ON SUCH SCHEDULE), AND FAILING SUCH,
SELLER WILL CAUSE THE RELEVANT PROPERTY OWNERS TO USE COMMERCIALLY REASONABLE
EFFORTS TO TERMINATE ANY SUCH CONTRACT FOR WHICH SUCH AMENDMENT CANNOT BE MADE.
THE PARTIES SHALL DILIGENTLY AND CONTINUOUSLY AFTER THE DATE HEREOF COOPERATE IN
GOOD FAITH TO PREPARE FOR THE EFFICIENT TRANSITION OF PROPERTY MANAGEMENT
SERVICES WITH RESPECT TO THE PROPERTIES FROM THE CURRENT PROPERTY MANAGER TO THE
NEW MANAGEMENT COMPANY TO BE ENGAGED PURSUANT TO THE JV AGREEMENT (OR THE
CORRESPONDING PROVISION IN THE STONERIDGE LLC AGREEMENT OR THE RICHMOND LLC
AGREEMENT).
IN FURTHERANCE THEREOF, THE PARTIES SHALL ENDEAVOR IN GOOD FAITH TO
NEGOTIATE A TRANSITION SERVICES AGREEMENT BETWEEN NEWCO AND THE CURRENT PROPERTY
MANAGER (AND A CORRESPONDING AGREEMENT WITH RESPECT TO HILLTOP AND STONERIDGE),
TO BE IN A FORM AND SUBSTANCE ACCEPTABLE TO PURCHASER AND SELLERS, TO BE
EXECUTED AT THE CLOSING IF THE SAME IS ACCEPTABLE TO ALL PARTIES THERETO (THE
"TRANSITION SERVICES AGREEMENT"); PROVIDED, HOWEVER, THAT AT CLOSING (AND
WHETHER OR NOT THE TRANSITION SERVICES AGREEMENT HAS BEEN EXECUTED, WHICH IS NOT
A CONDITION TO CLOSING), SELLERS SHALL DELIVER TERMINATION NOTICES TO THE
CURRENT PROPERTY MANAGER AND WITH RESPECT TO ANY OTHER CONTRACTS WITH TAUBMAN
CENTERS, INC. OR ANY OF ITS AFFILIATES (COLLECTIVELY, "TAUBMAN CONTRACTS") THAT
RELATE TO THE PROPERTIES (COLLECTIVELY WITH OPERATING CONTRACTS FOR WHICH
PURCHASER HAS GIVEN NOTICE OF PURCHASER'S DESIRE TO TERMINATE THE SAME,
"EXCLUDED CONTRACTS").
SELLERS SHALL INDEMNIFY, DEFEND AND HOLD PURCHASER (AND
ITS AFFILIATES), NEWCO, RICHMOND, RICHMOND ASSOCIATES CORP. AND STONERIDGE
HARMLESS FROM AND AGAINST ANY LIABILITY, DAMAGE, LOSS, COST OR EXPENSE
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES ACTUALLY
INCURRED) ARISING BY, THOUGH OR UNDER THE
16
Taubman Contracts ("Seller's Taubman Indemnity"), which indemnification
obligation shall survive the Closing indefinitely.
(L)
SELLER SHALL CAUSE EACH PROPERTY OWNER
TO MAINTAIN, OR, IF APPLICABLE, RENEW OR REPLACE WITH COMPARABLE COVERAGE, THE
INSURANCE COVERAGE CURRENTLY IN EFFECT FOR THE PROPERTIES THROUGH THE CLOSING;
PROVIDED, HOWEVER, THAT, IF A PROPERTY OWNER IS UNABLE TO OBTAIN COVERAGE
AGAINST ACTS OF TERRORISM OR ANY OTHER COMPONENT OF COVERAGE INCLUDED IN ANY
POLICY COVERING ITS PROPERTY TODAY BECAUSE THAT COVERAGE IS NO LONGER AVAILABLE
(OR IS NO LONGER AVAILABLE AT COMMERCIALLY REASONABLE RATES, AS DETERMINED BY
SUCH PROPERTY OWNER), THE REPLACEMENT OR RENEWAL POLICY SHALL NEVERTHELESS BE
DEEMED TO SATISFY THE REQUIREMENTS OF THIS PARAGRAPH; AND
(M)
SELLER SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN AND DELIVER TO PURCHASER AT CLOSING RELIANCE LETTERS ADDRESSED
TO PURCHASER FROM THE CONSULTANTS THAT PREPARED THE ENVIRONMENTAL REPORTS
CONTAINED IN THE SELLER DUE DILIGENCE MATERIALS, WHICH OBLIGATION, IF SUCH
LETTERS HAVE NOT BEEN RECEIVED AT THE CLOSING, SHALL SURVIVE CLOSING FOR THE
EARLIER OF (Y) ONE (1) YEAR OR (Z) THE DATE THAT PURCHASER RECEIVES ALL SUCH
LETTERS.
(N)
THE PARTIES ACKNOWLEDGE THAT SELLERS HAVE
ENGAGED ENVIRONMENTAL AND ENGINEERING FIRMS TO PROVIDE UPDATED REPORTS (THE
"UPDATED REPORTS") WITH RESPECT TO SUCH MATTERS AT COLUMBUS CITY CENTER AND THAT
PURCHASER HAS NOT RECEIVED A COPY OF THAT CERTAIN FINANCIAL AGREEMENT BETWEEN
THE