OF THE ENDORSEMENTS.
THE ITEMS DESCRIBED IN (I) THROUGH (VII) ARE COLLECTIVELY REFERRED TO AS THE
"*** CLOSING CONDITIONS."
WHEN SELLER HAS SATISFIED THE *** CLOSING CONDITIONS,
SELLER SHALL SO ADVISE BUYER, IN WRITING ("*** SATISFACTION NOTICE"), AND WITHIN
TEN (10) BUSINESS DAYS AFTER SELLER DELIVERS THE *** SATISFACTION NOTICE, BUT ON
A DATE MUTUALLY AND REASONABLY ACCEPTABLE TO SELLER AND BUYER, SELLER AND BUYER
SHALL PROCEED TO CONSUMMATE THE SALE AND CONVEYANCE TO BUYER OF THE COMBINED
PROJECT FOR THE ALLOCATED VALUE ASSIGNED TO THE *** PROJECT, AS MUTUALLY 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