER CLOSING, THEN ON THE FIRST ANNIVERSARY OF THE CLOSING,
AND WHICH OPTION SHALL BE ASSIGNABLE (THE "PURCHASE OPTION").
IF SELLER FAILS
TO PROCURE THE *** WAIVER PRIOR TO CLOSING, SELLER MAY CONTINUE TO ATTEMPT TO
PROCURE *** WAIVER DURING THE *** DAY PERIOD AFTER THE CLOSING, BUT IN THAT
EVENT, SELLER SHALL KEEP BUYER COMPLETELY AND FULLY APPRISED OF ANY AND ALL
DISCUSSIONS WITH THE *** TENANT AND SELLER SHALL USE REASONABLE, GOOD FAITH
EFFORTS TO AVOID INTERFERING WITH THE RELATIONSHIP BETWEEN BUYER AND THE ***
TENANT.
SELLER SHALL PROVIDE BUYER WITH TEN (10) DAYS' PRIOR WRITTEN NOTICE OF
ITS EXERCISE OF THE PURCHASE OPTION.
IT SHALL BE A CONDITION PRECEDENT TO
SELLER'S CONSUMMATION OF ITS ACQUISITION OF THE *** LAND THAT BUYER BE ABLE TO
TRANSFER AND CONVEY THE *** LAND AS A SEPARATE AND DISTINCT LEGAL PARCEL, IN
COMPLIANCE WITH ANY AND ALL PLAT ACT AND/OR SUBDIVISION LAWS, ORDINANCES AND
REGULATIONS (THE "SUBDIVISION CONDITION").
IF, AT THE TIME THAT SELLER
EXERCISES THE PURCHASE OPTION, THE *** LAND MAY NOT BE FREELY TRANSFERRED AND
CONVEYED DUE TO ITS FAILURE TO SATISFY THE SUBDIVISION CONDITION, THEN SELLER
SHALL BE SOLELY RESPONSIBLE, AT SELLER'S SOLE COST, TO TAKE WHATEVER ACTIONS ARE
REQUIRED IN ORDER TO SATISFY THE SUBDIVISION CONDITION.
BUYER SHALL REASONABLY
COOPERATE WITH SELLER'S EFFORTS TO SATISFY THE SUBDIVISION CONDITION, BUT BUYER
SHALL NOT BE REQUIRED TO INCUR ANY LIABILITY OR OBLIGATION IN ORDER TO SO
COOPERATE EXCEPT TO EXECUTE ANY
35
AND ALL NECESSARY DOCUMENTS TO SATISFY THE SUBDIVISION CONDITIONS.
SELLER MAY
NOT, HOWEVER, LEGALLY SUBDIVIDE THE *** LAND FROM *** DRIVE EXCEPT ON A
CONDITIONAL BASIS SUCH THAT THE FORMAL SUBDIVISION IS NOT EFFECTIVE UNTIL THE
DATE ON WHICH BUYER CONVEYS THE *** LAND TO SELLER.
BUYER SHALL HAVE THE RIGHTS
TO REASONABLY APPROVE ANY PLAT OF SUBDIVISION OR COMPARABLE DOCUMENTATION
REQUIRED TO SATISFY THE SUBDIVISION CONDITION.
SELLER SHALL HAVE THIRTY (30)
DAYS AFTER PROVIDING NOTICE OF ITS DESIRE TO EXERCISE THE PURCHASE OPTION TO
BUYER TO COMPLETE ITS DUE DILIGENCE ON THE ***
LAND AND, IN SUCH CASE, SELLER'S
DUE DILIGENCE INVESTIGATIONS SHALL BE CONDUCTED PURSUANT TO THE SAME STANDARDS
AND OBLIGATIONS (INCLUDING, BUT NOT LIMITED TO, INSURANCE COVERAGE AND
INDEMNIFICATION) AS ARE IMPOSED UNDER THIS AGREEMENT WITH RESPECT TO BUYER'S DUE
DILIGENCE INVESTIGATIONS OF AND ABOUT THE PROPERTY.
*** SELLER SHALL HAVE THE
RIGHT TO TERMINATE THE EXERCISE OF ITS PURCHASE OPTION AT ANY TIME AND FOR ANY
REASON DURING ITS THIRTY (30) DAY DUE DILIGENCE PERIOD.
IF SELLER DOES NOT
TERMINATE ITS EXERCISE OF ITS PURCHASE OPTION TO PURCHASE PRIOR TO THE
EXPIRATION OF ITS DUE DILIGENCE PERIOD, THEN BUYER AND SELLER SHALL CLOSE ON THE
*** LAND WITHIN TEN (10) DAYS AFTER THE EXPIRATION OF THE DUE DILIGENCE PERIOD.
SELLER SHALL ACQUIRE THE *** LAND