TI WORK.
BUYER AGREES THAT SELLER SHALL
COMPLETE ALL SUCH INCOMPLETE TI WORK.
SELLER HEREBY COVENANTS AND AGREES THAT,
AS PROMPTLY AS IS REASONABLY POSSIBLE AFTER THE CLOSING, SELLER SHALL COMPLETE
(OR CAUSE TO BE COMPLETED) ALL INCOMPLETE TI WORK IN ACCORDANCE WITH (A) ALL
APPLICABLE PROVISIONS AND REQUIREMENTS OF THE RESPECTIVE LEASE UNDER WHICH
PERFORMANCE OF THE INCOMPLETE TI WORK IS REQUIRED AND (B) ALL APPLICABLE LAWS,
ORDINANCES AND REGULATIONS OF ANY GOVERNMENTAL AUTHORITY.
SELLER FURTHER
COVENANTS AND AGREES THAT IT SHALL USE GOOD FAITH AND DILIGENT EFFORTS TO
COORDINATE THE PERFORMANCE OF ALL INCOMPLETE TI WORK (I) IN A MANNER REASONABLY
DESIGNED TO MINIMIZE INTERFERENCE WITH THE OCCUPANCIES AND BUSINESS OPERATIONS
OF THOSE TENANTS FOR WHOSE BENEFIT
37
INCOMPLETE TI WORK IS BEING PERFORMED, AND (II) WITH BUYER.
IF ANY OF SUCH
INCOMPLETE TI WORK IS REQUIRED TO BE PAID BY BUYER PURSUANT TO THE TERMS OF THIS
AGREEMENT, THEN SELLER SHALL SUBMIT TO BUYER, WHEN AND AS RECEIVED BY SELLER,
THE INVOICES AND BILLING STATEMENTS FOR THAT PORTION OF THE INCOMPLETE TI WORK
FOR WHICH BUYER IS RESPONSIBLE AND BUYER SHALL PROMPTLY PAY SUCH INVOICES AND
BILLS UPON RECEIPT.
THE PROVISIONS OF THIS SECTION 19.7 SHALL SURVIVE THE
CLOSING.
19.8
*** CONDEMNATION.
SELLER HAS ADVISED BUYER THAT
THE PROJECT COMMONLY KNOWN AS*** ("*** PROJECT") IS IMPROVED WITH A SINGLE
BUILDING CONTAINING APPROXIMATELY ***
RENTABLE SQUARE FEET.
CURRENTLY, THERE
ARE *** TENANTS IN THAT BUILDING, *** ("*** ") AND *** ("*** ").
*** LEASES
APPROXIMATELY ***
SQUARE FEET OF THE BUILDING AND ITS EXISTING LEASE EXPIRES
ON*** , 2005.
*** DESIRES TO RENEW ITS LEASE FOR AN ADDITIONAL TERM, PROVIDED
THAT *** IS ABLE TO LEASE THE ENTIRE BUILDING AND THAT SELLER, AS LANDLORD,
PROVIDES ALTERNATIVE REPLACEMENT PARKING FOR THE *** PARKING SPACES LOST AS A
RESULT OF THE *** CONDEMNATION, AS DESCRIBED AND DEFINED BELOW (COLLECTIVELY,
"*** 'S CONDITIONS").
SELLER HAS ADVISED BUYER THAT SELLER IS CURRENTLY
ATTEMPTING TO SATISFY *** 'S CONDITIONS AND, IN THAT REGARD, SELLER HAS REACHED
AN ORAL AGREEMENT WITH*** , PURSUANT TO WHICH *** HAS AGREED THAT SELLER MAY
RELOCATE *** TO ANOTHER BUILDING OWNED BY SELLER OR ONE OF ITS AFFILIATES; AND
SELLER HAS ENTERED INTO A CONTRACT TO ACQUIRE A VACANT PARCEL OF LAND THAT IS
COMPRISED OF APPROXIMATELY ***
ACRES AND IS CONTIGUOUS A PORTION OF THE ***
PROJECT ("PARKING PARCEL").
SELLER CONTEMPLATES THAT IT SHALL CONSTRUCT A
SURFACE PARKING LOT ON APPROXIMATELY ONE (1) ACRE OF THE PARKING PARCEL.
SELLER HAS FURTHER ADVISED BUYER THAT IN 2004, THE *** DEPARTMENT OF
TRANSPORTATION ("DOT") FILED A CONDEMNATION ACTION AGAINST SELLER AND THE ***
PROJECT PURSUANT TO WHICH DOT SOUGHT TO ACQUIRE A PORTION OF THE *** UPON WHICH
*** PARKING SPACES ARE LOCATED (THE "*** CONDEMNATION"), SELLER HAS ADVISED
BUYER THAT DOT HAS, IN FACT, ACQUIRED FEE SIMPLE TITLE TO THE PORTION OF THE ***
PROJECT THAT IT SOUGHT TO ACQUIRE THROUGH THE *** CONDEMNATION, AND IN
CONNECTION THEREWITH, DOT PAID SELLER CONSIDERATION OF*** ; HOWEVER, SELLER HAS