AND
REASONABLY DETERMINED BY SELLER AND BUYER, AND PURSUANT TO, AND SUBJECT TO, ALL
OF THE SAME TERMS, CONDITIONS, REQUIREMENTS AND PROCEDURES IMPOSED UNDER THIS
AGREEMENT WITH RESPECT TO THE REMAINDER OF THE PROPERTY.
THE PROVISIONS OF THIS
SECTION 19.8 SHALL SURVIVE THE CLOSING (WITH RESPECT TO THE REMAINDER OF THE
PROPERTY) AND SHALL NOT MERGE INTO ANY CONVEYANCING DOCUMENTS DELIVERED AT THAT
CLOSING.
19.9
*** TORNADO DAMAGE.
SELLER HAS ADVISED BUYER THAT, IN MID-AUGUST,
2005, THE PROJECT COMMONLY KNOWN AS *** (THE "*** PROJECT") IN *** WAS DAMAGED
BY A TORNADO.
AMONG THE REPAIRS REQUIRED AT THE *** PROJECT ARE WATER
EXTRACTION AND DRYING, ROOF REPAIRS (AS THE ROOF WAS SEPARATED FROM THE DECK IN
NUMEROUS LOCATIONS), MECHANICAL REPAIRS TO THE HVAC SYSTEM AND REPLACEMENT OF
CEILING TILES AND COVE BASE (COLLECTIVELY, "*** REPAIRS").
SELLER HAS TENDERED
A CLAIM TO ITS PROPERTY INSURER.
SELLER HEREBY COVENANTS AND AGREES THAT IT
SHALL COMPLETE ALL *** REPAIRS, AT SELLER'S SOLE COST AND EXPENSE, PRIOR TO
CLOSING.
SELLER HAS ADVISED BUYER THAT NONE OF
39
THE LEASES FOR THE *** PROJECT HAVE BEEN TERMINATED OR RENDERED TERMINABLE AS A
RESULT OF THE TORNADO DAMAGE.
SELLER FURTHER COVENANTS AND AGREES THAT SELLER
SHALL DELIVER TO BUYER TENANT ESTOPPELS FROM THE TENANTS AT THE *** PROJECT THAT
INCLUDE A SPECIFIC CONFIRMATION THAT SELLER HAS COMPLETED THE *** REPAIRS FOR
WHICH SELLER, AS LANDLORD, IS RESPONSIBLE PURSUANT TO EACH TENANT'S RESPECTIVE
LEASE REQUIREMENTS.
19.10
TENANTS AND RIGHTS OF FIRST OFFER.
SELLER HAS ADVISED BUYER THAT
*** TENANTS HAVE RIGHTS OF FIRST OFFER ("ROFO") TO ACQUIRE THE BUILDING IN WHICH
THEIR RESPECTIVE LEASED PREMISES ARE LOCATED.
THOSE TENANTS ARE:
*** , LEASING
SPACE AT THE PROJECT COMMONLY KNOWN AS*** ("*** ");*** , LEASING SPACE AT THE
PROJECT COMMONLY KNOWN AS*** ("*** ");*** , LEASING SPACE IN THE *** PROPERTY;
AND *** ("*** "), LEASING SPACE AT THE PROJECT COMMONLY KNOWN AS ***.
OF THESE
TENANTS, *** DID EXERCISE ITS ROFO AND, AS PROVIDED IN SECTION 19.5, SELLER AND
*** ARE CURRENTLY NEGOTIATING THE TERMS OF THE *** CONTRACT.
SELLER HAS
DELIVERED TO BUYER LETTERS FROM *** AND*** , CONFIRMING THAT EACH OF THEM WAIVES
ITS ROFO.
SELLER HAS ADVISED BUYER THAT *** FAILED TO TIMELY RESPOND TO THE
ROFO NOTICE THAT SELLER DELIVERED TO *** AND, THEREFORE, *** HAS AUTOMATICALLY
WAIVED ITS ROFO; HOWEVER, SELLER SHALL MAKE REASONABLE EFFORTS TO PROCURE FROM
*** A WRITTEN CONFIRMATION OF*** 'S WAIVER OF ITS ROFO.
SELLER HAS ADVISED BUYER THAT, REGARDLESS OF (A) THE ALLOCATIONS OF THE PURCHASE
PRICE UPON WHICH SELLER AND BUYER AGREE, AND (B) THE TIME FRAMES ESTABLISHED
UNDER THIS AGREEMENT, SELLER DOES NOT CURRENTLY BELIEVE THAT THE RESPECTIVE
TERMS OF THE LEASES WITH*** , *** AND *** WILL REQUIRE THAT SELLER ONCE AGAIN
DELIVER A ROFO NOTICE TO ANY OR ALL OF*** , *** AND*** .
IN THE EVENT, HOWEVER,
THAT SELLER DETERMINES THAT SELLER SHALL, IN FACT, BE REQUIRED TO RESUBMIT A
ROFO NOTICE TO ANY OR ALL OF*** , *** AND ***