THIS SECTION 18.4 SHALL SURVIVE THE CLOSING OR
TERMINATION HEREOF.
34
SECTION 19.
MISCELLANEOUS
AGREEMENTS.
19.1
*** ANNEXATION AGREEMENT.
BUYER ACKNOWLEDGES THAT SELLER HAS
ADVISED BUYER THAT, AS OF THE EFFECTIVE DATE, SELLER IS NEGOTIATING WITH THE
CITY OF *** FOR THE ANNEXATION OF MULTIPLE PARCELS OF PROPERTY THAT SELLER OWNS,
AND AMONG THE PARCELS THAT MAY BE ANNEXED TO THE *** ARE THOSE COMMONLY KNOWN AS
***
AND*** .
SELLER HAS FURTHER ADVISED BUYER THAT THE ANNEXATION PROCESS WILL
NOT BE COMPLETED BY CLOSING.
PRIOR TO THE CLOSING DATE, SELLER AGREES TO MAKE
AVAILABLE TO BUYER TRUE, COMPLETE AND CORRECT COPIES OF ANY AND ALL
DOCUMENTATION, OF ANY NATURE (E.G. DRAFTS OF ANNEXATION AGREEMENT, CITY
RESOLUTION OR ORDINANCE, CORRESPONDENCE, MINUTES OF MEETINGS) RELATING TO SUCH
PENDING ANNEXATION IN SELLER'S POSSESSION.
IF BUYER DOES NOT TERMINATE THIS
AGREEMENT ON OR BEFORE THE INSPECTION DATE, BUYER AGREES TO REASONABLY COOPERATE
WITH SELLER (BUT WITHOUT ANY OUT-OF-POCKET COST TO BUYER) WITH RESPECT TO THE
CONSUMMATION OF THE ANNEXATION AND TO ALLOW THE PROPERTY KNOWN AS ***
AND ***
TO BE ANNEXED INTO THE*** .
SELLER SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL
COSTS AND EXPENSES INCURRED IN CONNECTION WITH SUCH ANNEXATION PROCESS.
SELLER
HEREBY AGREES TO USE GOOD FAITH AND DILIGENT EFFORTS TO COMPLETE THE ANNEXATION
PROCESS AS EXPEDITIOUSLY AS POSSIBLE.
SELLER SHALL KEEP BUYER FULLY AND
CURRENTLY INFORMED AND ADVISED WITH RESPECT TO THE STATUS OF SUCH ANNEXATION.
THE PROVISIONS OF THIS SECTION 19.1 SHALL SURVIVE THE CLOSING AND SHALL NOT
MERGE INTO ANY CONVEYANCING DOCUMENTS DELIVERED AT CLOSING.
19.2
*** EXPANSION PARCEL.
BUYER ACKNOWLEDGES THAT THE PROPERTY KNOWN
AS *** CONTAINS APPROXIMATELY *** ACRES OF EXPANSION LAND ("*** LAND").
THE ***
LAND IS DEPICTED ON EXHIBIT Q ATTACHED HERETO AND INCORPORATED HEREIN BY THIS
REFERENCE.
SELLER HAS ADVISED BUYER THAT *** CORPORATION, AS TENANT AND*** ,
INC., AS SUBTENANT, IN THE BUILDING COMMONLY KNOWN AS *** (COLLECTIVELY, "***
TENANT") HAS AN OPTION, IN ITS EXISTING LEASE, TO EXPAND (OR CAUSE AN EXPANSION
OF) THAT BUILDING.
IF THE *** TENANT WERE TO EXERCISE ITS EXPANSION OPTION, THE
EXPANSION WOULD BE CONSTRUCTED ON THE *** LAND.
SELLER HAS ADVISED BUYER THAT
SELLER INTENDS TO CONTACT THE *** TENANT TO SEEK A WAIVER OF ITS EXPANSION
OPTION (THE "*** WAIVER").
AT CLOSING, BUYER SHALL GRANT TO SELLER AN OPTION TO
PURCHASE FROM BUYER THE *** LAND FOR A PURCHASE PRICE OF*** , WHICH OPTION SHALL
AUTOMATICALLY EXPIRE ON THE FIRST TO OCCUR OF (X) THE *** DAY AFTER THE CLOSING,
IF SELLER FAILS TO PROCURE THE *** WAIVER ON OR BEFORE THAT *** DAY; OR (Y) IF
SELLER PROCURES THE *** WAIVER ON OR BEFORE THE *** DAY AFTER CLOSING, THEN ON
THE FIRST ANNIVERSARY OF THE CLOSING, AND WHICH OPTION SHALL BE ASSIGNABLE (THE
"PURCHASE OPTION").
IF SELLER FAILS TO PROCURE THE *** WAIVER PRIOR TO CLOSING,
SELLER MAY CONTINUE TO ATTEMPT TO PROCURE *** WAIVER DURING THE *** DAY PERIOD
AFTER THE CLOSING, BUT IN THAT EVENT, SELLER SHALL