SHALL USE ITS REASONABLE, DILIGENT AND GOOD FAITH EFFORTS TO SATISFY***
'S CONDITIONS AND TO CONSUMMATE ITS ACQUISITION OF THE PARKING PARCEL WITHIN ***
DAYS AFTER THE CLOSING DATE.
SELLER SHALL KEEP BUYER REGULARLY APPRISED, IN
WRITING, OF THE STATUS OF SELLER'S EFFORTS TO SATISFY*** 'S CONDITIONS AND TO
ACQUIRE THE PARKING PARCEL.
SELLER SHALL NOT EXECUTE ANY SUCH LEASE AMENDMENT
WITH *** UNLESS AND UNTIL THE LEASE AMENDMENT IS APPROVED BY BUYER, WHICH
APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
SELLER SHALL BE SOLELY
RESPONSIBLE FOR THE PAYMENT OF ANY AND ALL COSTS AND EXPENSES INCURRED TO
SATISFY*** 'S CONDITIONS AND TO CONSUMMATE ITS ACQUISITION OF THE PARKING
PARCEL.
SELLER MAY RELOCATE *** TO ANY OTHER PROPERTY THAT SELLER DESIRES AND
NEED NOT SEEK BUYER'S APPROVAL OF THE REPLACEMENT LEASED PREMISES.
IT SHALL BE A CONDITION PRECEDENT TO BUYER'S OBLIGATION TO ACQUIRE THE ***
PROJECT THAT ALL OF THE FOLLOWING ARE SATISFIED:
38
(I)
SELLER AND *** HAVE EXECUTED AND DELIVERED TO ONE ANOTHER AN
AMENDMENT TO*** 'S EXISTING LEASE PURSUANT TO WHICH, AMONG OTHER THINGS, ***
LEASES THE ENTIRE *** PROJECT AND SUCH AMENDMENT IS APPROVED BY BUYER, AS
PROVIDED ABOVE;
(II)
SELLER AND *** SHALL HAVE EXECUTED AND DELIVERED TO ONE ANOTHER
AN AGREEMENT PURSUANT TO WHICH *** AGREES THAT ITS LEASE AT THE *** PROJECT IS
TERMINATED ON AN ACCELERATED BASIS;
(III)
SELLER HAS CONSUMMATED ITS ACQUISITION OF THE PARKING PARCEL;
(IV)
SELLER HAS IMPROVED THE PARKING PARCEL BY CONSTRUCTING AND
INSTALLING THEREON (IN A LOCATION, DESIGN AND CONFIGURATION REASONABLY APPROVED
BY BUYER) A SURFACE PARKING LOT, STRIPED TO ACCOMMODATE VEHICULAR PARKING AND
PROVIDING SUFFICIENT PARKING TO SATISFY ANY PARKING REQUIREMENTS IMPOSED
UNDER*** 'S LEASE AMENDMENT (THE "PARKING LOT").
SELLER SHALL CONSTRUCT THE
PARKING LOT AT SELLER'S SOLE EXPENSE AND IN ACCORDANCE WITH ALL APPLICABLE
REQUIREMENTS OF ALL GOVERNMENTAL AUTHORITIES.
(V)
SELLER PROCURES AND DELIVERS TO BUYER A TENANT ESTOPPEL FROM*** ,
CONFIRMING WITH SPECIFICITY, THAT THE *** LEASE AMENDMENT IS IN FULL FORCE AND
EFFECT AND THAT*** 'S CONDITIONS HAVE BEEN SATISFIED;
(VI)
SELLER PROCURES AND DELIVERS TO BUYER A SURVEY OF THE AGGREGATE
PARCEL CREATED BY COMBINING THE *** PROJECT AND THE PARKING PARCEL (THE
"COMBINED PROJECT"); AND
(VII)
THE TITLE INSURER SHALL HAVE COMMITTED TO BUYER TO ISSUE TO BUYER
AN OWNER'S POLICY OF TITLE INSURANCE, INSURING BUYER'S INTEREST IN THE COMBINED
PROJECT, IN THE AMOUNT OF $*** , AND SUBJECT ONLY TO (A) THE PERMITTED
EXCEPTIONS AND (B) THE ISSUANCE 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