SELLERS UNDER THIS AGREEMENT MATERIALLY UNTRUE OR
MISLEADING, OR ANY COVENANT OF SELLERS UNDER THIS AGREEMENT INCAPABLE OR
MATERIALLY LESS LIKELY TO BE CAPABLE OF BEING PERFORMED.
SECTION 15.4.
DEEMED CONSENT.
EXCEPT AS OTHERWISE SET FORTH HEREIN, IF
BUYER'S CONSENT IS REQUIRED UNDER THIS ARTICLE XV, TIME BEING OF THE ESSENCE,
AND BUYER DOES NOT OBJECT IN WRITING (STATING ITS SPECIFIC OBJECTIONS) WITHIN
FIVE (5) BUSINESS DAYS AFTER BUYER'S RECEIPT OF WRITTEN REQUEST FOR SUCH
CONSENT, THEN BUYER WILL BE DEEMED TO HAVE GIVEN SUCH CONSENT AND WILL CONFIRM
SUCH, CONSENT IN WRITING UPON DEMAND.
48
SECTION 15.5.
NO TERMINATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, BUYER SHALL NOT BE ENTITLED TO TERMINATE THIS AGREEMENT AND
SELLERS SHALL NOT BE LIABLE TO BUYER, AND BUYER SHALL NOT RECEIVE A REDUCTION
IN, OR A CREDIT AGAINST, THE PURCHASE PRICE, IN THE EVENT ANY TENANT VACATES ITS
PREMISES, DEFAULTS UNDER ITS LEASE IN ANY RESPECT, OR IF ANY TENANT TERMINATES
ITS LEASE IN ACCORDANCE WITH RIGHTS GRANTED TENANT UNDER THE TERMS OF ITS LEASE,
PRIOR TO THE CLOSING DATE, UNLESS AS THE RESULT OF A DEFAULT BY ANY SELLER
BEYOND APPLICABLE NOTICE AND CURE PERIODS SET FORTH IN THE LEASE.
SECTION 15.6.
CONTINUED OPERATION BY SELLERS.
SELLERS, AT THEIR COST,
SUBJECT TO SECTION 15.1, WILL, SO LONG AS THE OTHER PARTY THERETO IS NOT IN
DEFAULT THEREUNDER, CONTINUE TO PERFORM AND OBSERVE IN ALL MATERIAL RESPECTS ALL
OF THE COVENANTS AND CONDITIONS REQUIRED TO BE PERFORMED BY SELLERS IN THE SAME
MANNER AS PRESENTLY PERFORMED AND OBSERVED BY SELLERS UNDER (A) THE LEASES, (B)
SERVICE CONTRACTS, (C) THE PERMITTED ENCUMBRANCES, (D) ANY NOTE, INDENTURE,
MORTGAGE OR DEED OF TRUST AFFECTING THE PROPERTIES, AND (E) ANY PERMITS;
PROVIDED, HOWEVER, THAT THE FOREGOING AGREEMENT SHALL NOT LIMIT SELLERS' RIGHTS
TO TERMINATE ANY OF THE FOREGOING AGREEMENTS TO THE EXTENT OTHERWISE PERMITTED
HEREUNDER.
ARTICLE XVI.
CASUALTY AND CONDEMNATION
SECTION 16.1.
CONDEMNATION.
IF, PRIOR TO THE CLOSING DATE, ALL OR ANY
PORTION OF ONE OR MORE INDIVIDUAL PROPERTIES OTHER THAN A MATERIAL TAKING OF A
PORTION OF AN INDIVIDUAL PROPERTY IS TAKEN BY EMINENT DOMAIN (OR IS THE SUBJECT
OF A PENDING TAKING WHICH HAS NOT YET BEEN CONSUMMATED), THE SELLER OF SUCH
INDIVIDUAL PROPERTY SHALL NOTIFY BUYER OF SUCH FACT PROMPTLY AFTER OBTAINING
KNOWLEDGE THEREOF.
IN SUCH EVENT, THERE SHALL BE NO ABATEMENT OF THE PURCHASE
PRICE AND THE SELLER OF SUCH INDIVIDUAL PROPERTY SHALL ASSIGN TO BUYER (WITHOUT
RECOURSE) ON THE CLOSING DATE THE RIGHTS OF SUCH SELLER TO ANY PORTION OF THE
AWARD THAT HAS NOT BEEN USED BY SUCH SELLER TO RESTORE OR REBUILD THE APPLICABLE
INDIVIDUAL PROPERTY, IF ANY, FOR THE TAKING, AND BUYER SHALL BE ENTITLED TO
RECEIVE AND KEEP ALL AWARDS FOR THE TAKING OF THE APPLICABLE INDIVIDUAL PROPERTY
OR SUCH PORTION THEREOF.
FURTHERMORE, BUYER SHALL HAVE THE RIGHT TO APPROVE ANY
SETTLEMENT WITH THE APPLICABLE GOVERNMENTAL AUTHORITY, SUCH APPROVAL NOT TO BE
UNREASONABLY WITHHELD, CONDITIONED OR DELAYED. IN THE EVENT THERE IS A MATERIAL
TAKING OF