AGAINST ANY OTHER SELLER HEREUNDER.
THE FUNDS OF EACH SELLER
SHALL BE RELEASED TO SUCH SELLER ON ******** **, ****, UNLESS BUYER HAS
DELIVERED WRITTEN NOTICE TO SUCH SELLER AND ESCROW HOLDER OF A SPECIFIC CLAIM
AGAINST SUCH SELLER UNDER THIS AGREEMENT SPECIFIED IN REASONABLE DETAIL, IN
WHICH CASE ESCROW HOLDER SHALL RETAIN *** ******* ****** **** ******* (****)
OF
THE REASONABLY ESTIMATED COST TO SATISFY SUCH CLAIM UNTIL THE RESOLUTION OF SUCH
CLAIM.
SECTION 14.8.
SURVIVAL.
THE PROVISIONS OF THIS ARTICLE XIV SHALL
SURVIVE THE CLOSING AND THE TERMINATION OF THIS AGREEMENT UNTIL THE SURVIVAL
DATE SET FORTH IN SECTION 24.9(A) HEREOF.
ARTICLE XV.
OPERATION OF PROPERTIES UNTIL CLOSING.
SECTION 15.1.
OPERATION OF THE PROPERTIES.
BETWEEN THE EFFECTIVE DATE
AND THE CLOSING DATE:
(A)
SUBJECT TO SECTIONS 15.1(B), (C), (D), (E), (F), (G), (H) AND (I), SELLERS
SHALL CONTINUE TO OPERATE AND MAINTAIN THE PROPERTIES AND TO PURCHASE SUPPLIES
FOR THE PROPERTIES IN THE ORDINARY COURSE OF BUSINESS IN ACCORDANCE WITH PRESENT
BUSINESS PRACTICES.
IN NO EVENT SHALL SELLERS BE OBLIGATED TO BUYER, HOWEVER,
TO EXPEND ANY SUMS TO CORRECT ANY VIOLATIONS, OR MAKE ANY CAPITAL IMPROVEMENTS
OR REPAIRS TO CAPITAL IMPROVEMENTS, OR TO OTHERWISE CAUSE THE PROPERTIES TO BE
IN COMPLIANCE WITH ANY LAW, REGULATION OR ORDINANCE.
(B)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLERS MAY NOT,
WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER IN EACH INSTANCE (WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED), (I) CANCEL OR TERMINATE
ANY LEASE (OTHER THAN FOR A DEFAULT THEREUNDER BY A PARTY OTHER THAN ANY
SELLER), (II) RENEW OR EXTEND ANY LEASE (OTHER THAN IN ACCORDANCE WITH THE
LEASING GUIDELINES FOR EACH PROPERTY ANNEXED AS EXHIBIT Y, OR PURSUANT TO THE
TERMS OF OPTIONS OR EXTENSIONS SET FORTH IN ANY EXISTING LEASE) OR (III) ENTER
INTO ANY NEW LEASE OTHER THAN IN ACCORDANCE WITH THE LEASING GUIDELINES FOR EACH
PROPERTY ANNEXED AS EXHIBIT Y.
EACH SUCH SELLER SHALL HAVE THE RIGHT TO SUE
TENANTS AND TO COLLECT SUCH DELINQUENCIES, BUT NO ACTION SHALL BE TAKEN TO
DISPOSSESS ANY SUCH TENANT FOLLOWING CLOSING.
SELLER SHALL BE ENTITLED TO ANY
MONETARY AWARDS RESULTING SUCH SUITS (LESS REASONABLE ALLOCATION OF COSTS AND
EXPENSES FOR ATTORNEYS' FEES)
45
FOR RENTS PERTAINING TO THE THREE MONTH PERIOD PRIOR TO THE CLOSING DATE, AND
FOR OPERATING EXPENSE DELINQUENCIES APPLICABLE TO ANY PERIOD OF TIME PRIOR TO
THE CLOSING DATE.
EACH SELLER SHALL GIVE BUYER WRITTEN NOTICE PRIOR TO TAKING
ANY OF THE ACTIONS REFERRED TO IN THIS SECTION 15.1(B), WHICH NOTICE SHALL
INCLUDE THE MATERIAL TERMS OF THE PROPOSED ACTION.
(c)
Except as otherwise expressly provided in this Agreement, Sellers may not,
without the prior written consent of Buyer in each instance (which consent shall
not be unreasonably withheld, conditioned or delayed), cancel, terminate, renew,
extend or modify in any material respect any of the Service Contracts, or enter
into any new service contract or equipment lease for all or any portion of the
Properties unless, in the case of any