ACTUALLY KNOWN TO PURCHASER PRIOR TO THE
COMPLETION OF CLOSING. WITH RESPECT TO ANY MATTER CONSTITUTING BREACH OF A
SELLER OBLIGATION, PURCHASER SHALL FIRST SEEK ANY AVAILABLE RECOVERY UNDER ANY
INSURANCE POLICIES, SERVICE CONTRACTS AND LEASES PRIOR TO SEEKING RECOVERY FROM
SELLER, AND SELLER SHALL NOT BE LIABLE TO PURCHASER IF PURCHASER'S CLAIM IS
SATISFIED FROM SUCH INSURANCE POLICIES, SERVICE CONTRACTS OR LEASES. SELLER'S
LIABILITY FOR BREACH OF ANY SELLER OBLIGATIONS SHALL BE LIMITED AS FOLLOWS:
(I) SELLER SHALL HAVE LIABILITY FOR BREACH OF SELLER OBLIGATIONS ONLY IF THE
VALID CLAIMS FOR ALL SUCH BREACHES COLLECTIVELY AGGREGATE MORE THAN FIFTY
THOUSAND DOLLARS ($50,000), IN WHICH EVENT THE FULL AMOUNT OF SUCH CLAIMS SHALL
BE ACTIONABLE, AND (II) SELLER'S AGGREGATE LIABILITY TO PURCHASER FOR BREACHES
OF THE SELLER OBLIGATIONS SHALL NOT EXCEED THE AMOUNT OF TWO HUNDRED FIFTY
THOUSAND DOLLARS ($250,000)(THE "CAP"), IT BEING AGREED THAT IN NO EVENT SHALL
SELLER'S AGGREGATE LIABILITY FOR SUCH BREACHES EXCEED THE AMOUNT OF THE CAP.
5.4
COVENANTS OF SELLER. SELLER HEREBY COVENANTS
AS FOLLOWS:
(A)
BETWEEN THE EFFECTIVE DATE AND THE CLOSING
DATE, SELLER SHALL MAINTAIN, OR CAUSE TO BE MAINTAINED, THE PROPERTY IN ITS
PRESENT CONDITION, ORDINARY WEAR AND TEAR EXCEPTED.
(B)
BETWEEN THE EFFECTIVE DATE AND THE CLOSING
DATE, SELLER SHALL MAINTAIN, OR CAUSE TO BE MAINTAINED, ALL CASUALTY, LIABILITY
AND HAZARD INSURANCE CURRENTLY IN FORCE WITH RESPECT TO THE PROPERTY.
(C)
BETWEEN THE EFFECTIVE DATE AND THE CLOSING
DATE, SELLER SHALL OPERATE, MANAGE AND ENTER INTO CONTRACTS WITH RESPECT TO THE
PROPERTY (OR CAUSE SUCH ACTIONS TO BE DONE) IN THE SAME MANNER DONE BY SELLER
PRIOR TO THE DATE HEREOF, MAINTAINING PRESENT SERVICES AND SUFFICIENT SUPPLIES
AND EQUIPMENT FOR THE OPERATION AND MAINTENANCE OF THE PROPERTY IN THE SAME
MANNER AS PRIOR TO THE DATE HEREOF; PROVIDED, HOWEVER, THAT SELLER SHALL NOT
ENTER INTO ANY SERVICE CONTRACT THAT CANNOT BE TERMINATED WITHIN THIRTY (30)
DAYS NOTICE.
(D)
A COPY OF EACH LEASE PRESENTED TO SELLER
BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE FOR ITS APPROVAL AND EXECUTION
WILL BE SUBMITTED TO PURCHASER PRIOR TO EXECUTION BY SELLER. PURCHASER AGREES TO
NOTIFY SELLER IN WRITING WITHIN FIVE (5) BUSINESS DAYS AFTER ITS RECEIPT OF EACH
SUCH LEASE OF EITHER ITS APPROVAL OR DISAPPROVAL THEREOF. IN THE EVENT PURCHASER
INFORMS SELLER THAT PURCHASER DOES NOT APPROVE ANY SUCH LEASE, WHICH APPROVAL
SHALL NOT BE UNREASONABLY WITHHELD, SELLER SHALL HAVE THE OPTION TO CANCEL THIS
AGREEMENT BY WRITTEN NOTICE THEREOF TO PURCHASER WITHIN FIVE (5) BUSINESS DAYS
AFTER SELLER'S RECEIPT OF WRITTEN NOTICE OF PURCHASER'S DISAPPROVAL OF ANY SUCH
LEASE, AND UPON REFUND AND PAYMENT OF THE EARNEST MONEY TO PURCHASER, NEITHER
PARTY SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION HEREUNDER. IN THE EVENT
PURCHASER FAILS TO NOTIFY SELLER IN WRITING OF ITS APPROVAL OR DISAPPROVAL OF
ANY SUCH LEASE WITHIN THE FIVE (5) DAY TIME PERIOD FOR SUCH PURPOSE SET FORTH
ABOVE, SUCH FAILURE SHALL BE DEEMED THE APPROVAL BY PURCHASER OF SUCH LEASE. AT
CLOSING, PURCHASER SHALL REIMBURSE SELLER FOR