DEPOSIT, WHEREUPON SELLER AND PURCHASER SHALL HAVE NO FURTHER OBLIGATIONS OR
LIABILITIES TO EACH OTHER UNDER THIS AGREEMENT EXCEPT AS OTHERWISE PROVIDED
HEREIN; OR
(B)
CLOSE THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT.
In all other cases, or if Purchaser elects to proceed under Section 6.4(b),
Purchaser shall purchase the Property in accordance with the terms hereof
(without reduction in the Purchase Price) and Seller shall assign to Purchaser
at Closing all condemnation proceeds payable and still outstanding as a result
of such condemnation (less Seller's reasonable cost to secure the same and less
repair costs incurred by Seller with respect to such taking as documented to
Purchaser's reasonable satisfaction) and deliver to Purchaser any condemnation
proceeds previously paid to Seller on account of such condemnation (less
Seller's reasonable cost to secure the same).
Purchaser shall be deemed to have
elected to proceed under Section 6.4(b) unless, within twenty (20) days of
notice from Seller of the condemnation or condemnation proceedings or threat of
condemnation proceedings, Purchaser provides Seller with written notice that
Purchaser elects to terminate this Agreement pursuant to Section 6.4(a).
6.5
Leasing & Other Activities Prior to Closing.
(A)
FROM AND AFTER THE DATE OF THIS AGREEMENT,
SELLER SHALL NOT ENTER INTO ANY LEASE OR OTHER OCCUPANCY AGREEMENT COVERING ANY
PORTION OF THE LAND OR IMPROVEMENTS (A "LEASE") THAT WOULD AFFECT THE PROPERTY
AFTER THE CLOSING DATE, WITHOUT THE WRITTEN CONSENT OF PURCHASER.
(B)
SELLER SHALL NOT, FROM AND AFTER THE DATE OF
THIS AGREEMENT, ENTER INTO ANY PROPERTY CONTRACTS OR MODIFICATIONS, RENEWALS OR
TERMINATIONS OF ANY EXISTING PROPERTY CONTRACTS, IN EACH CASE THAT WOULD AFFECT
THE PROPERTY AFTER THE CLOSING DATE, WITHOUT THE WRITTEN CONSENT OF PURCHASER,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
6
(C)
AT ALL TIMES PRIOR TO CLOSING, AND SUBJECT
TO SECTIONS 6.5(A) AND (B), SELLER SHALL CONTINUE TO: (I) MAINTAIN THE PROPERTY
IN ITS CURRENT CONDITION, REASONABLE WEAR AND TEAR AND DAMAGE FROM CASUALTY
EXCEPTED, (II) CONDUCT BUSINESS WITH RESPECT TO THE PROPERTY IN THE SAME MANNER
IN WHICH SAID BUSINESS HAS BEEN HERETOFORE CONDUCTED IN ALL MATERIAL RESPECTS,
AND (III) INSURE THE PROPERTY AS IS SET FORTH IN EXHIBIT 6.5(C).
7.
Representations, Warranties and Covenants.
7.1
Seller's Representations.
Except as set
forth in the Reports (as defined below) or as otherwise disclosed in writing to
Purchaser, Seller warrants and represents to Purchaser as follows:
(A)
LEGAL EXISTENCE.
SELLER IS A LIMITED
LIABILITY COMPANY DULY CREATED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE STATE OF DELAWARE.
(B)
AUTHORITY.
SELLER HAS FULL RIGHT, POWER AND
AUTHORITY AND IS DULY AUTHORIZED TO ENTER INTO THIS AGREEMENT, TO PERFORM EACH
OF THE COVENANTS AND OBLIGATIONS ON ITS PART TO BE PERFORMED HEREUNDER AND TO
EXECUTE AND DELIVER, AND TO PERFORM ITS OBLIGATIONS UNDER ALL DOCUMENTS REQUIRED
TO BE EXECUTED AND DELIVERED BY IT PURSUANT TO THIS AGREEMENT, AND THIS
AGREEMENT CONSTITUTES THE VALID AND BINDING OBLIGATION OF SELLER ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.
(C)
CONSENTS.
NO