A
RETURN OF THE PORTION OF THE DEPOSIT RELATING TO SUCH INDIVIDUAL PROPERTY AS
SHOWN ON SCHEDULE 2.1(A) (AND THE APPLICABLE SELLER AND BUYER SHALL JOINTLY
INSTRUCT ESCROW HOLDER TO PROMPTLY RETURN SUCH PORTION OF THE DEPOSIT TO BUYER)
AND SUCH SELLER SHALL NOT HAVE ANY FURTHER LIABILITY OR OBLIGATION TO BUYER
HEREUNDER NOR SHALL BUYER HAVE ANY FURTHER LIABILITY OR OBLIGATION TO SUCH
SELLER HEREUNDER WITH RESPECT TO THAT INDIVIDUAL PROPERTY, EXCEPT FOR SUCH
OBLIGATIONS AS ARE SPECIFICALLY STATED IN THIS AGREEMENT TO SURVIVE THE
TERMINATION OF THIS AGREEMENT, OR (2) ELECT TO ACCEPT TITLE TO THE INDIVIDUAL
PROPERTY AS IT THEN IS WITHOUT ANY REDUCTION IN, ABATEMENT OF, OR CREDIT AGAINST
THE PURCHASE PRICE AND SUCH EXCEPTIONS SHALL BE DEEMED A PERMITTED ENCUMBRANCE;
IF BUYER FAILS TO TIMELY MAKE EITHER SUCH ELECTION, BUYER SHALL BE DEEMED TO
HAVE ELECTED OPTION (1).
SECTION 3.4.
REMOVAL OF TITLE OBJECTIONS.
NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, SELLERS SHALL BE DEEMED TO HAVE REMOVED OR CORRECTED
EACH EXCEPTION THAT IS NOT A PERMITTED ENCUMBRANCE IF, IN SELLERS' DISCRETION
AND AT SELLERS' SOLE COST AND EXPENSE, SELLERS EITHER (A) TAKE SUCH ACTIONS AS
ARE NECESSARY TO ELIMINATE (OF RECORD OR OTHERWISE, AS APPROPRIATE) SUCH TITLE
OBJECTION, (B) CAUSE THE TITLE COMPANY TO INSURE OVER OR REMOVE SUCH EXCEPTION
THAT IS NOT A PERMITTED ENCUMBRANCE AS AN EXCEPTION TO TITLE IN THE TITLE POLICY
OR AFFIRMATIVELY INSURE AGAINST THE SAME (AND CONFIRMATION THAT THE TITLE
COMPANY WILL ISSUE SUBSEQUENT TITLE POLICIES ON THE PROPERTY WITH THE SAME
AFFIRMATIVE INSURANCE), IN EACH CASE WITHOUT ANY ADDITIONAL COST TO BUYER,
WHETHER SUCH INSURANCE IS MADE AVAILABLE IN CONSIDERATION OF PAYMENT, BONDING,
INDEMNITY GIVEN BY SELLERS OR OTHERWISE , OR (C) DELIVER (I) THEIR OWN FUNDS (OR
DIRECT THAT A PORTION OF THE PURCHASE PRICE BE DELIVERED) IN AN AMOUNT NEEDED TO
FULLY DISCHARGE ANY SUCH EXCEPTION TO THE TITLE COMPANY WITH INSTRUCTIONS FOR
THE TITLE COMPANY TO APPLY SUCH FUNDS TO FULLY DISCHARGE ANY SUCH EXCEPTION, AND
(II) IF REQUIRED BY THE TITLE COMPANY, SUCH INSTRUMENTS, IN RECORDABLE FORM, AS
ARE NECESSARY TO ENABLE THE TITLE COMPANY TO DISCHARGE SUCH EXCEPTION OF
RECORD.
BUYER SHALL HAVE NO RIGHT TO DIRECT THE TITLE COMPANY TO APPLY ANY
PORTION OF THE PURCHASE PRICE TO CURE A TITLE OBJECTION WITHOUT SELLERS' PRIOR
WRITTEN APPROVAL.
SECTION 3.5.
DELIVERIES BY SELLERS.
PRIOR TO THE EFFECTIVE DATE,
BUYER RECEIVED AN OFFERING PACKAGE WITH RESPECT TO THE PROPERTIES (THE "OFFERING
PACKAGE") DISTRIBUTED BY A REPRESENTATIVE OF SELLERS.
SELLERS THROUGH THEIR
AGENTS, HAVE ALSO MADE AVAILABLE TO BUYER AN ELECTRONIC WAR ROOM ("WAR ROOM") ON
ITS WEBSITE WHERE CERTAIN INFORMATION RELATING TO THE PROPERTY HAS BEEN POSTED.
DATA IN THIS WAR ROOM INCLUDES THE LEASES, AND CURRENT ENVIRONMENTAL REPORTS,
PROPERTY EVALUATION REPORTS LISTED ON EXHIBIT H, ARGUS
10
MODELED BUILDING-BY-BUILDING CASH FLOW PROJECTIONS, PRO FORMA DEVELOPMENT
BUDGETS, UPDATED TITLE REPORTS, AND UPDATED SURVEYS.
THE DUE DILIGENCE
MATERIALS DELIVERED (OR MADE AVAILABLE) BY SELLER OR ITS AGENT, INCLUDING,
WITHOUT LIMITATION, THOSE DUE DILIGENCE MATERIALS