FROM ANY
PARTIES TO ANY COVENANTS, CONDITIONS AND RESTRICTIONS, RECIPROCAL EASEMENT
AGREEMENT, DEVELOPMENT AGREEMENTS OR GROUND LEASES AFFECTING THE PROPERTY
(COLLECTIVELY, "TITLE ESTOPPELS"), AND (II) SELLER HAS AGREED PURSUANT TO
SECTION 6.3 TO ATTEMPT TO CURE SUCH TITLE DEFECT, THEN PURCHASER'S RECEIPT OF
SUCH TITLE ESTOPPELS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
PURCHASER.
(E)
TITLE COMPANY SHALL BE IRREVOCABLY AND UNCONDITIONALLY COMMITTED
TO ISSUE THE TITLE POLICY.
(F)
SELLER SHALL HAVE PERFORMED AND OBSERVED, IN ALL MATERIAL
RESPECTS, ALL COVENANTS AND AGREEMENTS OF THIS AGREEMENT TO BE PERFORMED AND
OBSERVED BY SELLER AS OF THE CLOSING DATE.
SECTION 9.2
CONDITIONS PRECEDENT TO OBLIGATION TO SELLER.
THE
OBLIGATION OF SELLER TO CONSUMMATE THE TRANSACTION HEREUNDER SHALL BE SUBJECT TO
THE FULFILLMENT ON OR BEFORE THE DATE OF CLOSING (OR AS OTHERWISE PROVIDED) OF
ALL OF THE FOLLOWING CONDITIONS, ANY OR ALL OF WHICH MAY BE WAIVED BY SELLER IN
IT SOLE DISCRETION:
(A)
SELLER SHALL HAVE RECEIVED THE PURCHASE PRICE AS ADJUSTED PURSUANT
TO, AND PAYABLE IN THE MANNER PROVIDED FOR, IN THIS AGREEMENT.
(B)
PURCHASER SHALL HAVE DELIVERED TO SELLER ALL OF THE ITEMS REQUIRED
TO BE DELIVERED TO SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT, INCLUDING BUT
NOT LIMITED TO, THOSE PROVIDED FOR IN SECTION 10.2.
(C)
SELLER SHALL HAVE RECEIVED THE BOARD OF DIRECTORS APPROVAL.
(D)
SELLER SHALL HAVE RECEIVED THE GROUND LESSOR CONSENT.
(E)
THE REPRESENTATIONS AND WARRANTIES OF PURCHASER CONTAINED IN
SECTION 8.2 SHALL CONTINUE TO BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS.
(F)
PURCHASER SHALL HAVE PERFORMED AND OBSERVED, IN ALL MATERIAL
RESPECTS, ALL COVENANTS AND AGREEMENTS OF THIS AGREEMENT TO BE PERFORMED AND
OBSERVED BY PURCHASER AS OF THE CLOSING DATE.
ARTICLE X
CLOSING
SECTION 10.1
CLOSING. THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED
BY THIS AGREEMENT BY DELIVERY OF DOCUMENTS AND PAYMENTS OF MONEY FROM ESCROW
SHALL TAKE PLACE AT 3:00 P.M. EASTERN TIME ON THE SCHEDULED CLOSING DATE AT THE
OFFICES OF THE ESCROW AGENT; PROVIDED, HOWEVER, THAT THE CLOSING DOCUMENTS THAT
ARE INTENDED TO BE RECORDED IN THE LAND RECORDS IN COLORADO SHALL BE DELIVERED
BY THE PARTIES TO AN OFFICE IN COLORADO DESIGNATED BY ESCROW AGENT.
PURCHASER
SHALL HAVE AN OPTION TO EXTEND THE SCHEDULED CLOSING DATE FOR A PERIOD OF UP TO
THIRTY-DAYS BY DELIVERING WRITTEN NOTICE TO SELLER AT LEAST FIVE BUSINESS DAYS
PRIOR TO THE ORIGINAL SCHEDULED CLOSING DATE, TOGETHER WITH THE SIMULTANEOUS
DEPOSIT BY PURCHASER WITH THE ESCROW AGENT, BY FEDERAL RESERVE WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS, OF THE AMOUNT OF FIVE HUNDRED THOUSAND DOLLARS
($500,000) AS AN ADDITIONAL EARNEST MONEY DEPOSIT ON ACCOUNT OF THE PURCHASE
PRICE (THE "EXTENSION DEPOSIT").
TIME SHALL BE OF THE ESSENCE WITH RESPECT TO
PAYMENT OF THE EXTENSION DEPOSIT.
THEREAFTER, ALL REFERENCES IN THIS AGREEMENT
TO THE EARNEST MONEY DEPOSIT SHALL BE DEEMED TO ALSO INCLUDE THE EXTENSION
DEPOSIT.
AT CLOSING, THE EVENTS SET FORTH IN THIS ARTICLE X WILL OCCUR, IT
BEING UNDERSTOOD THAT THE PERFORMANCE OR TENDER OF PERFORMANCE OF ALL MATTERS
SET FORTH