BUYER (THE "AIA").
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET
FORTH ABOVE, IN THE EVENT THAT *** DOES NOT RECEIVE ITS PARTNERSHIP APPROVAL TO
SELL THE UNDEVELOPED PROPERTY OWNED BY ***, AS IDENTIFIED ON EXHIBIT A ("***
PROPERTY"), ON OR BEFORE*** , 2005 SELLER SHALL SO ADVISE BUYER, IN WRITING, ON
OR BEFORE*** , 2005, WHEREUPON THE *** PROPERTY SHALL BE EXCLUDED FROM THE
PROPERTY, AND THE PURCHASE PRICE FOR THE UNDEVELOPED PROPERTY SHALL BE REDUCED
BY $***
FOR THE ***
ACRE PARCEL AND $***
FOR THE ***
ACRE PARCEL. IF SELLER
FAILS TO SO NOTIFY BUYER ON OR BEFORE THE INSPECTION DATE, THIS CONDITION SHALL
BE DEEMED WAIVED.
IF THE *** PROPERTY IS EXCLUDED FROM THE PROPERTY, THEN
SELLER SHALL REIMBURSE BUYER, WITHIN TEN (10) DAYS OF WRITTEN DEMAND THEREFOR,
FOR ALL OUT-OF-POCKET COSTS AND EXPENSES ACTUALLY INCURRED BY BUYER WITH RESPECT
TO ITS DUE DILIGENCE INVESTIGATION OF AND ABOUT THE *** PROPERTY IN AN AMOUNT
NOT TO EXCEED ***
PER EACH PARCEL COMPRISING THE *** PROPERTY.
23
(B)
BUYER SHALL HAVE PERFORMED AND SATISFIED EACH AND ALL OF BUYER'S
OBLIGATIONS UNDER THIS AGREEMENT. IN THE EVENT THIS CONDITION IS NOT SATISFIED
ON OR PRIOR TO THE CLOSING DATE, SELLER SHALL HAVE NO OBLIGATION TO PROCEED TO
CLOSING AND, IF SELLER DELIVERS WRITTEN NOTICE TO BUYER THAT THE FOREGOING
CONDITION HAS NOT BEEN SATISFIED, THIS AGREEMENT SHALL CEASE AND TERMINATE, THE
EARNEST MONEY SHALL BE RETURNED AND PAID TO BUYER, AND NEITHER PARTY SHALL HAVE
ANY FURTHER OBLIGATION HEREUNDER EXCEPT THOSE WHICH EXPRESSLY SURVIVE THE
TERMINATION OF THIS AGREEMENT.
Notwithstanding the foregoing, nothing contained herein shall waive or diminish
any right or remedy Seller may have for Buyer's default or breach of this
Agreement.
SECTION 10.
CLOSING.
10.1
TIME AND PLACE.
PROVIDED THAT ALL OF THE CONDITIONS SET FORTH IN
THIS AGREEMENT ARE THERETOFORE FULLY SATISFIED OR PERFORMED, THE CLOSING SHALL
BE HELD IN ESCROW THROUGH ESCROW AGENT, ON THE CLOSING DATE OR SUCH OTHER DATE
THAT IS MUTUALLY AGREEABLE TO BUYER AND SELLER UNLESS THE CLOSING DATE IS
POSTPONED PURSUANT TO THE EXPRESS TERMS OF THIS AGREEMENT.
10.2
SELLER DELIVERIES.
SELLER SHALL OBTAIN AND DELIVER TO BUYER OR TO
ESCROW AGENT AT THE CLOSING THE FOLLOWING DOCUMENTS (ALL OF WHICH SHALL BE DULY
EXECUTED, AND WITNESSED AND/OR NOTARIZED AS NECESSARY):
(A)
THE DEED, SUBJECT TO THE PERMITTED TITLE EXCEPTIONS.
(B)
A NON-FOREIGN CERTIFICATE, SUBSTANTIALLY IN THE FORM ATTACHED AS
EXHIBIT G HERETO.
(C)
THE OFFICER'S CERTIFICATE
SUBSTANTIALLY IN THE FORM ATTACHED
HERETO AS EXHIBIT K.
(D)
THE ASSIGNMENT.
(E)
THE BILL OF SALE.
(F)
A CLOSING STATEMENT IN FORM AND SUBSTANCE MUTUALLY SATISFACTORY
TO BUYER AND SELLER (THE "CLOSING STATEMENT").
(G)
AN AFFIDAVIT OF TITLE OR OTHER AFFIDAVIT CUSTOMARILY REQUIRED OF
SELLERS BY THE TITLE INSURER TO REMOVE THE STANDARD MECHANICS' LIENS AND PARTIES
IN POSSESSION EXCEPTIONS FROM AN OWNER'S TITLE INSURANCE POLICY WHICH ARE
CAPABLE OF BEING REMOVED BY SUCH AN AFFIDAVIT.
(H)
SUCH TRANSFER TAX, CERTIFICATE OF VALUE OR OTHER SIMILAR DOCUMENTS
CUSTOMARILY REQUIRED OF SELLERS