FILED AN ACTION AGAINST DOT SEEKING APPROXIMATELY ***
IN ADDITIONAL
COMPENSATION AND DAMAGES ("SELLER'S PENDING DOT LITIGATION").
SELLER SHALL
RETAIN ALL RIGHTS WITH RESPECT TO, AND ANY ENTITLEMENTS IN CONNECTION WITH,
SELLER'S PENDING DOT LITIGATION.
BUYER SHALL HAVE NO RIGHT, TITLE OR OBLIGATION
IN OR WITH RESPECT TO SELLER'S PENDING DOT LITIGATION.
SELLER AND BUYER HAVE AGREED TO DELAY THE CLOSING OF BUYER'S ACQUISITION OF THE
*** PROJECT SO AS TO PROVIDE SELLER WITH AN OPPORTUNITY TO SATISFY*** 'S
CONDITIONS, AND TO CONSUMMATE SELLER'S ACQUISITION OF THE PARKING PARCEL.
SELLER SHALL USE ITS REASONABLE, DILIGENT AND GOOD FAITH EFFORTS TO SATISFY***
'S CONDITIONS AND TO CONSUMMATE ITS ACQUISITION OF THE PARKING PARCEL WITHIN ***
DAYS AFTER THE CLOSING DATE.
SELLER SHALL KEEP BUYER REGULARLY APPRISED, IN
WRITING, OF THE STATUS OF SELLER'S EFFORTS TO SATISFY*** 'S CONDITIONS AND TO
ACQUIRE THE PARKING PARCEL.
SELLER SHALL NOT EXECUTE ANY SUCH LEASE AMENDMENT
WITH *** UNLESS AND UNTIL THE LEASE AMENDMENT IS APPROVED BY BUYER, WHICH
APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
SELLER SHALL BE SOLELY
RESPONSIBLE FOR THE PAYMENT OF ANY AND ALL COSTS AND EXPENSES INCURRED TO
SATISFY*** 'S CONDITIONS AND TO CONSUMMATE ITS ACQUISITION OF THE PARKING
PARCEL.
SELLER MAY RELOCATE *** TO ANY OTHER PROPERTY THAT SELLER DESIRES AND
NEED NOT SEEK BUYER'S APPROVAL OF THE REPLACEMENT LEASED PREMISES.
IT SHALL BE A CONDITION PRECEDENT TO BUYER'S OBLIGATION TO ACQUIRE THE ***
PROJECT THAT ALL OF THE FOLLOWING ARE SATISFIED:
38
(I)
SELLER AND *** HAVE EXECUTED AND
DELIVERED TO ONE ANOTHER AN AMENDMENT TO*** 'S EXISTING LEASE PURSUANT TO WHICH,
AMONG OTHER THINGS, *** LEASES THE ENTIRE *** PROJECT AND SUCH AMENDMENT IS
APPROVED BY BUYER, AS PROVIDED ABOVE;
(II)
SELLER AND *** SHALL HAVE EXECUTED AND
DELIVERED TO ONE ANOTHER AN AGREEMENT PURSUANT TO WHICH *** AGREES THAT ITS
LEASE AT THE *** PROJECT IS TERMINATED ON AN ACCELERATED BASIS;
(III)
SELLER HAS CONSUMMATED ITS ACQUISITION OF
THE PARKING PARCEL;
(IV)
SELLER HAS IMPROVED THE PARKING PARCEL BY
CONSTRUCTING AND INSTALLING THEREON (IN A LOCATION, DESIGN AND CONFIGURATION
REASONABLY APPROVED BY BUYER) A SURFACE PARKING LOT, STRIPED TO ACCOMMODATE
VEHICULAR PARKING AND PROVIDING SUFFICIENT PARKING TO SATISFY ANY PARKING
REQUIREMENTS IMPOSED UNDER*** 'S LEASE AMENDMENT (THE "PARKING LOT").
SELLER
SHALL CONSTRUCT THE PARKING LOT AT SELLER'S SOLE EXPENSE AND IN ACCORDANCE WITH
ALL APPLICABLE REQUIREMENTS OF ALL GOVERNMENTAL AUTHORITIES.
(V)
SELLER PROCURES AND DELIVERS TO BUYER A
TENANT ESTOPPEL FROM*** , CONFIRMING WITH SPECIFICITY, THAT THE *** LEASE
AMENDMENT IS IN FULL FORCE AND EFFECT AND THAT*** 'S CONDITIONS HAVE BEEN
SATISFIED;
(VI)
SELLER PROCURES AND DELIVERS TO BUYER A SURVEY
OF THE AGGREGATE PARCEL CREATED BY COMBINING THE *** PROJECT AND THE PARKING
PARCEL (THE "COMBINED PROJECT"); AND
(VII)
THE TITLE INSURER SHALL HAVE COMMITTED TO BUYER
TO ISSUE TO BUYER AN OWNER'S POLICY OF TITLE INSURANCE, INSURING BUYER'S
INTEREST IN THE COMBINED PROJECT, IN THE AMOUNT OF $*** , AND SUBJECT ONLY TO
(A) THE PERMITTED EXCEPTIONS AND (B) THE ISSUANCE